Ninety One UK Ltd

The Firm Ninety One UK Limited (“Ninety One UK”) is a limited company organized under the laws of England and Wales and registered with the Financial Conduct Authority (“FCA”), as well as with the SEC. Ninety One UK, founded in 1991, is a wholly-owned subsidiary of Ninety One UK Holdings Limited (“Ninety One UK Holdings”), a company formed under the laws of England and Wales. Ninety One UK Holdings is a wholly owned subsidiary of Ninety One Global Limited (“Ninety One Global”), a company formed under the laws of England and Wales. Ninety One Global is a wholly-owned subsidiary of Ninety One plc (“Ninety One plc”), a company formed under the laws of England and Wales. Ninety One plc is listed on both the London Stock Exchange and the Johannesburg Stock Exchange. Ninety One plc is affiliated with Ninety One Limited (“Ninety One Ltd” and together with Ninety One plc, “Ninety One”), a company incorporated in South Africa and listed on the Johannesburg Stock Exchange. Ninety One plc and Ninety One Ltd are separate legal entities with separate listings that are bound together under a Dual Listed Company structure, governed through contractual agreements and legal mechanisms. Ninety One Ltd wholly (indirectly) owns Ninety One SA (Pty) Ltd (“Ninety One SA”). Ninety One SA’s principal office is located in Cape Town, South Africa and is regulated by the South African Financial Sector Conduct Authority (“FSCA”). Ninety One UK is also an affiliate of Ninety One North America, Inc. (“Ninety One NA”), a Delaware corporation formed in 2012 that is registered with the SEC. Ninety One NA is a wholly-owned subsidiary of Ninety One International Limited (“Ninety One International”), a company formed under the laws of England and Wales. Ninety One International is a wholly-owned subsidiary of Ninety One Global. Ninety One UK has entered into a dual-hatting agreement (“Dual-Hatting Agreement”) with Ninety One NA. Ninety One UK is the investment adviser of the Ninety One Global Strategy Fund (“GSF”). The GSF is authorized under Part I of the Luxembourg law of 17 December 2010 (“2010 Law”) relating to collective investment undertakings. The GSF qualifies as an Undertaking for Collective Investment in Transferable Securities (“UCITS”) under Article 1 paragraph 2, points a) and b) of the Directive 2009/65/EC of 13 July 2009 of the European Parliament and the Council. The GSF has appointed Ninety One Luxembourg S.A. (the “Management Company”), with effect from 30 November 2014, to serve as its designated management company in accordance with the 2010 Law. Ninety One UK is also the investment adviser of the Ninety One Global Alternative Fund 2 SCSp RAIF (Reserved Alternative Investment Fund) and the Africa Credit Opportunities Fund 2 SCSp (unregulated Alternative Investment Fund), together the “AIFs”. Ninety One Luxembourg S.A. acts as the Alternative Investment Fund Manager (“AIFM”) for the AIFs. Ninety One Luxembourg S.A. is a public limited company that has been authorized by the Commission de Surveillance du Secteur Financier to manage the business and affairs of the pooled funds (each, a “Fund”, and together, the “Funds”) pursuant to Chapter 15 of the 2010 Law. Ninety One Luxembourg S.A. has delegated the investment advisory services to Ninety One UK. This brochure focuses on the investment advisory services Ninety One UK provides to U.S. resident clients and non-U.S. pooled investment vehicles that are marketed to U.S. investors. For the purpose of the brochure, Ninety One’s direct or indirect subsidiaries are each deemed to be an affiliate (“Ninety One UK Affiliate”). As of 31 March 2026, Ninety One UK had $130,185,610,073 in regulatory assets under management, calculated on a gross basis and all managed on a discretionary basis. Ninety One UK does not manage assets on a non-discretionary basis.

B.

The Services

Discretionary Services Ninety One UK provides discretionary investment management services to public and private pension

plans, other institutional investors and the Funds. Ninety One UK manages separate accounts (“Separate Accounts”) for institutional investors. Ninety One UK tailors its advisory services to these investors as they may impose restrictions or limitations on how Ninety One UK manages their accounts according to their investment strategies. The restrictions or limitations generally appear either in the client’s investment management agreement (“IMA”) or in the investment guidelines adopted for the Separate Account. For the purpose of the brochure, the Funds and Separate Accounts are deemed “Clients”.

Investment Strategies of Discretionary Services Ninety One UK investments are directed by specific processes developed by each of Ninety One UK’s specialist investment teams. In addition to research analysts, each team has portfolio managers who have authority to manage portfolios within pre-agreed risk parameters. Within this structure, the process used to allocate assets varies by investment strategy (“Strategy”, or “Strategies”) and investment team. With the assistance of the Head of Investment Risk, the Co-Chief Investment Officers oversee each Strategy. On behalf of certain Clients and across certain Strategies, Ninety One UK may trade certain swaps, futures and derivatives under the jurisdiction of the Commodity Futures Trading Commission. Ninety One UK relies on an exemption from commodity pool operator and commodity trading advisor registrations in respect of such activities. Ninety One UK provides discretionary investment management services to its Clients under the following Strategies: -

4Factor Emerging Markets Fixed Income Quality Multi-Asset Sustainable Equity Value Alternative Credit

Please refer to the Investment Strategies section in Item 8, Methods of Analysis, Investment Strategies and Risk of Loss for additional information related to our investment strategies.

Below is the standard management fee schedule for the current U.S. Clients of Ninety One UK or investors in the Funds, as at the date of the brochure. In general, Ninety One UK bases its management fees on its standard fee schedule that is in effect at the time the IMA or the offering documents for a Fund (“Fund Documents”) are entered into, and, therefore, a Client’s fee schedule may be different from the applicable standard fee schedule included herein. Ninety One UK, in its sole discretion, may reduce or waive the management fee for certain Clients and Fund investors. A different fee schedule may apply due to size of investment and various factors, such as in the case when the account has specialized investment objectives, guidelines and restrictions. Investors do not pay a “double fee”, that is, a fee for a direct investment in a Strategy and also a fee for a Fund investing in such Strategy.

