Magellan Asset Management Ltd

Firm description Magellan Asset Management Limited, doing business as

Magellan Investment Partner s (“Magellan Investment

Partners ”) offers Infrastructure, G lobal Opportunities and G lobal S ustainable investment strategies to institutional investors located throughout the world and intermediated investors in Australia and New Zealand. in segregated, advisory, sub

manages its infrastructure, global opportunities and global sustainable

strategies

-advisory relationships and via globally focused investment funds for institutional

and retail investors internationally. The company is a wholly owned subsidiary of Magellan Financial Group

Ltd (“MFG ”), which is listed on the

Australian Securities Exchange (ASX: MFG). Magellan Investment Partners ’ key functions are managed from its head office in Sydney

, Australia.

Magellan Investment Partners holds the following registrations: Regulated entity

Country/jurisdiction

Regulatory authority

Magellan Asset Management

Australia

Australian Securities and Investments

Limited

Commission (“ASI C ”) AFSL: 304301

Magellan Asset Management

United States

Securities and Exchange Commission (“SEC ”)

Limited doing business as No. 801-72872

As of 31 August 202 6, Magellan Investment Partners

managed US $20, 799 million of client assets on a

discretionary basis and US $0 million of client assets on a non -discretionary basis. Magellan Investment Partners was organized in 2006.

Advisory s ervices Discretionary

advisory s ervices

provides discretionary investment advisory services to investment companies

registered with the SEC (i.e. funds registered under the Investment Company Act of 1940) and through the management of separate accounts.

institutions

is the sub -investment adviser to the following

advised by Magellan Investment Partners North America

two funds that are primarily

, Inc (previously Frontegra Asset Management Inc

MFG Core Infrastructure Fund

also serves as investment manager and promoter to MFG Investment Fund plc,

and MFG Global Sustainable Fund

.):

.

an investment company authorized and regulated by the Central Bank of Ireland pursuant to the Communities (Undertaking for Collective Investment in Transferable Securities) Regulations,

European 2011,as

amended. MFG Investment Fund plc is an umbrella company consisting of one sub -fund: MFG Select Infrastructure Fund.

also issues and manages Australian pooled investment vehicles registered with

the Australian Securities and Investment Commission

. Magellan Investment Partners

holds an Australian

Financial Services License for the purposes of issuing and managing pooled investment vehicles within Australia and undertaking the provision of discretionary investment management services for institutional clients. Magellan Asset Management Limited also operates under the trading name Airlie Funds Management (“Airlie ”) for investment management services provided to Australian institutional clients investing in Australian equities. Magellan Investment Partners ’ investment approach is designed to build a portfolio of

believes can deliver attractive risk

investments that

-adjusted returns over the medium to long

term while reducing the risk of permanent capital loss. With the exception of the Core

Infrastructure Strategy,

Magellan Investment Partners ’ disciplined portfolio construction approach takes a

high conviction, benchmark

agnostic approach to selecting securities issued by quality companies, while

integrating risk management and

macroeconomic research to reduce both portfolio aggregation risks (i.e.correlation to a single company, industry or macroeconomic risk) and macroeconomic event risk (i.e. the

risk that a major macroeconomic

event could have a significant adverse impact on the value of the portfolio’s investments). Magellan Investment Partners believes that its base investment philosophy is superior long -term returns can be achieved by eliminating or

supported by studies that illustrate how

minimizing negative shocks to a portfolio.

We

also believe that high -quality, low -volatility stocks may have the potential to achieve superior long -term, risk adjusted performance.

The Board of Directors of MFG Funds, Inc. based upon the recommendation of Magellan Investment Partners North America, Inc., has determined to liquidate the MFG Core Infrastructure Fund effective as of the close of business on the liquidation date, December 30, 2026. The Board of Directors of MFG Funds, Inc, based upon the recommendation of Magellan Investment Partners North America, Inc., has determined to liquidate the MFG Global Sustainable Fund effective as of the close of business on the liquidation date, October 27, 2026.

Magellan Investment Partners ’ Portfolio Managers are responsible for implementing the investment strategy for all infrastructure, global opportunities and global sustainable strategies

advisory accounts. This includes:

the identification and selection of specific securities to be bought or sold, taking into consideration the investment objectives of the account and any account limitations or restrictions;

the quantity of those securities bought or sold and the related method of executing purchase and sale trades; and

the timing of the purchase and sale decision.

All portfolio and investment decisions are made by Magellan Investment Partners ’ Portfolio Managers based in Australia.

does not provide custodial services to clients for whom it provides

discretionary advice. Clients typically provide

with authority to communicate

with, and provide instructions to, their custodian on their behalf regarding transactions made within the advisory account. Non - discretionary advisory s ervices

may also provide certain clients with non

-discretionary advisory services.

