Donald Smith & Co., Inc.: investment adviser

In addition we allow our clients to select performance-based fees. D) Wrap Fee Programs We provide investment advisory services for a wrap fee program in our Large Cap Concentrated Value Equity product. The only difference between the wrap accounts and the other client accounts is that all trades executed on behalf of the wrap accounts have to be traded through the broker managing the wrap program at $0 commission. In all other ways we manage the wrap accounts in the same way we manage all other client accounts. Our investment advisory fees are included in the total wrap fees charged to these accounts. E) AUM – Discretionary vs. Non-Discretionary As of December 31, 2025, our total firm assets under management was $5,605M. The breakdown between discretionary and non-discretionary assets was: Discretionary: Non-Discretionary

$5,605M $0

*(100% discretionary)

Deducting fees directly from client accounts is not an available method for clients to select. C) Other Types of Fees or Expenses There are no additional fees or expenses that clients pay to us in connection with our advisory services beyond the quarterly fee payments as described in B above. Note that all clients, with the exception of the wrap accounts as described in Item 4 D, will incur brokerage and other transaction costs. See Item 12 for additional details. D) Fees Payable in Advance (not applicable) As previously stated, we bill for fees at the end of each quarter. We do not accept prepaid fees. E) Compensation for Sales (not applicable) Neither the firm nor any supervised person accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

Item 6

Performance-Based Fees and Side-by-Side Management

Performance based fees are available upon request. Currently we manage both accounts with performance-based fee schedules and accounts with our standard, asset-based fee schedules. Managing both types of accounts side-by-side presents opportunities for conflicts of interest, including that as a firm we have an incentive to favor accounts for which we receive performance-based fees. We are very sensitive to conflicts of interest in all aspects of our business, including side-byside management. Our clients include mutual funds, public and corporate pension plans, endowments and foundations, and other separate accounts. We have put in place systems, policies and procedures which have been designed to maintain fairness in portfolio management across all our clients. Potential conflicts between funds or types of accounts are managed via allocation policies and procedures, internal review processes, and direct oversight by Richard L. Greenberg, CEO. Allocation Policies & Procedures We are aware of the potential conflicts of interests among clients and as such, have adopted policies to ensure fairness to our clients. We manage separate, individual portfolios, each containing various guidelines and restrictions regarding cash levels, market capitalization, foreign securities, maximum position, etc. To gain maximum efficiency in our trading, we have a centralized trading desk. All trade allocation decisions are based on client guidelines and client restrictions (i.e. cash, foreign securities and market capitalization restrictions). In allocating purchases between similar clients, one or more clients may go first if cash relative to a specific guideline is higher than other client portfolios or if exposure to a sector, industry, and/or the purchased security relative to a specific client guideline is less than other clients. In allocating sales, one or more clients may go first if cash relative to a specific guideline is lower than other client portfolios or if exposure to a sector, industry, and/or the purchased security relative to a specific guideline is greater than other clients. In cases of block trading, purchases and sales are generally spread proportionately among remaining appropriate clients, depending upon asset size. Prior to 2018, a majority of our trade orders were allocated to single accounts. In 1Q 2018 we initiated a new procedure for trade allocations. An initial allocation statement is created in Excel for each new order ticket generated. The allocation statement shows the planned allocation for all shares on the ticket. To the extent that there are subsequent deviations from this initial allocation plan, those are noted at the bottom of the allocation statement. Portfolio management is a dynamic and time-sensitive exercise and thus, there could be instances when allocations could be modified from the allocation statement post-trade. Additionally, we have developed reason codes to show allocation reasons in our trade order management system and on our paper trade tickets. Trade Allocation Codes: A – High Cash Level / Low Cash Level B – Low Individual Name Exposure / High Individual Name Exposure C – Low Industry/Sector Exposure Level / High Industry/Sector Exposure Level

Our Chief Compliance Officer, Ann Cianfrone oversees all areas of compliance. Richard L. Greenberg, Chief Executive Officer and Co-Chief Investment Officer, is the ultimate reviewer of all activities.