Note: The Ninety One Africa Credit Opportunities Fund 2 closed to new investors in December 2021 and entered its two year distribution phase in June 2026.

Strategy

Minimum Account Size

Management Fee Schedule

Global Strategy Fund Tier 1: 0.15%: USD 0-75m US Dollar Money Fund

$1 million

Tier 2: 0.12%: USD 75m-150m Tier 3: 0.11%: USD 150m-300m Tier 4: 0.10%: Above USD 300m

Ninety One Global Alternative Fund 2 SCSp RAIF Tier 1: 1.35%: USD 10-50m Africa Credit Opportunities Fund 3A

$10 million

Tier 2: 1.20%: USD 50-100m Tier 3: 1.00%: USD 100-150m Tier 4: 0.80%: Above USD 150m

Ninety One Africa Credit Opportunities Fund 2 GP S.à.r.l. Ninety One Africa Credit Opportunities Fund 2 (closed to new

investors as of December 2021)

Tier 1: 1.35%: USD 10-50m $10 million

Tier 2: 1.20%: USD 50m and above Tier 3: 0.80%: USD 50m and above at

the first close

Preferred minimum investment sizes usually apply as shown above, but these thresholds can be formally amended or waived on a case by case basis. In its sole discretion, Ninety One UK may accept accounts with assets lower than the indicated preferred minimum. Ninety One UK has the discretion to terminate accounts or change the fees of accounts with assets that fall below the minimum indicated. Each Client or Fund investor pays Ninety One UK a management fee, as detailed in the specific IMA or Fund Documents (the “Management Fee”). Management Fees may be calculated monthly, weekly, daily or by quarter end and are payable monthly, quarterly or annually in arrears of each Client or Fund investor’s capital account based on the net asset value determined by the administrator or the custodian and are pro-rated for partial periods. Management Fees may also be time weighted for flows if specified in the applicable IMA or Fund Documents. Management Fees may be paid directly by a Client or Fund investor to Ninety One UK or may be withdrawn or re-allocated from the investor’s capital account. Ninety One UK may also enter into a performance fee arrangement with a Client or Fund investor pursuant to individual negotiations, provided that all applicable regulatory requirements are met. Performance fees are invoiced and are typically payable on a quarterly or annual basis. Please see Item 6, Performance-Based Fees and Side-By-Side Management for more information. To the extent that a Separate Account or a Fund’s assets are held with its trustee or custodian, the investor should be aware that such trustee or custodian may also charge management or transactional fees with respect to such assets. Additional Fees and Expenses In addition to the Management Fees and, in certain cases, performance fees listed above, Clients and Fund Investors will incur the following additional fees, directly or indirectly: -

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all reasonable and normal overhead expenses attributable to the management of the Fund, including, among other things, ordinary administrative and operating expenses, custody fees and custody transaction fees with respect to the interests, tax, tax preparation and bookkeeping fees and expenses; costs and expenses associated with the formation, organization, re-organization, restructuring or registration of the Fund, administrator fees; normal or incidental transaction fees and other related costs; brokerage commissions and interest expenses; transfer fees, including transfer agent fees, and other related transaction costs; clearing house fees;

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interest expenses relating to particular transactions; certain professional services fees, including external legal, accounting, audit, tax and valuation service fees; certain regulatory and compliance expenses; incidental expenses, settlement expenses or other similar costs associated with securities transactions (which costs are typically reflected in the net purchase or sale price for the relevant security); which may include, without limitation, overdraft expenses; collateral costs; taxes (including capital gains tax, stamp, duty and transfer taxes); any other fees or expenses that are documented in the Fund Documents or the IMA and that, in Ninety One UK's determination, are reasonably incurred in connection with the business or maintenance of the relevant Fund or Separate Account.

Moreover, Clients and Fund Investors may also incur further additional fees, directly or indirectly, other than those listed above, such as: -

costs incurred in taking out or maintaining any insurance policy in relation to the Fund; expenses incurred in connection with the offering and sale of interests in the Fund; costs of any extraordinary expenditures, including but not limited to, litigation expenses including attorneys’ fees, and the full amount of any tax, levy, duty or similar charge imposed upon the Fund or its assets that would not be considered an ordinary expense.

Clients will pay brokerage commissions, mark-ups, mark-downs, other commission equivalents and/or transaction costs related to transactions effected for their accounts to executing broker-dealers. As described in Item 12, Brokerage Practices, the Trading Desk (as defined below) will affect these transactions subject to its obligation to seek best overall execution. The different types of execution charges include commissions, commission equivalents, mark-ups, mark-downs and spreads. Ninety One UK may be permitted to invest or recommend investment in investment vehicles managed by Ninety One UK Affiliates. Typically, the fees and expenses that the Client has to bear for such investments are embedded in the Management Fees and set forth in the IMAs and Fund Documentation. Certain Strategies involve investing in emerging markets and frontier markets. In these markets, brokerage practices, execution costs and transaction costs differ from customary practices in developed markets, and transaction costs are generally higher. Ninety One UK Limited has entered into and may in the future enter into side letter agreements or arrangements with investors that reduce the management fee. As such, those investors will have a lower management fee than other investors in the Fund. Other investors in the Fund will not be notified or receive documentation of such an arrangement. Some of Ninety One NA’s employees are involved in introducing U.S. Clients to Ninety One UK. None of Ninety One UK’s or Ninety One NA’s employees engaged in providing marketing, sales and client services to U.S. Clients are directly compensated based upon the sales of the securities and other investment products.