S uch

services , if provided, are limited to securities recommendations with any resulting investment or divestment actions arising from such recommendations undertaken by the client at their own discretion. Investment restrictions Magellan Investment Partners ’ discretionary authority over a separate account may be subject to limitations, restrictions, or guidelines imposed by the client.

investment strategy to meet the needs of the client; however,

may seek to tailor its

accept or may terminate a client’s account, if the requirements placed on

may decline to

Magellan Investment Partners ’ ability

to manage the account are too restrictive or constrain its ability to effectively implement a particular investment strategy.

Magellan Investment Partners ’ fees are generally charged as a percentage of assets under management however performance -based fees may also be negotiated with performance -based fees, please refer to Item 6. Fees charged by

certain qualified clients. For more information on

may be

negotiable based on a number of factors including, but not limited to, account type (e.g. separate account mutual fund), existing relationship, complexity of client requirements, account size, or other special

or

circumstances. As fees and minimum account sizes are subject to negotiation,

clients that are similar in size and

have similar investment objectives may have different fee rates. The fee schedule applicable for separate accounts in the

global opportunities strateg y is as follows :

Client Assets

Annual Fee (%) for all assets

On the first US$ 100 million

0.550%

On the next US$100 million to US$200 million

0.45 0 %

On the next US$ 200 million to US$500 million

0.375%

Amounts above US$500 million

0.300%

New Client Minimum Account Size

US $50 million

For a description of the MFG Global Opportunities Strateg y, please refer to Item 8. The fee schedule applicable for separate accounts in the infrastructure

strategies (Core and Select)

is as follows: Core Client Assets

Annual Fee (%) for all assets

On the first US$ 50 million

0.400%

On the n ext US$50 million to US$100 million

0.350%

Thereafter

0.200%

New Client Minimum Account Size

US$ 50 million

Client Assets

Annual Fee (%) for all assets

On the first US$ 50 million

0.700%

On the n ext US$50 million to US$100 million

0.500%

Thereafter

0.400%

Select

New Client Minimum Account Size

US$ 50 million

For a description of the MFG Core and Select Infrastructure Strategies, please refer to Item 8. The fee schedule applicable for separate accounts in the global sustainable strategy Client Assets

Annual Fee (%) for all assets

On the first US$ 100 million

0.550%

On the next US$100 million to US$200 million

0.450%

On the next US$ 200 million to US$500 million

0.375%

Amounts above US$500 million

0.300%

New Client Minimum Account Size

US$ 50 million

is as follows:

For a description of the MFG Global Sustainable Strategy, please refer to Item 8. The specific manner in which fees are charged by

is established in a client’s

written agreement with Magellan Investment Partners . Magellan Investment Partners fees on a quarterly basis in arrears. Clients may elect to be invoiced directly

will generally invoice its

, or clients may instruct their

custodian to debit fees directly from their separately managed portfolio. Management fees shall be for each capital contribution and withdrawal made during the applicable calendar quarter

prorated

(subject to minimum

contribution and withdrawal amounts). Accounts initiated or terminated prior to the end of a fee calculation period will be charged a prorated fee. Magellan Investment Partners ’ fees are exclusive of brokerage commissions, transaction, custody, taxes and other related costs and expenses which

will be incurred by clients in addition to Magellan Investment

Partners’ fees . For more information on brokerage and other transaction costs please refer to Item 12.

MFG Global Opportunities Strateg y Investment philosophy and objectives Magellan Investment Partners ’ investment approach is premised on the belief that investing in equity securities , issued by what we believe are high -quality companies that have sustainable competitive advantages which translate into returns on capital in excess of their cost of capital for a sustained period of time, has the potential to offer attractive long -term risk -adjusted performance. The MFG Global Opportunities Strategy ’s inves tment objective is to outperform the MSCI World Net Total Return Index (AUD) net of fees over periods of three years or longer. Investment approach The investment approach of

the MFG Global Opportunities Strategy is designed to build a

portfolio of companies (typically 20 to 40 securities)

concentrated

which typically have a minimum market capitalisation of

US $10 billion that are able to sustainably exploit competitive advantages returns on capital that are materially in excess of their cost of capital.