A) Methods of Analysis / Investment Strategies We are a deep-value manager employing a disciplined bottom-up approach. Generally, we invest in stocks of out-of-favor companies selling at discounts to tangible book value. We try to look for companies in the bottom decile of price-to-tangible book value ratios and a positive outlook for earnings potential over the next 2-4 years. Fundamental security analysis and basic research are the heart, soul and strength of our firm. We have a centralized research function. Our intensive research tries to determine which of these low price/tangible book value stocks will turn around and achieve their earnings potential. While we do closely follow and analyze broad economic and sector trends, our primary approach is bottom up. We first will find a cheap stock and then see if our industry and economic views support our individual company thesis. We work as a team on each new company analyzed. Our research team has an in-depth knowledge of every holding. Databases include, but not limited to, Bloomberg, Value Line, Capital IQ and Market Guide. While we do receive and read Street research, a majority of our ideas are internally generated and researched. We focus our in-depth research on stocks selling at discounts to tangible book value. We deduct goodwill and intangibles from stated book value and do a thorough review of asset quality. Our ultimate goal is to determine how much earnings this asset base can generate looking out 2-4 years. We buy low price/tangible book value stocks that sell at the lowest multiples on these potential earnings. Our initial screens of various databases encompass about 4,000 companies for our domestic products and about 13,000 companies for our global product. We eliminate those that do not meet our market capitalization requirements and focus our research on the lowest 10% price/book. A watch list of approximately 300 companies is created and monitored. We closely follow about 100 securities. Our in-depth research includes time spent reading company documents and speaking/meeting with company management. Before investing in any company, we try to have multiple phone conversations with company management to familiarize ourselves with their strategies, beliefs and intentions. We will typically start our conversations with investor relations and subsequently speak and meet with upper management. We also talk to competitors, suppliers and customers. Critical topics we discuss include quality of asset base, book value, any hidden writedowns, catalysts that will turn the industry/company around. We focus on a company’s earnings potential on a normalized basis. Analysis of corporate management and governance is also a valuable input in our research process. Often, managements of our securities may be perceived negatively because of temporary cyclical problems. We look for managements that stick to their core business, cut their own costs, do not make anti-dilutive acquisitions, etc. Note that investing in securities involves risk of loss that clients should be prepared to bear. B) Material Risks (general) Investing in equity securities is subject to substantial risks which could include a complete loss of investment.

Because we concentrate our universe on the lowest decile of stocks based on price/tangible book value, we can devote our resources to a concentrated universe. We, therefore, feel that we know this universe extremely well--better than our competitors--and this also limits risk. Our Global Value Equity product, which invests in ordinaries of foreign companies, will be subject to additional risks. Investing directly in a stock on a local exchange can be more complicated and risky than trading on U.S. exchanges. Investors in the product must be willing to handle the ups and downs of the overseas markets, which at times can be more erratic than the U.S. market. Other additional risks include currency risks, liquidity concerns and availability of information: a)

Currency Risks: If the U.S. dollar value rises compared to the foreign currency, some realized gains will be lost during currency conversion. b) Liquidity Concerns: Overseas stock exchanges are smaller and can be less liquid than the U.S. exchanges (e.g. the NYSE is the largest and most liquid exchange in the world). Less liquidity can make it more difficult to get in and out of positions quickly and at a desirable price. Time zone differences can also create problems when placing trades. c) Other countries have different rules and regulations regarding reporting and accounting techniques compared to the U.S. Local markets may not require the detailed information that is required in the U.S. Different accounting rules and principles might make comparing two companies more difficult. C) Material Risks (security type specific) We invest in securities listed on national exchanges, including domestic equities, ADRs of foreign companies and dually-listed companies. See B above for information on risks associated with those types of securities. For our Global Value Equity product we also invest in ordinaries of foreign companies, priced in their local currencies, which includes additional risks as detailed in B above. Trading in foreign ordinaries also leads to additional fees, including but not limited to: a)

The cost of accessing the local market (usually a fee to the local market agent), b) A currency conversion fee, c) Additional custody and/or settlement fees may also be applicable.