Methods of Analysis Ninety One UK offers a range of equity and emerging market fixed income strategies. Generally, Ninety One UK's investment teams use standard methods of analysis. Ninety One UK may analyze potential investments internally, but Ninety One UK will rely on third parties for the provision of data used by the proprietary screening models. Ninety One UK's investment teams manage the Strategies. Each investment team has its own specific investment philosophy. Each investment team applies its philosophy to the Strategy it manages through a multi-step investment process. Each investment team has clear accountability for its Strategy and reporting lines that encourage active participation and implementation of ideas. Ninety One UK's investment teams are supported by a centralized infrastructure. Ninety One UK is the investment adviser to the following Funds that include at least one US person. Ninety One UK has not listed any of the other Funds below. The Fund Clients and Fund Investors should be aware that there are a number of risks relevant to a Strategy and Ninety One UK has listed a summary of the risks associated with the strategy below in a section entitled “Summary of Risk Factors.” Ninety One Global Strategy Fund – U.S. Dollar Money Fund: The Fund aims to provide access to income at wholesale Eurocurrency market interest rates in U.S. Dollars. This Fund is a short-term variable net asset value money market fund and while the Fund aims to preserve capital, this is not guaranteed. The Fund seeks to achieve its objective by investing in short-term deposits and other short-term financial instruments available on the Eurocurrency markets and on the relevant domestic markets. The deposits shall have a maximum maturity of six months and certificates of deposit and other short term financial instruments shall have a maximum residual maturity of twelve months. The weighted average life and weighted average maturity of the portfolio will fluctuate according to the investment manager’s opinion on interest rates, but without exceeding a weighted average life of 120 days, or a weighted average maturity of 60 days. Investment Strategies 4Factor The 4Factor team (the “4Factor Team”) prides itself in being fundamental investors, harnessing technology. It has incorporated a data driven alpha model in a bottom-up investment process since 2000, to promote objectivity and direct research efforts, where thorough fundamental analysis is key to every investment decision. The team believes the markets are inefficient due to behavioral biases. Its approach to combining deep

fundamental insights with outputs from the machine learning alpha model provides the edge in exploiting these inefficiencies, while remaining agnostic to traditional investment styles. From a broad universe, the investment process begins with a machine learning alpha model which objectively ranks companies from the most to least attractive based on the philosophy and investment criteria. It directs the team’s research attention towards companies that are most likely to outperform and away from those that are most likely to underperform, so the team can efficiently focus its fundamental efforts on a viable and relevant subset of opportunities to be taken forward for thorough fundamental analysis. The investment team then assesses the bottom-up investment case for the potentially attractive companies to identify the highest conviction ideas for inclusion in the portfolio, incorporating risk management and sustainability considerations throughout. Aligning with the 4Factor philosophy, the fundamental research assesses a company through multiple pricing anomalies including value, quality, operating performance and investor attention. The research analysts derive deep, forward-looking insight on key business drivers that they believe are likely to drive share price performance over a 12-24 month timeframe and focus on where they believe changes to marginal expectations in these key business drivers are under-estimated or mis-priced by the market. The portfolio managers have full discretion and accountability for portfolio construction. Position sizes in stocks for inclusion in the portfolio are typically determined by our fundamental conviction in a stock, combined with its volatility, liquidity, and impact on the overall portfolio risk profile. The investment teams seek to construct high conviction, risk-aware portfolios in keeping with the strategy’s investment guidelines and constraints, aiming to maximize our exposure to holdings where we have the greatest conviction and to limit portfolio exposure to non-stock specific risks in market, style, sector, country & currency risk. The resulting portfolios have balanced exposure over time to value, growth, quality and momentum. Given the focus on bottom-up stock selection, idiosyncratic risk should drive consistent, long-term risk adjusted returns. Emerging Market Fixed Income The Emerging Market Fixed Income team is organized into specialist groups. This facilitates effective decision-making and ensures accountability.

EM Sovereign The team has developed a robust process which consists of three key steps that combine top-down and bottom-up factors. The team believes that this approach maximizes the opportunities available to investors over the long term. The top-down allocation is the first step, seeking to exploit alpha opportunities across sub-asset classes. Here, the team determines the general outlook, identifies the different themes for emerging markets, and considers the relative value and attractiveness of the four component parts (where relevant) of the investable universe (local currency sovereign debt, currencies, hard currency sovereign debt and hard currency corporate debt). This enables the team to actively allocate between the asset classes with the goal of optimizing portfolio return potential. The second step is the bottom-up allocation, which aims to exploit alpha opportunities across individual assets that sit within sub-asset classes. This process consists of thorough country-level economic and political analysis to determine what the team believes is the best relative and outright trade ideas at a country level. In the third step, these bottom-up ideas are used to achieve the top-down positioning through a structured portfolio construction process which aims to manage risk, maintain diversification and reduce the costs of trading and taxes. The EM Sovereign team uses a scorecard approach during this process. At the top-down level, the scorecard aids the overall risk bias and helps to determine how best to allocate risk between the four asset classes. At the bottom-up level, the scorecards create a country ranking within each separate asset class. The scorecards reflect a framework which considers three sets of key factors; changing fundamentals, valuations and market price behavior (the “Compelling Forces”) and serve to prompt ideas, maintain a strong sell discipline and record and monitor the effectiveness of the investment process. Each scorecard is made up of a mix of quantitative and qualitative factors. The scorecards are periodically updated and debated by the team

prior to a determination of the final position.

EM Corporate The team has developed a robust approach to accessing the EM Corporate Debt opportunity through a rigorous bottom-up approach, informed by top-down analysis. This investment approach uses the Compelling Forces. The team believes these Compelling Forces provide an effective bottom-up framework to seek to identify attractive investment alternatives within the emerging market corporate debt universe that drive alpha generation. The top-down allocation is the first step. The top-down process determines the general outlook for emerging markets and the relative attractiveness of EM corporate debt, as well as aiming to identify the current point in the global economic cycle and individual regional cycles. This generates an overall risk bias for the portfolio along with preferences for region, sector and credit quality. The bottom-up process requires a frequent review to ensure the team is capturing changes from a micro level in a timely manner. Bottom-up analysis is a three-step process. First, the team carries out an initial quantitative screening based on absolute and relative valuations, before conducting in-depth fundamental analysis on a concentrated coverage list. This then filters into a final sector scorecard. The bottom-up review uses this scorecard methodology to rank individual investments in each sector and to identify an overall view of the sector. The sector views stemming from the scorecards are important as they are used as a key tool when debating the sector allocations. There are frequent reviews of both sector scorecards and the entire portfolio. At the core of the process is a depth of investment research that provides conviction to invest through periods of market volatility. This process relies on the team’s understanding of each investment, deriving from in-depth investment research which in turn creates the conviction to remain invested, waiting for prices to more accurately reflect the fundamentals at times of market dislocation.