with the goal to continually earn Magellan Investment Partners ’

disciplined portfolio construction process takes a high conviction, benchmark agnostic approach to selecting quality companies for investment, while integrating risk management and rigorous macroeconomic research to reduce both portfolio aggregation risks (i.e. correlation to a single company, industry or macroeconomic

risk) and macroeconomic event risk (i.e. the risk that a major macroeconomic event could have a significant adverse impact on the value of the portfolio’s investments). Investment process Magellan Investment Partners ’ investment process is driven by its investment philosophy and comprises the following steps: 1. Fundamental s creening

employs rigorous quantitative and qualitative screening to

universe to companies with market capitalizations greater than US$ on capital and demonstrate sustainable competitive advantages. excludes companies with commodity

limit its investment

10 billion that typically exhibit high returns

-like economic characteristics, for

generally

example, companies with direct

exposures to natural resources, from its investment universe as they tend to be

highly pro -cyclical and add

undesirable economic volatility .

also compiles detailed industry reviews to understand the appeal of certain

sub - sectors and their competitive dynamics. This allows the Investment

Team to identify attractive investment

opportunities in instances where they are not readily observable through other methods. This narrows potential universe for investment to approximately 200 stocks .

the

2. Detailed qualitative assessment

undertakes industry research in order to identify attractive industry sectors.

From these industry sectors, Magellan Investment Partners

seeks to identify attractive companies with

sustainable competitive advantages. From a list of identified companies within the industry sector, further detailed stock specific research is undertaken. The stock specific research focuses on four qualitative criteria: economic moat ( ability to exploit competitive advantages in order to are materially in excess of cost of capital

sustainably earn returns on capital that

), reinvestment potential, business risk and agency risk (an

assessment of the extent that management will act in the best interest of shareholders). A company is assigned a quality rating based on these criteria. This quality rating is approved by the Magellan Investment Partners ’ Investment Committee. Environmental, Social and Governance (“ESG ”) issues are also considered an important component of our investment analysis process and separate ratings are made for ESG factors for all approved stocks. Analysis of ESG forms part of the suite of issues that affect the agency and business risk of companies. Gaining a robust understanding of these issues is a key element in the assessment of the outlook for, and risks to, future cash flow generation. 3. Value analysis

The Investment Team undertakes two valuation assessments: a detailed

discounted cash flow analysis from

which it derives its estimate of the fundamental intrinsic value of a company; and estimates of earnings and dividends per share to calculate three year projected total 4. Investment Committee

shareholder return.

approval

Following completion of the detailed investment research by the investment analyst, a stock is submitted

for

approval to the Magellan Investment Partners ’ Investment Committee. Only stocks that are approved by the Investment Committee are eligible for inclusion in our client portfolios. 5. Portfolio c onstruction

Magellan Investment Partners ’ portfolio construction process integrates rigorous

bottom -up stock analysis

(incorporating its assessment of quality and value) and detailed macroeconomic research within a robust

risk

management framework. In assessing the attractiveness of an individual stock,

proprietary stock ranking matrix. This matrix is a multi

-dimensional tool that ranks stocks on the basis of

(based on the quality rating approved by the Investment Committee) and

quality

value (based on Magellan

Investment Partners ’ assessment of intrinsic value and three year projected total In addition, Magellan Investment Partners

has developed a

shareholder return).

incorporates macroeconomic research and a risk management

framework to reduce portfolio aggregation risks (over correlation to a single company, industry or macroeconomic risks) and macroeconomic event risks (a major macroeconomic event that could

significantly

and adversely impact the value of the portfolio’s investments). Formal risk management determining the overall construction of the portfolio.

limits are important in has established and

monitors a number of portfolio risk controls. The following portfolio risk controls are in

individual stock limits;

portfolio concentration limits;

industry or macroeconomic concentration limits;

emerging markets exposure limits;

c ash limits; and

permitted investments.

place for each strategy:

While the Investment Committee must approve stocks before they are candidates for the portfolio, all portfolio decisions are at the discretion of the Portfolio Manager s.

MFG Select Infrastructure

Strategy

Investment Strategy

believes that investors that seek to invest in infrastructure as a discrete

asset class typically do so to gain exposure to reliable, inflation

-linked investment returns over medium -

term timeframes or longer. As a result, the MFG Select Infrastructure Strategy has been designed to provide

investors with the

opportunity for efficient access to the infrastructure asset class, while reducing the

potential of a

significant decline in the value of their investment over medium -term timeframes or longer.

employs its strategy in an attempt to identify and invest in a portfolio that

typically consists of 20 to 40 stocks issued by companies that meet

Magellan Investment Partners ’

value and quality universe of listed infrastructure securities and that

deems to be most attractive, based on the results of its own proprietary research.

Magellan Investment

Partners believes the strategy provides the opportunity for purer infrastructure exposure and lower volatility than would be afforded by a portfolio matching a typical infrastructure index. The portfolio’s investment universe will principally consist of companies whose predominant source of earnings is derived from the following infrastructure assets:

regulated energy utilities;

regulated water utilities;

toll roads;

energy infrastructure;

railroads ;

airports;

ports;

c ommunications infrastructure; and

social infrastructure.