Our affiliated funds – Donald Smith Value Fund, L.P.; DSCO Value Fund, L.P.; and Donald Smith Futures Fund, L.P. – are each registered as pools with the NFA. The General Partner for our affiliated funds, Donald Smith, LLC, is registered as a Commodity Pool Operator (CPO) with the NFA. Richard L. Greenberg, Kamal Shah, Ann Cianfrone and Jon Hartsel are registered with the NFA as Principals for the above entities. Kamal Shah, Ann Cianfrone and Jane Park are registered with the NFA as Associated Persons for the above entities. C) Other Relationships / Arrangements Richard L. Greenberg, CEO and Co-CIO of Donald Smith & Co., Inc., is the General Partner of Donald Smith Value Fund, L.P., DSCO Value Fund, L.P. and Donald Smith Futures Fund, L.P. Donald Smith Value Fund, L.P. (DSVF) invests, long or short, in all available asset classes, searching for value-driven ideas that are not in conflict with Donald Smith & Co., Inc. client accounts. Potential securities utilized could include equities, fixed income (including, but not limited to, corporate bonds, government securities, convertible bonds), preferreds, warrants, options, futures, currencies, ETFs, closed-end funds, etc. DSCO Value Fund, L.P. (DSCO Value) invests long primarily in equities. Other potential securities utilized could include preferreds, warrants, ETFs, etc. Once a month, it automatically replicates all long equity holdings of Donald Smith & Co., Inc. with weights above 0.10%. Donald Smith Futures Fund, L.P. (DSFF) establishes long and/or short positions in financial (equity and interest rates), currency, and physical commodity futures on futures exchanges worldwide. Other potential instruments utilized include, without any limitation, forward contracts, bonds, equities, preferreds, warrants, options, currencies, swaptions, swaps, OTC contracts and closed-end funds. Assets of the Partnership not invested in futures or used as margin may be invested in bonds. All three funds are subject to our very strict personal trading policies. Again, we are very sensitive to conflicts of interest in all areas of our business and our long-only Donald Smith & Co., Inc. clients come first in terms of our focus and our service. Donald Smith, L.P. is a related person. It is the investment manager for DSVF and DSFF and is a registered investment advisor with the SEC. In January 2020, DSCO Value became a direct client of Donald Smith & Co, Inc. while DSVF and DSFF remained direct clients of Donald Smith, L.P. with Donald Smith & Co., Inc. serving as sub-advisor.

A) Code of Ethics As we are a Registered Investment Adviser, we are subject to rules and regulations promulgated by the SEC. As a result, we are very diligent and thorough when it comes to monitoring our firm and our people. As we are a boutique firm, by choice, the principals have continuous supervision at all levels. Richard L. Greenberg and Jonathan E. Hartsel oversee all investments. Ann Cianfrone is our Chief Compliance Officer. Furthermore, each employee has a duty to act in the best interest of the firm. In addition to the various laws and regulations covering our activities, it is clearly in our best interest as a professional investment advisory organization to avoid potential conflicts of interest or even the appearance of such conflict with respect to the conduct of our officers and employees. While it is not possible to anticipate all instances of potential conflict, the standard is clear. As required under Rule 204A-1, and all subsequent amendments to the Rule, we have a comprehensive Code of Ethics, which includes written policies and procedures designed to ensure our compliance with the rules and to enable us to act in the best interests of our clients. Donald Smith & Co., Inc. has a fiduciary duty to its clients which requires each employee to act solely for the benefit of our clients. Our Code of Ethics sets forth a standard of business conduct that we require of all supervised personnel. It sets ideals for ethical conduct premised on fundamental principles of openness, integrity, honesty and trust. It conveys the value we place on ethical conduct. In light of our professional and legal responsibilities, we believe it is appropriate to restate and periodically distribute the firm’s Code to all supervised employees. As such, we distribute copies to all new employees on their start date and annually we require all employees to sign a certification that they have read and understand the policies and procedures outlined in our Code of Ethics. Our aim is to be as flexible as possible in our organization and our internal procedures while simultaneously protecting our organization and our clients from the damage that could arise from a situation involving a real or apparent conflict of interest. As a general principle, it is imperative that those who work on behalf of our firm avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interests of clients. Any questions regarding the propriety of any activity are directed to the Chief Compliance Officer. While it is not possible to specifically define and prescribe rules regarding all possible cases in which conflicts might arise, our Code is designed to set forth policies regarding employee conduct in those situations in which conflicts are most likely to develop. The following are four fundamental fiduciary principles that govern personal investment activities at our firm: A. The interests of our clients must come first. In any decision relating to your personal investments, you must scrupulously avoid serving your own interests ahead of those of our clients; B. Personal investments should comport with both the letter and the spirit of this Code, and should avoid any actual or potential conflicts of interest; C. Supervised persons should not take inappropriate advantage of their position; and

Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading (continued)

D. Supervised persons must comply with applicable federal securities laws. Our Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield supervised personnel from liability for personal trading or other conduct that violates a fiduciary duty to our clients. A copy of our complete Code of Ethics is available to any client or prospective client upon request. B) Recommendations with Material Financial Interest (not applicable) Neither Donald Smith & Co., Inc. nor any of our related persons recommends to clients, or buys and sells for client accounts, securities in which they or any related person to them has a material financial interest. C) Personal Trading We have very strict personal trading policies and procedures which are detailed in our Code of Ethics. Specifically, all Access Persons are required to “preclear” all personal securities transactions prior to execution through the compliance department for all accounts in which they have direct or indirect beneficial interest. This includes bonds, stocks (including closed-end funds), ETFs, reportable funds, convertibles, preferreds, options on securities, warrants, rights, etc. for domestic and foreign Securities whether publicly traded or privately placed. The compliance department may also require nonAccess Persons to preclear personal securities transactions as he or she may deem necessary and appropriate for compliance with our Code. In addition, the compliance department can withdraw the approval any time, given a rise in conflict of interest as a result of unexpected events taking place regarding the specific security or regarding any client. At the end of each quarter, all employees sign an acknowledgement that they submitted all personal transactions for pre-clearance for the preceding quarter as required. Additionally, all Access Persons are required to have all personal brokerage trading accounts set up and approved with our preclearance and monitoring vendor, ComplySci. Every month our CCO downloads all holdings for all employee accounts. This file is saved onto the network and reviewed by the CCO. Prior to using ComplySci for personal account monitoring, employees sent electronic copies of their statements directly to the CCO. Those were then saved down and reviewed individually. Richard Greenberg reviews the holdings and transactions of the CCO’s personal accounts. Our clients always come first in both our service and our trading. D) Buying Alongside Clients As stated in Item 10, C., Richard L. Greenberg is a General Partner in three investment partnerships. DSCO Value Fund, L.P. (DSCO Value) buys and sells alongside the Donald Smith & Co., Inc. (DSCO) clients only on an automated once-a-month basis. On the first day of each month, the long portfolio for DSCO Value is rebalanced against the month-end holdings for the DSCO clients. Trades executed in foreign markets locally are traded at the open on the second business day following month-end.

A) Factors Considered in Broker Selection/Recommendation We trade for best execution in order to maximize client performance. As a majority of our stocks have relatively low volumes, we look for natural supply or demand on the other side of any trade. As a result, the selection of a broker/dealer is primarily driven by its ability to find liquidity on any given trade. We try to access all liquidity pools, including various alternative trading sites. This helps us lower our total trading costs, including the lowering of explicit commission costs. In terms of broker selection, we have an approved broker list. This list has been prepared and approved by the trading desk and the portfolio managers, including Richard Greenberg, Co-CIO. This list includes execution brokers, client-directed brokers and soft-dollar brokers. These brokers are monitored on a daily basis by the trading desk on each trade execution, being mindful of trade execution price, VWAP, the ability and the time to complete the trade, market impact, liquidity etc. The trading desk continuously monitors and probes the sell-side traders to achieve trade executions that maximize the value of client portfolios. In addition to this daily review we conduct formal best execution meetings on a quarterly basis. Every quarter the CCO meets with the Head Trader and Co-CIO and occasionally the Director of Client Relations to review the approved broker list which contains the amount of commissions generated year-to-date. Discussions include the performance of each broker, the target and actual commission levels year-to-date, the level of service received, etc. Factors considered in broker evaluation include the broker’s ability to minimize total trading costs, level of trading expertise, infrastructure, service(s) provided, etc. Any underperforming broker is eliminated from the approved broker list. New brokers can be added by the trading desk after consulting with the portfolio managers. These reviews are formally documented in our compliance department. 1.