EM Private Credit The EM Private Credit investment process is designed around the objective of delivering solutions/portfolios that are resilient across economic cycles, with the aim of delivering compelling and competitive risk-adjusted returns. The credit investment process comprises interrelated aspects, bottom-up fundamental credit analysis, top-down macro-economic analysis, and market factor analysis and portfolio construction (which incorporates risk management). These interrelated aspects together form a credit investment process that attempts to select fundamentally strong credits that are not overly vulnerable to prevailing macro-economic and other market conditions. The fundamental analysis step involves an in-depth, bottom-up assessment of each borrower's financial, business, and market position. Detailed financial models are constructed and sensitivity analyses are run across base, upside, and downside scenarios to ensure downside risks are captured and measurable. The scope and depth of the analysis will depend on what is appropriate for the risk profile of the company. The fundamental assessment includes a consideration of the key ESG risks. The process entails the submission of a full credit application to the team-based Credit Investment Forum for initial screening and approval, and where required (for unrated borrowers or positions exceeding 10% of total debt issuance), ratification by the Investment Committee. Both the Credit Investment Forum and the Investment Committee operate on the basis of unanimous consent. The portfolio construction stage draws on both the fundamental bottom-up and top-down processes. Investment decisions are made within a defined risk framework, with the portfolio diversified across counterparties, countries, and sectors. Borrowers with strong fundamentals, leading market positions, experienced management teams, and proven cash-generation capacity are preferred. The selection of instruments, which may include senior secured loans, senior unsecured debt, subordinated debt, mezzanine loans, listed bonds, and other infrastructure debt, reflects both bottom-up credit views and top-down considerations, including country risk, sector concentration limits, and the investment restrictions set out in the legal documentation. Quality The Quality team (the “Quality Team”) believes that “quality” means investing in companies that can compound shareholder value over the long term. The focus is investing in businesses that possess

enduring, hard to replicate competitive advantages and have dominant market positions that are backed by structural growth. These competitive advantages are typically intangible assets such as brands, IP, patents, licenses or network effects. These strategies seek highly cash-generative businesses with low capital requirements and low sensitivity to economic and market cycles and are unconstrained by sector, geography and market capitalization. The three predominant ways in which the Quality Team generates ideas are: 1.

2.

3.

Universe creation and monthly screening: The universe is narrowed by filtering out smaller cap stocks, illiquid stocks, and lower quality stocks in capital intensive parts of the market. The universe is then quantitatively ranked by four quality, growth and valuation metrics. Those companies that rank highest are considered as potential ideas for further research. Internal research: Leveraging the extensive library of company research across the Quality team, and engagement with company management teams, including industry conferences and tradeshows; and External sources: Where appropriate, external sources are used as additional sources of ideas, to challenge assumptions and strengthen research conclusions.

Read the rest in the brochure

Ninety One UK provides investment advisory services to institutions, such as pension plans, trusts, state and municipal government entities, registered investment companies and domestic pooled investment vehicles. Ninety One UK requires that each investor in a Fund be an “accredited investor” as defined in Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act. Please refer to the fee schedule in Item 5, Fees and Compensation for information related to the minimum account size.

Ninety One UK may, from time to time, enter into arrangements with Clients and Fund Investors which provide for performance-based compensation based on portfolio returns above a specific hurdle rate. Performance–based compensation may be in lieu of, or in addition to, Ninety One UK’s usual Management Fee compensation. Such arrangements may be negotiated and will in all cases be in compliance with Rule 205-3 under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Performance fees are invoiced and are typically payable on a quarterly or annual basis. There are instances in which Ninety One UK manages accounts in the same Strategy that have different fees paid by different accounts, which includes the side-by-side management of accounts with performance-based fees and asset-based fees. A performance-based fee creates a conflict of interest for Ninety One UK because it has an incentive to choose riskier or more speculative investments for and/or favor those Funds or Clients for which Ninety One UK is entitled to a performance-based fee given that Ninety One UK’s compensation for managing such Funds or Clients may exceed its

compensation for managing the assets of Funds or Clients, which charge asset-based fees. Side-by-side management of accounts with different fee structures creates a conflict of interest as Ninety One UK has an incentive to favor the performance-based fee accounts when allocating investment opportunities. Ninety One UK has implemented various policies and procedures designed to address these conflicts and ensure that all Clients are treated fairly and equitably, and the allocation of investment opportunities is done in a manner consistent with Ninety One UK's fiduciary obligations irrespective of an account’s fee structure. Please see Item 12, Brokerage Practices for more information about Ninety One UK’s aggregation, allocation and best execution policies.