Investment objective The MFG Select Infrastructure

Strategy’s investment objective is to achieve attractive risk adjusted

returns over the medium to long -term, while reducing the risk of permanent capital loss. Investment process The MFG Select Infrastructure Strategy is a fundamental value

-driven high -quality portfolio that is

benchmark unaware and is implemented through the following process: 1. Fundamental s creening

seeks to construct a portfolio of investments that meets a strict definition of

infrastructure and has the potential to generate reliable returns over medium

-term timeframes or longer.

To be eligible for investment in the portfolio, infrastructure companies must meet

Magellan Investment

Partners ’ key assessments: the assets must be essential for the efficient functioning of a community and the company must operate in an industry that exhibits little to no competitive pressure, avoids risk and the earnings derived by the asset should be

material sovereign

relatively insensitive to fluctuations in commodity prices.

In addition, a minimum of 75% of a company’s earnings must be derived from assets that

Magellan Investment

Partners classifies as infrastructure assets. Only stocks with a market cap

in excess of US$ 1 billion are considered by Magellan Investment Partners . Of

the approximately 350 stocks generally included in the commonly used infrastructure benchmark indices, approximately 130 meet Magellan Investment Partners ’ quality screening requirements. 2. Detailed qualitative assessment

Magellan Investment Partners undertakes industry research to identify attractive investment opportunities. This includes continuous monitoring of the regulatory environment in the domiciles where infrastructure and utilities companies operate. Further detailed stock specific research is undertaken focusing on four qualitative criteria: economic moat, reinvestment potential, business risk and agency risk. A company is assigned a quality rating based on these criteria.

This quality rating is approved by

the Magellan

Investment Partners Investment Committee. Environmental, Social and Governance (“ESG ”) issues are also considered an important component of our investment analysis process and separate ratings are made for ESG factors for all approved stocks.

Analysis of ESG forms part of the suite of issues that affect

the agency and business risk of companies.

Gaining a robust understanding of these issues is a key

element in the assessment of the outlook for, and risks to, future cash flow generation. 3. Value analysis

The Magellan Investment Partners

Investment Team undertakes a detailed discounted cash flow analysis

which derives the estimate of the fundamental intrinsic value of a company. The assessed intrinsic value provides the Investment Team with three parameters that are used to assess investment attractiveness:

the premium of Magellan Investment Partners ’ assessed equity value for the company’s stock compared to its trading price;

the premium of Magellan Investment Partners ’ assessed enterprise value (i.e. taking into account the level of leverage within the company) compared to its current market enterprise value; and

a projected five -year total shareholder return based upon the assumption that the share price converges on assessed intrinsic value over

five years.

4. Investment Committee approval

Following completion of the detailed investment research, a recommendation for a stock approval is submitted to the Investment Committee. Only stocks that are approved by the Investment Committee are eligible for inclusion in the portfolio. 5. Portfolio c onstruction

Portfolio construction is driven by valuation with adjustment made for

Quality Scores (qualitat ive stock

specific factors not incorporated into the valuation process ), portfolio limits and correlation of portfolio investments to macro - economic and regulatory factors. Indicative portfolio weightings are initially determined by relative premiums of assessed intrinsic value to the traded price. The indicative weightings are adjusted to account for:

qualitative stock specific factors that

be incorporated into the security valuation process (such as

active portfolio limits; and

portfolio sensitivity to macroeconomic risks (such as

does not believe can

agency risk);

sovereign risks ).

The ultimate construction of the portfolio from stocks that are approved by the Investment at the discretion of the Portfolio Manager for this strategy.

MFG Core Infrastructure

Strategy

Investment Strategy

Committee is

The MFG Core Infrastructure

S trategy provides exposure to a high quality diversified global infrastructure

portfolio. The portfolio’s investment universe will principally consist of companies whose predominant

source

of earnings is derived from the following infrastructure assets:

regulated energy utilities;

regulated water utilities;

toll roads;

airports;

ports;

energy infrastructure;

c ommunications infrastructure; and

social infrastructure.