Research and Other Soft Dollar Benefits We use client commissions to pay for proprietary and third-party research and market data services. These services are crucial, and strictly and clearly help us in our research and portfolio management processes for our clients. None of these services cover expenses such as overhead, administrative expenses, exam review courses, association membership dues, legal expenses, or items such as travel, meals, hotel, and entertainment expenses associated with attending a research seminar or conference. We have four mixed-use services for both research and administration. The services are Indata, a portfolio and performance measurement system, FTSE Russell, ISS, and Trade Cost Analysis Services (TCA) with Abel Noser Solutions. The portion used for portfolio management for each service is paid with commission while the portion used for client service is paid in cash. We have reasonably and appropriately made the allocation between portfolio management and administration for these services. Further, all clients benefit from these services regardless of whether they allow us to utilize soft dollar transactions in their accounts. a.

When using client brokerage commissions to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products or services.

b.

Using client brokerage commissions to obtain research or other products may present an incentive to select or recommend a broker-dealer based on the firm’s

Item 12 Brokerage Practices (continued)

interest in receiving the research or other products or services rather than our client’s interest. We are very conscious of this potential conflict of interest and have put in place the above-mentioned policies and procedures to monitor broker selection and executions. We believe these policies and procedures allow us to achieve trade executions that maximize the value of our clients’ portfolios. c.

Commissions charged by soft-dollar brokers may be higher than those charged by other broker-dealers. We are sensitive to this fact and continuously monitor our trading for our clients to ensure that overall we are providing the best possible executions and average commission cost.

d.

Specific products and services received through client commissions (softdollars) include: Indata (mixed-use; description above); Bloomberg; Telemet Quote System; NYSE Quotes; Capital IQ Research; Berge Letter (research); FTSE Russell (mixed-use; description above); DTCC Omgeo (DTC confirmations); Strategas Research; RussellTick Real Time Data; ISS (mixed use; description above); TSX / TMX; Novi Insight (research); S&P Global Portfolio Analytics; Zelman & Associates (research); and Abel Noser Solutions TCA (mixed-use; description above) Note, all research, products and services received through client commissions qualify for safe harbor in section 28(e) of the Securities Exchange Act of 1934.

e.

During the last fiscal year we utilized quarterly review meetings and daily monitoring by the trading desk to ensure that our soft dollar trades were executed fairly and in the best interests of our clients.

2.

Brokerage for Client Referrals Neither Donald Smith & Co., Inc. nor any of our related persons receives client referrals from a broker-dealer or third party.

3.

Directed Brokerage a. Donald Smith & Co., Inc. does not recommend, request or require clients to direct transactions through a specified broker-dealer. b.

We do permit clients to direct brokerage. If we are directed by a client, we can

Trade Reconstruction We will continue to monitor this area to ensure we maintain compliance with both the SEC and MiFID II for European client(s). B) Trade Aggregation We manage separate, individual portfolios, each containing various guidelines and restrictions regarding cash levels, market capitalization, foreign securities, maximum position, etc. To gain maximum efficiency in our trading, we have a centralized trading desk. Some of our trade orders are allocated to single accounts. Generally, however, we aggregate the allocations on orders in similar securities for clients with similar investment objectives and similar mandates. As previously mentioned (see Item 6), in 1Q 2018 we initiated a new procedure for trade allocations. An initial allocation statement is created in Excel for each new order ticket generated. The allocation statement shows the planned allocation for all shares on the ticket. To the extent that there are subsequent deviations from this initial allocation plan, those are noted at the bottom of the allocation statement. We are aware of the potential conflicts of interests among clients and have adopted policies to ensure fairness to all clients. Trade allocation decisions are generally based on client guidelines and restrictions (e.g. cash, foreign securities and market capitalization restrictions). In allocating purchases between similar clients, one or more clients may go first if cash relative to a specific guideline is higher than other client portfolios or if exposure to a sector, industry, and/or the purchased security relative to a specific client guideline is less than other clients. In allocating sales, one or more clients may go first if cash relative to a specific guideline is lower than other client portfolios or if exposure to a sector, industry, and/or the purchased security relative to a specific guideline is greater than other clients. In cases of block trading, purchases and sales are generally spread proportionately among remaining appropriate clients, depending upon asset size. To the best of our abilities, we try to allocate a potential trade to all appropriate accounts before trade execution. Portfolio management is a dynamic and time-sensitive exercise and as a result, there are instances when allocations are done post-trade.