Global Firm Ninety One UK and its affiliates operate investment teams in London, Hong Kong, Singapore, New York and Cape Town. Ninety One UK Affiliates may share proprietary research and information developed by each of those entities. Ninety One UK’s trades are executed by a global trading desk, with desks located in London, New York, Hong Kong and Cape Town (“Trading Desk”), which operates from orders generated through its global order management system (“OMS”). Ninety One UK is part of a global financial services group of companies. From time to time, Ninety One UK will engage in business activities with some or all of those companies, subject to its policies and procedures governing how Ninety One UK handles conflicts of interests. Ninety One UK’s global executives also serve on the boards of Ninety One UK Affiliates. Dual-Hatting Affiliates Ninety One UK has entered into a Dual-Hatting Agreement with Ninety One NA. In connection with its investment advisory services provided to its Clients and through the Dual-Hatting Agreement, Ninety One NA may use the resources of the Dual-Hatting Affiliates to provide investment advice, portfolio management and legal and compliance functions. As a party to the Dual-Hatting Agreement with Ninety One NA, Ninety One UK permits certain of its officers and personnel, as applicable, to provide investment advice and portfolio management services to Ninety One NA’s Clients as “Dual-Hatted Employees”. Such persons are subject to the control and supervision of Ninety One NA, and to Ninety One NA’s compliance policies and procedures and Code of Ethics, in connection with any such services provided to Ninety One NA’s Clients. In addition, Ninety One UK has entered into a Services Agreement with Ninety One NA. Under the Services Agreement between Ninety One NA and Ninety One UK, Ninety One UK may provide

services that are deemed ancillary services in regard to the Dual-Hatting Agreement to Ninety One NA Clients. Services to and from other Ninety One Affiliates -

Ninety One UK may assist Ninety One NA in the marketing and sales of non-U.S. pooled investment vehicles to U.S. investors.

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The GSF has appointed Ninety One Luxembourg S.A. as its designated management company. The Management Company has delegated the investment advisory services to Ninety One UK. Ninety One UK thus invests its clients in pools managed by a Ninety One Affiliate.

Transactions and Personal Trading Code of Ethics Ninety One UK has adopted a Code of Ethics (the “Code”), pursuant to Rule 204A-1 of the Advisers Act applicable to officers, directors, employees, interns and temporary employees and its Dual-Hatted Employees (solely for the purposes of Item 11, “Employees”). This Code sets forth the standard of business conduct as well as rules for personal securities transactions that are designed to address or mitigate potential conflicts of interest and to minimize any potential appearance of impropriety. Compliance with the Code is a condition of employment for all Employees. Ninety One UK will provide a copy of the Code to any Client or prospective Client upon request. The Code covers personal securities transactions of all Access Persons (as defined in the Advisers Act) and any accounts where Access Persons may have beneficial ownership interest. The Code permits Access Persons to trade in securities for their own accounts even if the securities are recommended to and/or purchased by Clients. However, personal trades are subject to preclearance procedures, black-out periods and reporting requirements as well as other provisions that restrict personal trading. Violations of the Code are subject to remedial actions including, but not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Employees are required to annually certify compliance with the Code. Participation or Interest in Client Transactions Clients of Ninety One UK Affiliates may take positions in securities that are in competition with or opposite of positions held by Ninety One UK’s Clients. Because Ninety One UK Affiliates and Ninety One UK generally conduct their business independently of one another, Ninety One UK is not in a position to prevent any Ninety One UK Affiliate from taking such positions with respect to their clients. However, neither Ninety One UK nor Ninety One UK Affiliates knowingly compete with each other or take positions opposite each other. Ninety One UK performs investment management and investment advisory services for various Clients, many of whom may have differing investment objectives, guidelines, and restrictions. As a result, in some cases, Ninety One UK gives advice and takes action in the performance of its duties for a particular Client that may differ from the advice given, or the timing or nature of action taken, with respect to other Clients. Frequently, a particular security may be bought or sold for only one or a small number of Clients, or in different amounts and at different times for more than one but less than all Clients. In some cases, Ninety One UK causes one or more accounts to buy or sell a security from or to a broker-dealer, and then engages in the opposite transaction for one or more other accounts from that or of another brokerdealer. Ninety One UK has adopted procedures that it believes are reasonably designed to seek to obtain the most favorable price and execution for the transactions by each account. Ninety One UK and Ninety One UK Affiliates are not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling, any security that Employees buy or sell for their own personal account or for the accounts of any Ninety One UK Client. Ninety One UK manages conflicts with its Employees investing for their personal accounts by requiring that any transaction be made in compliance with the Code.

Ninety One UK’s Employees may give advice and take action in the performance of their duties for some Clients that differs from advice given, or the timing or nature of actions taken, for other Clients or for their personal accounts. Ninety One UK has no obligation to acquire a position in any security for a client account which it acquires on behalf of another Client, or which a Ninety One UK Employee acquires for his or her personal account. Likewise, Clients shall not generally have co-investment or other rights in respect of any such investment. In the course of business, investments for Clients will overlap with investments for the clients of a Ninety One UK Affiliate and create a possible conflict of interest. This may occur in connection with an investment opportunity that is suitable for multiple accounts but is not available in sufficient quantities for all accounts to participate fully. Because Ninety One UK provides services to a number of different Clients, potential conflicts of interest also arise related to the amount of time an individual devotes to managing particular accounts. Ninety One UK may also have an incentive to favor certain Separate Accounts in the allocation of investment opportunities or otherwise treat preferentially those accounts that pay Ninety One UK a performance-related fee, or a higher fee level or greater fees overall. To address such conflicts, Ninety One UK has established a variety of policies and procedures whose goals are to facilitate the fair allocation of investment opportunities. Please see Item 6, PerformanceBased Fees and Side-by-Side Management for more information about the side-by-side management of accounts and Item 12, Brokerage Practices for more information about the allocation policy. At all times, Ninety One UK seeks to treat all of its Clients in a fair and equitable manner and will act in a manner that Ninety One UK believes to be in the best interests of Clients. Potential conflicts of interest also arise in connection with the knowledge by a Ninety One UK and/or a Ninety One UK Affiliate’s employee of the timing of transactions, investment opportunities, broker selection, portfolio holdings and investments. Such Employees who have access to the size and timing of transactions have information concerning the market impact of transactions. Such Employees may be in a position to use this information to their possible advantage or to the possible detriment of a Client account. Ninety One UK manages these potential conflicts by requiring that any personal trade be made in compliance with the Code. From time to time, Ninety One UK may deem that it is in the best interests of its Clients to transfer a security from one Separate Account under management to another such Separate Account (each, a “Cross-Trade”). Any such Cross-Trade must be executed through a broker-dealer or other properly qualified third party, unaffiliated with Ninety One UK. Ninety One UK requires that the securities be crossed at a fair price for all clients based on independent pricing sources. Any additional fees are shared fairly between the client Separate Accounts. Notwithstanding anything else contained herein on permissible cross trades, the prohibited transaction rules under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) bar investment managers from engaging in cross-trades absent an exemption. Ninety One UK shall not execute any cross-trades between two of its Separate Accounts if one of such accounts is subject to ERISA. A Fund may, from time to time, accept contributions from investors subject to ERISA. Under ERISA’s plan asset regulations, generally, if 25% of any class of equity of a fund is held by plans subject to ERISA, such Fund’s assets will be considered “plan assets” for purposes of ERISA and such Fund will be required to meet all applicable ERISA rules and regulations. Accordingly, if a Fund is deemed to be a “plan assets vehicle”, Ninety One UK will not execute any cross-trades involving such Fund. Ninety One UK shall maintain a log of accounts subject to ERISA, which shall be available to the traders and portfolio managers at all times. Restrictions of cross trades apply also for investment company client portfolios. Section 206(3) of the Advisers Act prohibits an investment adviser from, directly or indirectly, acting as a principal in transactions with its advisory clients without (i) disclosing to such client in writing before the completion of any settlement of such transaction the capacity in which Ninety One UK is acting, and (ii) obtaining the written consent of such client prior to the settlement of such transaction. Ninety One UK does not invest in securities for its own account. However, accounts managed by Ninety One UK may contain sufficient assets attributable to its Ninety One UK Affiliates to render such accounts “principal accounts” for purposes of this section of the Advisers Act. Ninety One UK does not cause accounts it manages to enter into principal trades without the prior written approval of the applicable Clients. The transactions described above involve the potential for conflicts of interest between Ninety One UK and its affiliates, between Ninety One UK and its Clients or between different Clients. The Advisers Act,

the Investment Company Act and ERISA impose certain requirements designed to decrease the possible effects of conflicts of interest between an investment adviser and its clients, which may result in certain transactions being permitted and others being prohibited. As such, Ninety One UK seeks to ensure that potential or actual conflicts of interest are appropriately resolved, taking into consideration the overriding best interests of its Clients. Personal Trading Employees are permitted to invest in securities for their personal accounts that are also held in Ninety One UK’s Client accounts. Potential conflicts arise in this situation because Ninety One UK’s Employees could have a material interest in or relationship with the issuer of a security or could use knowledge about pending or currently considered securities transactions for Clients to profit personally. Employees are allowed to invest in certain non-U.S. pooled investment vehicles managed by Ninety One UK Affiliates. Clients should be aware that such investments may be deemed to create a conflict of interest, as there could be an incentive for Employees to allocate investment opportunities to such nonU.S. pooled investment vehicles or accounts in which Employees are invested at the expense of other advisory clients. To address these potential conflicts, Employees are required to report brokerage and trading accounts to Ninety One UK upon hire and annually. The Code and Ninety One’s Global Personal Account Dealing Policy (“PAD Policy”), which applies to Ninety One UK, requires, among other things, advance approval of certain purchases or sales of securities by its employees. To ensure compliance with the pre-trading authorization requirement, each Employee is required to instruct each broker-dealer with whom he or she maintains an account to send directly to Ninety One UK a duplicate copy of all transaction confirmations generated by that broker-dealer for the account of such Employee. These confirmations or other relevant records are reviewed by the Compliance department to ensure compliance with the pre-trading authorization requirement. In addition, the PAD Policy restricts the purchase and sale by its Employees for their own accounts of securities which have been or are being considered for purchase for client accounts. Except under certain limited circumstances, Employees are not to engage in a transaction in the same security (or a security equivalent) while an order for a Client is pending or within a certain period of time before and after execution of the transaction in that security (or a security equivalent) on behalf of the Client. To the extent Ninety One UK determines that there is no conflict of interest, Employees from time to time can engage in material outside business activities. The employees of Ninety One UK and those of Ninety One UK’s Affiliates are subject to Ninety One’s Global PAD Policy. Ninety One’s Global PAD Policy enables Ninety One UK and Ninety One UK Affiliates to coordinate the pre-clearance of securities in order to prevent conflicts of interest and the perception of impropriety in employee personal trading. The nature and timing of actions taken by one or more of Employees or by one or more of the Ninety One UK Affiliates, either for their own accounts or for a Client, may differ from the nature and timing of actions taken by Ninety One UK for another client account. Because the PAD Policy places restrictions on when Employees can trade certain securities, the price received by a Client in a securities transaction will most likely be different than the price received by an Employee.

Ninety One UK’s trades are executed by the Trading Desk, as governed by the Ninety One Order Execution Policy (“Order Execution Policy”), which operates from orders generated through its order management system (“OMS”). The Trading Desk executes trades authorized by Ninety One UK, as well as Ninety One SA, Ninety One NA and Ninety One HK servicing Ninety One UK’s Clients. Below is a discussion of the Trading Desk’s execution practices. Best Execution Clients give Ninety One UK full discretionary authority over assets under management, subject to any limitations or prohibitions that may be imposed by each Client in its investment objectives, guidelines, and restrictions, or instructions otherwise provided to Ninety One UK by the Client. Ninety One UK will have the power to determine - without consultation with the Client - which securities are bought and sold, when such purchases and sales are made, and the total amount of such purchases and sales. Ninety One UK accepts full discretionary authority to determine the broker to be used and the commission paid,

with the objective of attaining the best available price and most favorable execution as described below (“Best Execution”) for each transaction. In selecting a broker-dealer for each transaction, the Trading Desk uses its best judgment to choose the broker-dealer most capable of providing the services necessary to obtain the best execution of that transaction. The Trading Desk operates as an independent functional unit, thereby seeking to eliminate any potential conflicts of interest between portfolio management and trading activities. In seeking best execution, the Trading Desk evaluates a wide range of factors, including any or all of the following: price, execution cost, speed of execution, likelihood of execution, likelihood of settlement, transaction size, nature of transaction and other factors affecting the overall transaction-related benefit received by the Client. When circumstances relating to a proposed transaction indicate that a particular broker-dealer is in a position to obtain the best execution, the order is placed with that broker-dealer. Ninety One maintains a list of approved broker-dealers and has established standard commission rates with the broker-dealers with which it transacts. Standard commission rates vary based on the type of transaction. Some trades are made on a net basis where the Client buys securities directly from a dealer or sells them directly to a dealer. This is typical for foreign exchange and most debt securities. In such foreign exchange and debt transactions, there is no direct commission charged, but the dealer receives a “spread” which is the equivalent of a commission for engaging in the transaction. Occasionally, a Client may join a commission recapture program and request the execution of a certain percentage of their trades through such commission recapture program broker-dealers. Ninety One UK will consider such request in principle, but if agreed to may not, in fact, execute trades with such broker dealers if the Trading Desk is unable to achieve best execution pursuant to the Order Execution Policy. In addition, a Client may request that a specific counterparty or custodian be utilized for any currency hedging conducted for their accounts in order to compensate for shifts in the relative value of their account. Foreign exchange transactions are conducted through such Client’s custodian bank or through specific counterparties at the Client’s direction. Client directed trades may mean that the trader is not able to follow our Order Execution Policy to achieve the best execution. Research and Other Soft Dollar Benefits Ninety One UK and Ninety One UK Affiliates may operate any commission sharing or soft dollar arrangements. As at the date of the brochure, Ninety One UK and Ninety One UK Affiliates, except for Ninety One SA, pay the full cost of investment research from their own resources. Ninety One UK does not cause the client to pay broker-dealer commissions in excess of the commission cost for the execution of each trade. Ninety One SA, a Ninety One UK Affiliate, operates commission sharing arrangements for certain clients for which it acts as investment manager. Under such an arrangement, the cost of investment research is met from client commissions rather than borne directly by such Ninety One UK Affiliate, which gives rise to a potential conflict of interest, including an incentive to select broker-dealers based on research or other services received rather than solely on the most favorable execution. Ninety One UK does not participate in these arrangements, and neither Ninety One UK nor its Clients receive any benefit from them. Trade Aggregation and Allocation In many cases, once authorized, portfolio transactions may be executed in an aggregated transaction as part of concurrent authorizations to purchase or sell the same security for numerous Clients served by the Trading Desk, some of which may have similar investment objectives. In addition, the Trading Desk may coordinate the execution of transactions for Ninety One UK Clients with execution for transactions for the Clients of Ninety One UK's Affiliates. Ninety One UK believes that aggregation of transactions will enable it to obtain the most efficient execution, although there is no certainty that such objective will be achieved. Coordination of transactions among the Clients of Ninety One UK and the Ninety One UK Affiliates may have similar results. As a result, many of Ninety One UK's transactions are coordinated for its Clients though the Trading Desk and aggregated in the global OMS. This practice helps to minimize the possibility that Clients of Ninety One UK and those of Ninety One UK Affiliates would compete in the marketplace by executing transactions in the same security during the same day. When the Trading Desk executes an order for a security, the global OMS provides the facility to aggregate that order for

execution along with any other order(s) it may have received for the same security from other Ninety One UK Affiliates. One of the Trading Desk’s objectives in aggregating trades for Clients of Ninety One UK with each other and with clients of Ninety One UK Affiliates is to attempt to ensure that all clients are treated in a fair and equitable manner over time. Although the Trading Desk generally believes that aggregation of transactions is consistent with its duty to seek best execution, the Trading Desk is not obligated to aggregate orders into larger transactions. Ninety One UK has adopted a pre-trade allocation policy that applies to investment opportunities which may have limited capacity and/or time availability. This policy directs Ninety One UK to allocate investment opportunities among Clients fairly and provides consistent treatment of Clients with similar investment objectives and guidelines to the extent practicable. Although Ninety One UK attempts to obtain capacity in the market for Clients that can participate, capacity is not always available. Under such circumstances, Ninety One UK may, in theory, have an incentive to allocate, aggregate or sequence trades in favor of, or to otherwise favor certain Clients (e.g., those client accounts for which Ninety One UK receives a performance-based fee). To address this and other potential conflicts of interest, Ninety One UK will allocate investment opportunities among participating Client accounts on a pro rata basis based on the order size. Allocations may be subject to rounding to ensure that resulting lot sizes are economic and tradable. Situations may arise, however, where Ninety One UK believes in good faith that an allocation to a particular Client account may not be appropriate because, among other reasons, (i) Client guidelines and restrictions, (ii) insufficient cash in a Client account for such investment, or (iii) where the resulting allocation will result in a de minimis allocation which is neither tradable nor scalable. All trade allocations are documented at the time of placing an order in the market without Client favoritism. Under no circumstances will Ninety One UK allocate trades based upon subsequent market movements. Ninety One UK monitors the adherence to the allocation policy. Over the Counter (OTC) Trades The Trading Desk may be instructed to purchase securities for Client accounts that are not listed on international securities exchanges but that are traded in the over-the-counter market. Where transactions are executed in the over-the-counter market, the Trading Desk will seek to deal with the primary market-makers, but, when necessary, in order to seek to obtain the best price and execution, it will utilize the services of others. In all cases, Trading Desk will attempt to secure best execution.