Investment objectives The MFG Core Infrastructure

Strategy’s investment objective is to achieve attractive risk adjusted returns over

the medium to long -term, while reducing the risk of permanent capital loss. Investment process Magellan Investment Partners ’ investment process is driven by its investment philosophy and implemented through the following process: 1. Fundamental s creening

A theme common to investors in infrastructure is the desire to invest in reliable businesses with resultant stable revenues and cash flows. Magellan Investment Partners

believes that the composition of existing

infrastructure indices fails this test as these indices include stocks that are exposed to competition risk, commodity price risk, and/or material sovereign risk and consequently the returns from such stocks can fluctuate in response to such risks. Accordingly, Magellan Investment Partners eliminates those stocks that

reviews the composition of the major infrastructure indices and

assesses as being materially exposed to

competition risk, regulatory risk, commodity price risk or sovereign risk. In addition,

Magellan Investment

Partners also extracts those stocks that do not meet our requirement for debt service coverage, where investor disclosure is inadequate or where

does not believe regulation to

be

Read the rest in the brochure

provides advisory and sub

-advisory services to pension plans, registered

investment companies (mutual funds), sovereign wealth funds

and other entities.

generally requires a minimum account size of U.S. $

50 million to establish an

institutional separate account. Investors below this level will typically be required to invest into the mutual funds sub -advised by Magellan Investment Partners .

- By - Side Management

sometimes enter s into arrangements whereby a client pays

Magellan

Investment Partners a fee based on a share of capital gains on or capital appreciation of the client’s assets (so called “performance -based fee arrangements”). Such arrangements are subject to individualized negotiation with each client and structured in a manner that is intended to comply with applicable requirements of the Investment Advisers Act of 1940, as amended .

Performance -based fee arrangements

create a conflict of interest

as there is an incentive for Magellan

Investment Partners to favor those accounts that pay performance -based fees over other accounts (such as those that pay a fee in the form of a percentage of assets managed

by Magellan Investment Partners , or those

that pay a lower performance -based fee ) in the allocation of investment opportunities.

Magellan Investment

Partners has policies and procedures designed to provide reasonable assurance that all clients are treated fairly and to prevent this conflict from influencing the allocation of investment opportunities or divestment of existing investments amongst clients.

and its directors, officers and employees are not registered, and do not have

any applications pending to register, as broker

-dealers, futures commission merchants, commodity pool

operators or commodity trading advisors. The parent company of Magellan Investment Partners

(Magellan Financial Group

Ltd ) through an affiliate of

(Magellan North America Holdings Inc ), owns Magellan Investment Partners

North America, Inc , an investment adviser to a registered investment company Investment Partners is the sub -investment adviser to two funds that are primarily Investment Partners North America

. As previously noted, Magellan advised by Magellan

, Inc.

Om 1 July 2026, MFG completed its acquisition

of Barrenjoey Capital Partners Group Holdings Pty Limited

(“Barrenjoey ”), an Australian based full -service financial services firm company of Barrenjoey and its subsidiaries (the “

, thereby becoming the ultimate parent

Barrenjoey Group ”). MFG and its subsidiaries, including

Barrenjoey Group entities, are referred to collectively as the “MFG Group”. The Barrenjoey Group provides corporate and strategic advisory, equity and debt capital market equities, research, prime brokerage and traditional fixed income services management services

, cash

as well as private capital investment

to Australian and international clients . Refer to Item 11Conflicts of Interest

for a

description of perceived, potent ial and actual conflicts of interest created by this relationship and how such conflicts are addressed . Magellan Investment P artners also has a strategic distribution partnership with Vinva Investment Management Limited (“Vinva ”), an Australian based privately owned, independent global investment management firm and SEC registered investment adviser. products globally, excluding

Magellan will distribute Vinva’s systematic equity

to Australian institutions . MFG has a 28% economic interest and a 19.26% voting

interest in Vinva Holdings Limited

(the holding company of Vinva investment Management Limited

). MFG does

not have control over Vinva due to their inability to exercise majority voting or veto power.

does not have any other material relationships or arrangements with futures

commodity merchants or advisors, bank, law or insurance firm or any other type of firm that

Magellan

Investment Partners believes would create any material conflicts of interest with any clients.

or

issues and manages Australian registered pooled investment

vehicles.

holds an Australian Financial Services License for the purposes of issuing and

managing pooled investment vehicles within Australia and undertaking the provision of discretionary investment management services for institutional clients.

serves as Investment Manager to MFG Investment Fund plc, an investment

company authorized and regulated by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011,as amended.

has adopted a Code of

Conduct and Personal Trading Policy (together, “

of Ethics ”). The Code of Ethics describes Magellan Investment Partners’

Code

standards of business conduct

, its

fiduciary duties to its clients and governs the personal trading of its supervised persons. A copy of our Code of Ethics is available on request. Magellan Investment Partners ’ supervised persons are required to report personal securities holdings annually, obtain pre -trade approval (where required) , and provide trade confirmations

at least quarterly for all

personal security transactions. Supervised persons are required to acknowledge in writing the terms of the Code of Ethics at least annually, or as otherwise required by applicable law. The Magella n Investment Partners ’ Investment Team is not permitted to trade in securities held in the infrastructure, global opportunities and global sustainable strategies. Conflicts of Interest

is wholly ow ned by MFG , which is also the ultimate parent of Barrenjoey .