Any compliance issues that occur are corrected immediately, prior to posting the trade and sending the details over CTM for settlement with the brokers on DTC. Trades executed on local markets for our Global Equity clients settle with different correlating USD net amounts at the custodian than what Indata calculates on trade date due to FX differences. As a result, we manually amend the USD net amounts for these trades in Indata after they settle for the custodian using reports from the custodian’s website. Reconciliations are performed by our back-office personnel and the constant monitoring of client guidelines is performed by both our Head Trader and CCO. B) Factors That Trigger Non-Periodic Reviews If a client requests a review of any specific area of their account, we will do so in addition to our normal review processes described above. C) Content and Frequency of Reports to Clients We send monthly client letters to all clients along with a statement of their account performance and holdings. The client letters discuss a general topic such as our current views on the economy, or a particular sector or current happenings and their potential investment impact. We also provide other periodic client reporting (e.g. commentaries, portfolio characteristics, etc.) by account if the client requests. All of the above reports are written.

DSCO did assist in the custodian search for the new related account in 2021. We worked with the President of the foundation client and received quotes from four qualified custodians. Given the relationship between DSCO and this related account, as broken out below, DSCO is deemed to have custody of this account. Richard L. Greenberg, CEO & Co-CIO of DSCO, is Treasurer of the related account; Jon Hartsel, Co-CIO & Director of Research of DSCO, is Secretary of the related account; Julie Smith, Board Member of DSCO, is President of the related account. All three listed above are Board Members of the related account as well. The related account will not receive preferential treatment over the other non-related accounts; all clients will be treated equally and fairly. We send out monthly account statements to each client with our monthly client letters. These are separate from and in addition to the statements clients receive from their custodian. We strongly urge all clients to compare the account statements they receive from us with the statements received by their qualified custodian.

A) Proxy Voting Policies and Procedures As our primary goal is to maximize the value of our clients’ investment portfolios, we maintain a proxy voting policy that best serves the interest of our clients in their capacity as shareholders of a company. We believe this policy is in accordance with the SEC Guidelines that an investment adviser’s primary responsibility as a fiduciary is to vote in the best interest of its clients. We normally vote in support of company management on “routine” proposals, but vote against proposals that we believe would negatively impact the long-term value of our clients’ share of a company. We vote against almost all proposals that would hinder the realization of maximum value for shareholders. More specifically we vote for: 1.

Confidential voting.

2.

Shareholders must approve any poison pills or rights plan.

3.

Shareholders’ right to exercise an annual non-binding approval vote on executive compensation.

4.

Annual election of Directors and against staggered Boards.

5.

Cumulative voting.

6.

Maintaining liability of Directors for gross negligence and malfeasance.

7.

Vote against large dilution of shareholders, except company specific exceptions.

8.

To review carefully all mergers. We will specifically focus on mergers that dilute tangible book value and vote against those managements that engage in such acquisitive activity.

9.

Proxy access for shareholders, or groups or shareholders, of significant size and length of ownership.

10. Ability of shareholder, or groups of shareholders, of significant size and length of ownership, to call special meetings and to submit proposals via written consent in lieu of a meeting. The examples above are provided to give a general indication on how we vote our proxies on certain issues. These examples do not address all potential voting issues or the intricacies that may surround individual proxy votes. Therefore, actual proxy votes may differ from the guidelines presented. We also subscribe to ISS proxy research to aid in our decision making when casting our proxy votes. We do not allow clients who have given us authority to vote proxies on their behalf to direct our votes in any solicitations, though any client may contact us to provide their opinions on the matter(s) to be voted on. We are always sensitive to conflicts of interest and always vote according to what we believe is in our clients’ best interests.

Again, we do not require or accept prepayment of investment management fees. DSCO Value Fund, L.P. pays management fees quarterly, accrued on a monthly basis, when outside fee-paying investors are subscribed to the fund. The quarterly payments occur in the month following quarter-end. C) Bankruptcy Petition (not applicable) Donald Smith & Co., Inc. has not been the subject of a bankruptcy petition at any time during the past ten years, nor since its inception.