Ninety One UK has established relationships with consultants who assist institutional investors and pension plans. Ninety One UK is a party to several written agreements pursuant to which it pays a fee to a third party (a “Placement Agent”) for referring Clients to Ninety One UK or introducing or serving Separate Accounts. The costs of any such fees would be paid entirely by Ninety One UK and, therefore, would not result in any additional charges to the Client. The fee paid under these agreements is based, directly or indirectly, on the amount of funds received for management from Clients referred by Placement Agents. The agreements may also provide for the reimbursement of certain expenses incurred by Placement Agents. Other than the above, Ninety One UK does not receive economic benefits from any third party with regards to Client referrals or in connection with giving advice to U.S. clients. All U.S. Clients are referred to Ninety One UK through Ninety One NA. Ninety One UK pays for, and utilizes, various services and attends various forums and events that are supplied or sponsored by consultants and third-party intermediaries. The payment for these services could be perceived to provide a benefit to such consultant or third party and, therefore, result in an incentive for a consultant to recommend Ninety One UK's services. However, Ninety One UK believes that its receipt of such services offers genuine educational or other benefits to it and its Clients. In the conduct of its regular business operations, Ninety One UK and/or its Employees, may entertain clients or make charitable contributions. Ninety One UK has adopted policies and procedures reasonably designed to address any potential conflicts of interest associated with such activities.

There are no legal or disciplinary events to report that are material to a Client’s or prospective Client’s evaluation of Ninety One UK’s investment advisory business or the integrity of its management.

Clients’ portfolios are reviewed on a daily basis, including through automated monitoring. Portfolio restrictions, which are sourced from IMAs and Fund Documents, are configured as ‘rules’ in the OMS. Responsibility for coding the rules entered into the OMS, rule exception overrides and breach identification lies with the Investment Guideline Management team (“IGM”), which is functionally and hierarchically independent of the investment professionals. Trades are subject to automated pre-trade compliance checks before they can progress to dealing. Proposed trades that generate exceptions are challenged by IGM and, subject to the outcome of such challenge and subsequent investigation, either approved for release (‘overridden’) or rejected. All overrides and corresponding key information, including the IGM team member and rationale for such override are recorded in the OMS’s audit trail. At the start of each business day an automated process in the OMS checks portfolio compliance from the previous day’s transactions and market movements. Any exceptions identified are investigated by IGM and validated breaches are escalated in line with a formal breach management process. Where appropriate, for any rule that cannot be electronically coded into the OMS, the IGM Team will have mitigating monitoring controls in place (e.g., spreadsheet calculations that can be run daily or intraday if necessary). Ninety One UK’s breach management process ensures breaches are appropriately remediated, communicated both internally and to Clients where appropriate and escalated. Where a breach is deemed to be ‘advertent’ (i.e., due to the actions or inaction of Ninety One UK or a Ninety One UK Affiliate), it is escalated to an independent Operational Risk team that undertakes a comprehensive review and if appropriate, Clients will be compensated and made whole.

In addition, key portfolio metrics, along with all ‘advertent’ compliance breaches, are reviewed monthly by the Operational Risk Committee. Finally, Client portfolios may also be reviewed periodically for ‘event driven’ reasons.

Ninety One UK does not maintain physical custody of Client assets nor does Ninety One UK have authority over the assets of Separately Managed Accounts, other than for bona fide investment and trading purposes. Instead, client cash and securities are held at independent qualified custodians.

Ninety One UK provides discretionary investment management services. Ninety One UK typically receives discretionary authority from the Client at the outset of an advisory relationship, pursuant to the Fund Documentation or the applicable IMA. Ninety One UK has the authority to select the identity and amount of securities to be bought or sold, subject to the stated investment objectives for the particular Client account without obtaining specific Client consent. The stated investment objectives and guidelines for the particular Client account or the Fund’s investment objectives and restrictions may be amended from time to time with the consent of the Client, or, in the case of the Funds, consent from a certain percentage of investors in the Fund. Investment guidelines and restrictions must be provided to Ninety One UK in writing. For certain Clients, Ninety One UK’s authority to trade securities could also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made.

The power to vote proxies with respect to the securities and investments of our Clients derives from IMAs or the Fund Documents. For segregated accounts, Clients may retain proxy voting authority for themselves and preclude Ninety One UK from voting proxies for their account. Ninety One UK has adopted written Proxy Voting Guidelines (the “Proxy Guidelines”) that are reasonably designed to ensure that Ninety One UK is voting in the best interest of its Clients. The Proxy Guidelines reflect Ninety One UK’s general voting positions on specific corporate governance issues. Ninety One

UK votes in accordance with its policy and proxy voting guidelines, taking into account client interests and market-specific characteristics (e.g. share-blocking markets). A copy is found on Ninety One UK’s website via this link: Ninety One Stewardship Policy and Proxy Voting Guidelines. The link also provides information on how Ninety One UK has voted. While this policy applies globally, Ninety One UK may consider voting decisions differently in developed markets and local markets. Ninety One UK uses ISS, an independent third party proxy voting service, to effect proxy votes. ISS receives the instructions from Ninety One UK and processes these with custodians and sub-custodians. The administration of the proxy voting rests with a dedicated team within the Ninety One Operations team. Ninety One UK aims to vote as many shares as practical given local market regulations (e.g. around share blocking). Governance, including proxy voting, is internally governed by the Sustainability Committee, which is made up of senior representatives of the Ninety One, including the CEO, Chief Sustainability Officer and Co-Chief Investment Officers. This committee will oversee and review the proxy policies and any controversial votes are discussed at this meeting, including conflicts of interest issues related to nominating directors, engagement and fundamental transactions, as disclosed in more detail the Ninety One Stewardship Policy and Proxy Voting Guidelines. Portfolio managers monitor and, where appropriate, engage with investee companies. This monitoring may include an assessment of the strategic governance of the companies in which Ninety One UK invests and includes a clear audit trail of voting where applicable. Ninety One UK does not generally attend annual shareholder meetings of companies in which Ninety One UK invests, but will do so when it considers this necessary or appropriate.

Ninety One UK is not required to attach a balance sheet because it does not require or solicit any prepayment of fees. Ninety One UK is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has Ninety One UK been the subject of a bankruptcy petition at any time during the past ten years.