is therefore under common ownership

with Barrenjoey Group entities

conducting corporate finance and capital markets activities; equities and fixed

-income sales and trading as

agent and principal; securities execution, clearing and settlement; prime brokerage foreign exchange and market -making ; research and corporate access; private capital

and financing; derivatives , investment

management , trustee and custody , trust and portfolio management; and proprietary investment activities

acts as a fiduciary wit h respect to its asset management serv

c lients duties of care and loyalty . Given other entities within the MFG Group

ices and owes its

conduct businesses and have

interests other than managing Magellan Investment Partners’ client accounts, those activities

could create

perceived, potential or actual conflicts of interest. Conflicts may arise between client accounts, between a

.

client account and another MFG Group entity , or between Magellan Investment Partners and

another MFG

Group entity , including in the circumstances described below.

may effect portfolio transactions for its clients through Barrenjoey

Markets Pty Limit ed , an affiliated broker (“Barrenjoey Markets ”). If Barrenjoey Markets acts as agent, it receive s commissions and MFG may benefit indirectly through its ownership of the Barrenjoey Group . These circumstances give rise to a conflict of interest that Magellan Investment Partners seeks to manage as further described in Item 12 below;

Barrenjoey Group 's Corporate Finance business

, including its advisory, equity capital markets and

debt capital markets businesses , may provide advisory or capital markets services to or sell securities or other financial products in which client accounts

may invest . Barrenjoey may also

lead , manage, underwrite or distribute equity, debt or hybrid securities purchase, hold or sell. In addition, Magellan Investment Partners a company on behalf of client accounts

clients who issue

that client accounts may

may be buying or selling securities in

at the same time as Corporate Finance is advising a client in

relation to a takeover bid, corporate restructure, financing or capital raising for the same company These circumstances may

create a conflict because Barrenjoey

have responsibilities in connection with, the relevant

Group entities may benefit from, or

Corporate Finance transaction while Magellan

Investment Partners acts in the interests of its client accounts

.

;

Barrenjoey Group’s Private Capital business may participate in or provide financing in connection with transactions involving issuers or assets in which client accounts invest. Other MFG Group entities may also, as principal or for proprietary investment pu

rposes, hold, trade, make markets in, finance or

otherwise transact in securities or other financial products in which client accounts invest. These activities may affect the price, availability, liquidity or other terms of client transactions and may crea

te

a conflict because the relevant Barrenjoey Group entity or other MFG Group entity may have financial interests or obligations, or take positions or pursue strategies, that differ from those of Magellan Investment Partners and its client accounts.

Magellan Investment Partners and

other relevant MFG Group entities

maintain policies , procedures and

controls designed to identify, escalate, disclose, manage or, where appropriate, avoid actua l conflicts of interest. The appropriate response depends on

the nature and circumstances of the conflict

and applicable legal, regulatory and client requirements. Measures include

perceived potential and

:

arrangements with Barrenjoey

Group entities for brokerage, research, corporate access,

administrative or other services

are subject to due diligence, approval and

arm’s-length

governance ;

information barriers, including physical and technological segregation, to manage and restrict the flow of confidential or material non -public information between business divisions

. These controls

are directed at prevent ing Magellan Investment Partners from receiving security, which may adversely affect a client account

Magellan Investment Partners has

information or trading in a

;

separate reporting lines and investment decision -making

processes from the Barrenjoey Group ’s Corporate Finance, Markets and Research businesses. The information barriers described above support the independence of Magellan Investment Partners’ investment decisions

from other business d ivisions . Portfolio managers , analysts and

traders are expected to make decisions in clients’ best

interests ; and

the Magellan Investment Partners Best Execution Policy

, broker approval and monitoring

arrangements, client restrictions and trade

allocation procedures apply to transactions involving

Barrenjoey Group entities , as further described in Item 12 below.

The operation of these arrangements is

subject to oversight by

the relevant governance and compliance

functions of the MFG Group . Conflicts and associated controls are reviewed periodically and may be supplemented by client -specific conditions . MFG Group entities , other than Magellan Investment Partners,

conducting principal or proprietary investment

activities may from time-to-time trade in securities or other assets also traded or held for may create a conflict where that entity competes with client accounts transacts in the same asset in a different direction.

for an investment opportunity or

Magellan Investment Partners makes

independently and in its clients’ best interests, and allocates trades

client accounts. This investment decisions

in accordance with its Trade Allocation

Procedures, having regard to order size, liquidity , investment objectives , restrictions and investment capacity .

Broker selection

maintains a panel of approved brokers and may only place orders with these

brokers. Approved brokers have been approved after the completion of due diligence and will typically be large global brokers which are materially compliant with applicable regulations, including rules by the SEC and the Financial Industry Regulatory Authority, if applicable. A standard been developed for each market by giving consideration to some of the best below. To be eligible to receive trades in a particular market, a broker must for the given market. Should a broker be unable to meet the

promulgated

minimum rate card has

execution factors described first meet or beat the minimum rate

minimum rate, the broker will be ineligible to

receive trades in that market. Magellan Investment Partners selects brokers for the execution of transactions in accordance with our duty to seek best execution. Magellan Investment Partners

will take all reasonable steps when placing trade orders

with its approved brokers, to act in its clients’ best interests taking into account some or all of the following execution factors : price, price improvement, cost, speed / immediacy, size, nature,

execution venue, market

liquidity, the broker’s financial condition and reputation, quality of settlement process post

execution, and

execution certainty. Magellan Investment Partners

interacts with each of its brokers seeking to address issues

as they arise. When Magellan Investment Partners

deems it to be appropriate, we will refrain from effecting

client portfolio transactions through a broker until any material issues noted by

us are resolved.

will formally review its arrangements with its approved brokers at least annually

for best execution, settlement issues, technology platforms, regulatory changes, financial standing, and reputation. Transaction Cost Analysis (

“TCA ”) and publicly available rankings of execution quality will be used

to facilitate the best execution component of the review.

Oversight of best execution is provided by the

Investment Governance Committee.

has negotiated execution only brokerage rates with a panel of approved

brokers and utilizes its own capital resources to pay a small number of investment research providers for that research. Trades placed on behalf of portfolios managed by Airlie may placed on behalf of Magellan Investment Partners

incur different brokerage rates than those trades

portfolios .

Affiliated broker – Barrenjoey Markets

Pty Limited

Barrenjoey Markets is an affiliated broker

of Magellan Investment Partners.

uses Barrenjoey Markets to execute client transactions,

Barrenjoey Markets may receive commissions or,

where it acts as principal, earn a spread or other trading revenue,

and MFG may benefit indirectly through its

ownership of the Barrenjoey Group . These circumstances give rise to as described in Item 11above. Magellan Investment Partners

If Magellan Investment Partners

an actual or potential conflict of interest,

seeks to manage the conflict as follows:

Barrenjoey Markets is included on Magellan Investment Partners’ approved broker panel

for its Global

Opportunities, Sustainabl e and Infrastructure strategies (as an Australi an auxiliary broker) and Australian Equities strateg y and is therefore subject to the same applicable due diligence, rate card , execution quality , financial standing and periodic best -execution review requirements

alongside

unaffiliated brokers;

the brokerage relationship is intended to be managed on an arm’s

-length basis, and each selection of

Barrenjoey Markets is subject to Magellan Investment Partners’ obligation to seek best execution under the circumstances, considering the factors described

above;

best execution involving Barrenjoey Markets is subject to oversight by Magellan Investment Partners’ Investment Governance Committee broker monitoring process,

and may be reviewed through transaction cost analysis and the

consistent with the approach applied

to unaffiliated brokers ; and

w here a client’s investment management agreement

restricts the use of affiliated brokers , including by

prohibition or volume cap , Magellan Investment Partners

implements measures designed to ensure

that those restrictions are observed. Directed brokerage Magellan Investment Partners generally does not recommend, request or require that a client direct us to execute transactions through a specified broker/dealer, although Magellan Investment Partners will follow a client’s specific authorizations to do so. Clients who choose to direct Magellan Investment Partners to use a particular broker risk forgoing execution benefits that Magellan Investment Partners could otherwise potentially obtain for its clients, such as benefiting from volume discounts, and may not receive the same commission rates as other Magellan Investment Partners clients who utilize Magellan Investment Partners ’ approved panel of brokers. In such circumstances, the client is responsible for negotiating the terms of the directed brokerage arrangement. Further, in such circumstances Magellan Investment Partners may not be able to obtain best execution with such other brokers and may not be able to aggregate the client’s transactions with the transactions of other client accounts who did not similarly direct their brokerage. As a result, clients who direct brokerage may pay materially disparate commissions, spreads and other transactions costs. Trade aggregation Where possible, Magellan Investment Partners

will aggregate client orders for the same security on the same

or similar terms, if the aggregation is in the best interests of all participating clients. Certain circumstances affect or prevent an order from participating in an aggregated block transaction and, in the event of

may these

circumstances, the block order will be placed alongside the individual order. In circumstances where

security, client orders are not aggregated. Airlie and

and Airlie portfolios are trading the same Australian

have different Portfolio

Managers, investment process and investment objectives. This means that where the same security is traded across Magellan Investment Partners

and Airlie portfolios , they will be traded independently seeking best

execution. T rades placed for Magellan Investment Partners

portfolios will pay different brokerage rates , often

lower, than those placed for Airlie portfolios and will receive a different average price

.

Trade allocation Where aggregated client orders are not fully filled, the orders are allocated across client accounts on a prorata basis relative to the original order size. In certain limited circumstances, trades may not be allocated on a pro-rated basis including but not limited to: small allocations that are uneconomical for a client; minimum lot size restrictions; and large cash flows. Should an account not receive a pro -rated allocation, the reasons for such differing allocation practices documented and approved in accordance with

must be fully

Magellan Investment Partners ’ Trade Allocation Policy.

does not compensate any person for client referrals

.

and its “management persons” have not been involved in any legal or

disciplinary events that would be reportable under this item.

Further, Magellan Investment Partners and its

employees have not, in the past 10 years , been involved in any legal or disciplinary events

that would be

material to a client’s evaluation of Magellan Investment Partners , or its directors, officers or employees.

Each client account is usually managed within strict constraints to replicate a model portfolio. The Portfolio Manager will typically review the model portfolio daily, and the

Trading Team ensures on a pre -trade basis

that portfolio controls remain within the applicable model’s limits. Some separate accounts have specific client restrictions which may result in their account varying materially from a model portfolio. These accounts are reviewed daily on a pre -trade basis by the Trading Team to ensure adherence to the account’s specific guidelines and restrictions.

Magellan Investment Partners ’ investment

administrator and the Risk and Compliance team monitor client accounts

on a post -trade basis for compliance

with account -specific investment guidelines and restrictions. Any transaction errors are rectified promptly. All material breaches are rectified and reported promptly to clients

in line with the terms of each Investment

Management Agreement . The reporting requirements of separate account clients are typically governed by an investment advisory agreement between Magellan Investment Partners

and the client, and clients are typically provided with

reports on a monthly or quarterly basis. Typical client reporting requirements include performance, portfolio holdings, transaction information and voting activity information.

has dedicated

client -reporting personnel that ensure that clients receive their applicable written reports within the timeframes required. For accounts where

acts as adviser and sub -adviser,

client reporting is determined by the Registered Investment Company and the primary investment adviser to the funds, subject to applicable law and agreements between the advisory parties and the subject funds.

All advisory and sub -advisory assets shall be held by a qualified custodian nominated by the client. Qualified custodians include registered broker

-dealers, banks and savings institutions,

futures and commission

merchants and foreign financial institutions that routinely hold financial assets for their customers. Clients should receive at least quarterly statements from the qualified custodian that holds and maintains client’s investment assets.

the

advises clients to review such statements and

compare such official custodial records to the account statements that

may

periodically provide. Magellan Investment Partners ’ statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

The agreement between the client and Magellan Investment Partners discretionary authority that Magellan Investment Partners

will stipulate the investment

will have over the client’s account.

Magellan

Investment Partners ’ discretionary authority may be subject to limitations, restrictions, or guidelines imposed by the client, as well as limitations imposed by applicable law. In all cases, however, such discretion is exercised in a manner consistent with the stated investment objectives and restrictions for the particular client account. When selecting securities and determining amounts, Magellan Investment Partners

observes the investment policies, limitations and restrictions of the

clients it advises. For registered investment company clients, Magellan Investment Partners ’ authority to trade securities may also be limited by certain laws that require diversification of investments.

will exercise voting rights when

it has the authority to do so in accordance with

its Proxy Voting Policy. The authority will usually be governed by the investment

advisory agreement between

and each client.

exercises the voting powers in respect of its clients’ securities in the best

interest of all clients.

will generally exercise its voting discretion to ensure companies act in the best

interest of their shareholders, improve the corporate governance of portfolio companies, or advance clients’ investment objectives. Magellan Investment Partners

uses its best efforts to vote proxies, however in certain

circumstances it may be impractical or not possible to do so. These circumstances include,

but are not limited ,

to: untimely receipt of notice of shareholder meetings; markets that require securities to be “blocked” or

registered to vote at a company’s meeting; and the requirement to have power of attorney or other documentation in place to be eligible to vote. In exercising its voting rights,

will consider relevant legal and ethical matters,

such as whether there may be any actual or potential conflicts of interest in exercising voting rights. Where material conflicts of interest arise, the proxy voting issue may be considered by Risk and Compliance team to determine steps to manage the

Magellan Investment Partners ’

actual or potential conflict if required.

will report periodically to its client on proxy voting activities, including how

voted on behalf of their accounts.

Clients may obtain a copy of Magellan Investment Partners ’ Proxy Voting Policy on its website at magellaninvestmentpartners.co m.

Magellan Investment Partners has no financial commitments that impair its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding.