Marathon-London: investment adviser

New clients can choose either a separately managed account or are usually directed to invest in funds where the assets of several investors are commingled. The firm’s asset management services are available to institutional investors seeking an experienced investment manager. The firm does not consider the clients’ broader investment objectives, risk tolerance or overall financial condition, tax or liquidity needs, although a client may place restrictions (e.g., ethical constraints) upon the types of securities or specific securities to be purchased, sold or held where their assets are being managed in a segregated account. Where applicable, these restrictions must be in writing and accompany the relevant investment advisory agreement. The firm does not participate in wrap fee programs. Nor does the firm charge or receive compensation in connection with the sale of securities, funds or other investment products. As of 31 March 2026, the firm managed c.$38.97bn of client assets on a fully discretionary basis. The firm does not currently manage any assets on a non-discretionary basis.

- 0.9% per annum (“pa”) on the first US$50 million of assets under management; - 0.7% pa on the next US$50 million; and - 0.5% pa thereafter; or

ii)

a base management fee plus an incentive fee of 20% of the outperformance of the benchmark in accordance with Rule 205-3. Management fees are payable regardless of performance.

For certain products the firm offers an incentive fee in accordance with Rule 205-3 (see further details in Item 6) or can charge a different standard fee rate (e.g. a different fee rate exists for the Emerging Markets strategy). The firm can negotiate fees with clients. Not all clients pay the same with fees being dependent upon the client relationship; level of client service required; potential growth and/or the product involved (e.g. different rates are chargeable and negotiated for certain funds or where the firm provides services to a separately managed account). The firm in its sole discretion can waive or reduce the advisory fees for directors, shareholders or employees of the firm or for other limited circumstances.

All fund investors should carefully review the applicable fund's offering

documents for more information regarding fees and charges. General arrangements for payment of fees Fees for separate account relationships are typically payable quarterly in arrears as of the close of business on the last valuation date in each calendar quarter (typically the last working day in the UK).

Upon termination, the management fee is calculated on a pro-rata basis for any partial quarter. Where incentive fees are payable, these are typically invoiced in arrears on an annual basis. Generally, management fees charged by the firm’s funds are automatically deducted from the investor’s account within the fund on a monthly basis by redemption of units. Management fees for separate accounts are pro-rated for each capital contribution and withdrawal made during the applicable calendar quarter with the exception of de minimis contributions and withdrawals (as either stipulated in a client investment agreement or with the firm’s internal procedure, currently set at US$1,000,000). Accounts initiated or terminated during a calendar quarter are charged a pro-rated fee. The firm’s standard agreement for separately managed accounts allows termination at any time by either party with thirty days’ notice in writing to the other. These terms may vary from client to client. Upon termination of any account any earned, unpaid fees become due and payable. Other fees that clients may incur For both funds and separate accounts, the firm’s fees are exclusive of brokerage and other transaction costs incurred in buying and selling investments which will be borne by the client. Note the firm pays for research commissions – see Item 12 for further details. Please refer to the applicable fund's offering documents for more information regarding any fees or potential charges related to funds (e.g. for how and when a fund may apply an anti-dilution levy to protect existing investors against the dilution of value). The firm’s separate account clients appoint their own custodians to hold their assets and to perform various associated services. The firm does not provide custody services. As such clients may incur certain charges imposed by their custodians and other third parties such as custodial fees, transaction charges, foreign exchange charges, and other fees and taxes on custody accounts and securities transactions that are outside the control of the firm. Such charges, fees and commissions are exclusive of and in addition to the firm’s management fees, and the firm does not receive any portion of these taxes, fees, and costs. In relation to the firm’s US domiciled funds, custody charges are ordinarily paid for by the firm out of its management fees (Note: the firm’s Emerging Markets funds pay these charges directly). These funds will, however, incur audit fees, and certain other out-of-pocket expenses as more fully described in the relevant fund's offering documents. Arrangements for additional costs in the firm’s non-US domiciled funds may be different from those described in the preceding paragraph. In all cases, a detailed description is provided in the funds’ offering documents.

Where cash balances are invested in money market funds by the fund administrators, such funds may also charge management fees and have other expenses that the Marathon fund will bear and as a consequence will then impact the underlying investor. Item 12 further describes the factors that the firm considers in selecting broker-dealers for client transactions and determining the reasonableness of their compensation for trade execution and brokerage (e.g., sales and commissions).

Performance-based fee arrangements may create an incentive to make investment decisions which may be riskier or more speculative than those which would be made under a different fee arrangement.

Such fee arrangements also create an incentive to favour higher fee-paying

accounts over other accounts in the allocation of investment opportunities. Separately, whilst investment opportunities are in practice allocated totally independently of fee arrangements, if a Portfolio Manager identifies a limited investment opportunity that may be suitable for more than one client, a fund or account may not be able to take full advantage of that opportunity. There may also be circumstances when a Portfolio Manager has an incentive to devote more time or resources to, or to implement different ideas in, one portfolio over another; or where a Portfolio Manager seeks to execute a transaction for one portfolio that may adversely impact a different Portfolio Manager’s strategy. The firm recognises these issues could arise in its multi-counsellor model so has implemented a range of policies and procedures designed to both identify and resolve actual and potential conflicts of interest; whilst seeking to ensure all clients are treated fairly. Such procedures include ensuring a fair allocation of trades and investment opportunities, be they buy or sell decisions or participation in placings or other corporate or voting activity.

Central to this approach is all clients with the same investment objectives are invested fairly (as far as possible and subject to any self-imposed constraints) in the same portfolio of investments leveraging a number of automated systems, with performance outliers that are monitored to identify potential/inadvertent favouritism.

These procedures are subject to Compliance

oversight.

The first is the observation that high returns in industries tend to attract capital and competition, just as low returns repel them. The resulting ebb and flow of capital affects longterm returns for shareholders in often predictable ways, what we call the capital cycle. Since high levels of investment tend to be detrimental to shareholder returns over the long run, Marathon seeks to invest in companies where high returns are sustained by barriers to entry deterring investment or companies with low returns in industries where investment is declining.

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The second guiding idea is that management skill in allocating capital is vital over the longterm. The best managers understand and seek to alter the capital cycle in their industries through sensible reinvestment choices. Decisions about new capital projects, acquisitions or disposals, and equity issuance or buybacks are critical to the ultimate outcome for shareholders.

Marathon operates a multi-counsellor model whereby each portfolio manager conducts their own research and is completely accountable for their own portfolio. Each portfolio manager employs the capital cycle approach to investing but makes their own independent investment decisions in their individual portfolio.

Portfolio managers and analysts use fundamental, bottom-up

qualitative analysis to evaluate businesses and the industry within which they operate. In-depth, internally-generated research is a distinguishing feature of Marathon's investment process; the research is focused on industry capital cycle characteristics and company management's motivation, incentivisation and skill at responding to the forces of the capital cycle. Individual position sizes are determined by the individual portfolio manager’s discretion, based on conviction and assessment of risk whilst balancing the potential for gain or loss. The portfolio managers are benchmark agnostic and focus on absolute returns, believing that capital loss is the greatest long-term risk to investors. The largest positions in the portfolio are often those with the least potential for significant loss rather than necessarily those with the greatest opportunity for substantial gains. Whilst inherently diversified, there is a bias towards businesses in niche industries, which coupled with a particularly long holding period, result in a portfolio that is meaningfully different from the strategy's benchmark index and peers. Marathon believes that the investment risk in terms of the price paid for an individual investment in relation to its intrinsic value is much more important than its position in the benchmark or lack thereof. Valuation levels of individual securities are therefore carefully examined before a purchase decision is made. Independent analysis and challenge of investment risk is undertaken by the Risk Committee. Risk evaluation is supported by the Performance and Investment Implementation & Analysis teams who are responsible for generating the actual investment risk data.

b) Strategy risks A number of material risks are associated with investing in publicly traded securities. These include, but are not limited to, the below matters. Further information on investment risk is disclosed in the relevant offering memorandum, prospectus or separate account investment management agreements: 

Counterparty/credit/settlement risk – Securities trading is subject to the risk that the brokers and counterparties with which, and the exchanges on which, the trades are executed may default. Failure of a counterparty could result in: the default of the underlying contract; either significant delay in obtaining recovery, or the total loss, of assets held by or which have been transferred to the relevant third party; charges for failing to take or deliver stock; and/or the potential risk of facing material losses from having to implement remedial steps.

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Concentration / liquidity risk - The purchase of units in a fund may not be suitable for investors desiring or requiring investment liquidity. Units in a fund are redeemable only at stated times although a right to modify the manner in which units may be redeemed exists, including the right to suspend redemptions in certain circumstances as stipulated in the relevant offering documents. Disparity in trading hours across global markets could impact the investment, or divestment, of securities and cause a mismatch against investor expectations. Funds may also have the right in certain circumstances to liquidate an investor's interest. Fund units may not be transferred and no public trading market in fund units will develop. Separately, the firm may purchase investment instruments that later become illiquid, or otherwise face restrictions or sanctions, and such positions may attract unfavourable prices or be difficult to trade in order to comply with a client instruction. Suspension of a security traded on a public exchange could render it difficult or impossible for the firm to liquidate any or all of a position held thereby exposing investors to losses. Such assets may need to be transferred in-specie (or ‘in kind’). Exposure to a small cluster of securities can amplify losses even if broader diversification exists.

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Market / execution risk - The firm invests on a global basis in Developed, Emerging and Frontier markets. Clients and fund investors are therefore subject to: (i) currency exchangerate risk; (ii) the possible imposition by foreign governments of withholding, income, capital gains or excise taxes; (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and little or potentially biased government supervision and regulation; (iv) financial, economic and political risks, including

expropriation, currency exchange control and potential restrictions on foreign investment, security transfer and repatriation of capital, sanctions & counter sanctions; (v) the volatility of exchanges due to smaller market capitalisation; (vi) evolving clearance and settlement procedures; and (vii) the risk of local and global market turmoil from a force majeure event such as a pandemic, war and/or other market-impacting event (e.g. cyberattack). In such instances, financial markets may experience extreme volatility and trading in many instruments or markets can be disrupted. A pandemic, war or other market-impacting event could lead some sectors of the economy and individual issuers, including those in which the firm invests, to experience particularly large losses and/or stranded assets which have no market liquidity. Investments may be subject to broad market movements and there is no guarantee that an investment approach, technique, or execution strategy used by the firm will be successful or profitable. Investing in securities involves risk of loss that clients should be prepared to bear. All investments risk the loss of capital. The market value of underlying securities may go up or down in response to the prospects of individual companies, alongside wider industry or sector issues and in response to general economic or political conditions. A failure to predict market movements accurately could adversely affect the ability to execute trades at desired prices. Likewise, certain market conditions, including unexpected volatility or illiquidity in a market, could impair implementation of an investment strategy, achievement of investment objectives, and/or result in negative performance. These factors and risks, alongside any potential impact, may be accentuated when trading in Emerging and Frontier markets instead of more established jurisdictions. 

Valuation risk - Prices of invested securities can be highly volatile and sometimes difficult to value. Price movements of assets are influenced by a range of factors that affect markets in general, as well as factors that affect particular industries, countries, companies or other issuers. For example, prices are affected by a wide variety of complex and difficult-to-predict factors, including, but not limited to, general economic conditions; the state of financial markets; inflationary pressures and interest rates; developments or trends in a particular industry, country or sector; the financial condition of an issuer; the availability of natural resources; changing supply and demand relationships; and the programs and policies of governments alongside national and international political events and policies. These same factors can

affect the securities markets adversely. Price of securities also may be affected by individual company earnings, product developments and other factors that affect particular companies. 

Operational risk - The risk of loss arising from shortcomings or failures in internal processes, people or systems, or from external events. Operational risk can arise from many factors ranging from routine processing errors to potentially costly incidents related to, for example, major systems failures, administration failures or a cyber-attack.

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Artificial Intelligence (AI) risk - The firm may utilise AI and machine learning technologies in the course of its investment and operational activities. The use of such technologies is subject to the risk that outputs generated may be inaccurate, incomplete or biased due to limitations in data, model/prompt design or changing market conditions. Such outputs may be difficult to interpret or explain and may reduce transparency in decision-making processes. Other related risks arise in connection with data integrity, confidentiality and cybersecurity, including where third-party providers also utilise AI.

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Trade errors and operational incidents - Trade errors, mandate breaches, reporting errors and other operational mistakes may occur in connection with the management of a fund or segregated client account. The firm has policies and procedures to identify and, where appropriate, remediate such events, consistent with applicable standards of care and in accordance with any agreed client documentation. An independent investigation will be conducted to identify what occurred, when and the cause, which will usually be overseen by Compliance. Marathon will also always consider what additional procedures and controls can be implemented in order to prevent a reoccurrence of the event. In general, any compensation is expected to be limited to direct and actual losses, which may be calculated relative to comparable conforming investments, market factors and benchmarks and with reference to materiality, related transactions and/or other factors the firm considers relevant. Compensation generally will not include any amounts or measures that the firm determines are speculative or uncertain. Marathon will seek to mitigate third party losses; the firm will not be liable for any such outcome.

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Regulatory / legal risk – Changes in laws. regulations and tax and/or sanctions regimes could adversely impact client accounts. Separately, securities held or formerly held by the firm’s clients may give rise to legal proceedings; including shareholder actions against an issuer. This can take various forms such as “opt in” shareholder group actions. Group actions can be complex, involving multiple parties and/or cases with the possibility of having to provide documents and witness statements. Active participation could involve disclosure

of confidential or proprietary information alongside a potential financial obligation to pay costs. Notwithstanding these issues, the firm is not an expert nor does it give advice regarding such matters. Unless otherwise arranged pursuant to an agreement with a client, the firm is not obligated to initiate or monitor for such actions and is not obligated to take any action thereon for its clients. Clients should discuss potential cases with the firm before obligating themselves or the firm to provide discovery documentation. If the firm receives a class action notification or “opt in” shareholder group action, it will endeavour to forward such materials to its segregated client accounts. Please note that while this Item 8 contains a discussion of some of the risks associated with investments in Marathon’s funds or separately managed accounts, it does not necessarily include all the risks associated with investing. Indeed, particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies and the types of securities held, particularly if a client requests an exclusions list to be applied. Separately, other external risks could potentially materialise in the form of local, industry-wide, or global force majeure events that could have a severe impact on the firm’s ability to operate and/or a material impact on the underlying investments made on behalf of the firm’s clients. Prior to making an investment, potential investors are advised to carefully review each fund’s offering memorandum, prospectus or separate account investment management agreement for a detailed discussion of the specific risk factors associated with a particular fund or investment strategy. The accounts managed by the firm are generally not intended to provide a complete investment program for a client or investor. Clients are responsible for appropriately diversifying their assets to guard against the risk of loss.

All personnel at the firm must acknowledge and confirm compliance with the terms of the Code of Ethics prior to employment and thereafter on an annual basis (minimum), or when material changes are made to this document. It is the firm’s policy not to effect any principal transactions with client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. In appropriate circumstances, where consistent with the investment objectives of the client, or clients involved, the firm effects the purchase or sale for client accounts of securities in which other client accounts or its personnel, directly or indirectly, have a position or interest. The firm’s written procedures require that the interests of any client takes priority in any situation where securities to be purchased or sold for clients are also purchased, sold or held for the account of its personnel, so that personal transactions for the account of the firm’s staff are forbidden until completion of the clients’ transaction(s), all as set forth in the Code of Ethics.

The key elements of the Code of Ethics are as follows: a) Conflicts of interest The firm expects all its personnel to exercise the highest standards of integrity and conduct in their business dealings. All personnel must avoid any activity or personal interest that creates or appears to create a conflict between personal interests and the interests of the firm’s clients. The firm is committed to increasing awareness of conflicts of interest amongst all its personnel and maintains a Conflicts Matrix. Personnel can report actual or potential conflicts through the GRC (Governance, Risk and Compliance) system in place at the firm. All staff are required to attest quarterly that they have considered and declared/updated conflicts of interest(s). The Conflicts Matrix is reviewed at least annually by Compliance. The Conflicts Matrix which includes actual and potential conflicts which have been identified in the management of the firm, alongside arrangements which have been put in place to facilitate early detection and the management, mitigation and prevention of any conflicts from having adverse impact. Examples of potential conflicts of interest for the firm or its associated parties (including members, directors and/or employees) are set out in this brochure and include in particular: i)

the firm acts as investment manager for and engages in regulated activities for other clients; potentially on different terms. Likewise, where permitted, the firm may act as agent for and on behalf of a client in relation to transactions in which it is also acting as agent for the account of other clients (e.g. cross trades);

ii) the firm may, in accordance with applicable regulatory requirements, aggregate and allocate transactions effected for clients with those of other clients (in whom the firm or an associated party may have a significant interest). The effect of aggregation and allocation may work on some occasions to a client’s advantage and sometimes to their disadvantage. Certain accounts (in which the firm or its associated parties could have a beneficial interest) may receive different initial allocations to placing events but only where these accounts have a different investment mandate; iii) the firm’s Portfolio Managers’ investment performance is assessed for remuneration over a rolling five years in connection with their respective representative portfolio(s) of securities. Certain client accounts may be impacted by exclusion list(s), frequent cashflows, and/or historic allocation discrepancies leading to performance dispersions;

iv) the firm may effect transactions in which it, or its associated parties, has directly or indirectly, a material interest or a relationship with another party, which may give rise to a potential conflict. In particular where, in such circumstances, the firm or its associated parties obtains a benefit from or by reason of such transactions. Neither the firm nor its associates will be liable to account to clients for any such benefit, nor will the firm’s fees (unless otherwise agreed) be abated; and v) where a segregated client has provided a restriction list for political/ethical reasons, the firm may be restricted from holding a name of a Portfolio Manager(s)’ model. In such cases, an alternate security in the same industry may be selected, or the allocation that would have been given to the restricted stock is ‘distributed’ among the other holdings. The Portfolio Manager, however, is not directly incentivised on this alternate stock or different allocation weighting, and it may not be as profitable for that client as the originally intended holding. Conflicts of interest are addressed through the operation of policies designed to ensure fair treatment of clients; which are themselves subject to ongoing compliance monitoring arrangements to check these mitigating controls are working effectively. Where the firm is not able to prevent or manage conflicts of interest from adversely affecting the interests of clients, it will disclose the general nature and/or sources of such conflicts of interest, so that those impacted are able to make an informed decision about whether to continue to do business with the firm (for example by disclosures made in this ADV Part 2A). b) Personal securities trading The key elements of the personal account dealing procedures are that pre-approval is required for securities transactions. Approval is not ordinarily granted where similar client transactions are anticipated in the near future or where investment decisions have just been completed. A minimum holding period is in place for relevant personal trades. Post-trade reviews of all such trades are also undertaken as part of the compliance monitoring program which may result in an extended holding period or disgorgement of profits. In addition, confirmation of quarterly transactions reports and annual holdings statements must be provided to the firm’s Compliance team.

c) Reporting violations The firm operates a whistle blowing policy whereby employees are encouraged to report if they become aware of any violations of the Code of Ethics, any other company policy, or other unethical, inappropriate or unlawful behavior to Compliance and are subject to relevant protections under law. The Chief Risk and Compliance Officer is a primary whistleblowing champion for the firm. d) Confidentiality All employees are prohibited from divulging the current portfolio positions, current and anticipated portfolio transactions of any managed account or fund, or any information about any aspect of the firm’s business or clients to anyone unless it is properly within his or her duties to do so. e) Insider dealing and market abuse All personnel are prohibited from engaging in any personal transaction, for their own benefit or the benefit of others, including managed accounts, while in possession of material non-public information. This prohibition applies also to advising or procuring any other person to enter into a transaction, or to disclosing any information or opinion likely to lead to another person entering into such a transaction or to advising or procuring another person to do so. Post-trade reviews of client and personal trades are undertaken as part of compliance monitoring activities to ensure procedures are followed. f) Gifts, entertaining and political contributions Subject to certain exceptions, no individual at the firm may offer or accept gifts or benefits in any form to or from third parties if such gift or benefit arises as a result of that third party’s association with the firm and where it is not in compliance with applicable UK and US regulatory requirements concerning inducements. All gifts and benefits are declared to the firm’s compliance team in accordance with the firm’s gifts and entertainment policy, which also includes the firm’s procedures for staff making and declaring political contributions. Staff must attest quarterly that they have complied with requirements. Compliance, with the firm’s policy reviewed as part of compliance monitoring activities. g) Appointment to other boards No individual at the firm shall serve on the board of directors of any company without notification to the firm. Marathon expects pre-approval authorisation for any such role which could create a conflict, where appropriate, senior management, shall approve based upon a determination that the appointment would be consistent with the interests of the firm.

The firm has two independent non-executive directors and one other non-executive director, appointed to the Board who are not employees of the firm. This restriction does not apply to these individuals although other appointments are declared to the firm for its consideration. The same applies to non-executive directors of the firm’s affiliate companies. Requests: Clients or prospective clients may request a copy of the firm's Code of Ethics by contacting Client Operations, email: ClientOperations@Marathon.co.uk. The Code of Ethics is also available on the Client Area of Marathon-London’s website.

A copy is available upon request. The firm’s primary objective in selecting a broker for any transaction or series of transactions is obtaining the best combination of execution price, efficiency of execution and access to liquidity. The firm considers, among other factors, the nature of the security being traded; the broker’s program trading and block positioning capabilities; the activity existing and expected in the market for a particular security; the execution, clearance, settlement and error resolution capabilities of the broker or dealer selected in comparison to the others that are considered; whether there is the option for utilization of an algorithm from the broker that matches the trading strategy required; and the broker’s financial strength and stability. The firm operates an approved broker list which includes all brokers and crossing venues considered to provide good brokerage services in the stocks and markets in which the firm is active. Broker’s credit ratings are monitored by the firm and the firm expects to trade on a delivery versus payment (aka ‘DVP’) basis which reduces any default risk.

Satisfactory terms of business including confirmation of its legal and regulatory status, the ability to confirm trades electronically and the provision of best execution are the minimum threshold criteria before any new broker or venue is engaged. Interaction with broker-dealers is considered quarterly by a counterparty committee drawn from operational, trading, risk and compliance teams. Any material concerns with a trading counterparty could result in trading with that entity being halted or the complete removal from Marathon’s broker list; the outcome dependent on the circumstances of the risk observed. The firm uses the services of a third party to analyse equity and FX trading costs. This analysis provides information on both the explicit costs of trading and implicit costs such as market impact. This information is actively used in the process of selecting brokers and considering trading strategies. Best execution and trading costs are monitored as part of the compliance monitoring program. a) Research and other soft dollar considerations The firm uses execution-only commission rates to compensate brokers for equity trading. FX trading costs are covered in the spread. The firm assumes full responsibility out of its own financial resources for payment of non-execution services from brokers. The receipt of such services does not factor in the selection of brokers. b) Brokerage for client referrals The firm does not receive client referrals from broker-dealers. c) Directed brokerage The firm does not permit clients to direct the firm to place orders for their account through a specified broker. In very limited circumstances, certain segregated account clients may require the firm to place restrictions on their transactions to either trade currency with their own account custodian or with a brokerage in a particular jurisdiction.

B. Aggregation and allocation The firm usually aggregates sale and purchase orders for securities held or to be held by client accounts with similar orders being made simultaneously for other accounts if, in the firm’s judgement, such aggregation is reasonably likely to result in an overall economic benefit to all of the accounts involved.

Such judgement is based on an evaluation that such accounts are benefited by relatively better purchase and sale prices, lower expenses, beneficial timing or a combination of these and other factors. It is, however, possible that aggregation will not benefit all accounts on every single trade. The firm attempts to ensure that client portfolios with the same objectives are invested in the same manner and that all clients receive the same investment opportunities. Where the firm makes an aggregated order, a record of the intended basis of allocation is made across participating clients’ accounts prior to placing the order. When an aggregated order is filled in its entirety, each participating client account will participate at the average share price for the aggregated order and transaction costs shall be shared pro rata based on each client’s participation in the aggregated order. Partial fills will be allocated on a pro-rata basis. However, this approach will be adapted where the firm’s order management system identifies that the end allocation could result in an uneconomic trade size for a participating client account. Marathon sets a de minimis trade threshold around $500 (subject to equity/FX price volatility and where relevant lot size) which is applied across all portfolios. Consequently, where a pro-rata allocation would result in one or more client accounts receiving a trade size below Marathon’s de minimis threshold, then one of two automated processes takes place. The firm’s order management system will initially allocate approximately $500 of shares from the completed order to all participating client accounts. This ensures any account that would otherwise receive an uneconomic allocation will receive shares of at least the de minimis amount; all other client accounts will then also receive a pro-rata share of the remaining executed order. Alternatively, where the traded order is not of sufficient size to enable the de minimis amount of shares to be allocated to every participating client account, the firm’s order management system will automatically allocate blocks of shares valued around $500 randomly to participating accounts until the entire executed amount has been allocated. On these occasions some clients may not receive any allocation that particular trading day. On the next trading day all remaining client accounts will participate again with the process described above applying each trading day until the full order has been completed. Allocation and aggregation are monitored by Compliance as part of the Compliance Monitoring Program. Where circumstances change prior to an order being completed, the outstanding order may be revised to reflect the new circumstances. This would include terminated accounts, changes in relative account sizes and new clients. As a matter of policy, new accounts are permitted to be filled to the same level as existing clients.

Aggregated orders are often worked over the course of a day in a series of smaller transactions where the final allocation instruction is not made until the completion of the order. In all such cases, the ultimate allocation is made at the weighted average price for each participating client account. Allocation quantities are made in accordance with the documented intended allocation for that transaction, and the firm’s written allocation procedures.

Compliance monitoring

activities include review of trades for compliance with the firm’s aggregation and allocation policy. In the normal course of offering investment advisory services to a variety of different clients, the firm sometimes takes action in the performance of its duties with respect to one client which may differ from the action taken in respect of other clients. Further, in appropriate circumstances, and where consistent with clients’ investment objectives, the firm sometimes effects the purchase and sale of securities between client accounts. In most cases, transactions are effected on the open market using the agency of a broker, and are for the mutual benefit of each client involved. Furthermore, certain clients may gain equity exposure in the same company via different instruments e.g. depositary receipts vs the primary equity line. This may arise either due to a client-led restriction or in response to other business or market-led factors. Nevertheless, in such circumstances the different instruments are subject to the same allocations and aggregation checks as applicable for all other instrument types; coding within the firm’s order management system restricting the purchase of ineligible investments. Finally, as the firm’s investment approach incorporates a multi-counsellor model for each product, this could see different Portfolio Managers express different views on securities including those held within their individual model portfolios. This could potentially lead to buying or selling at different times, in different securities classes, in different amounts or in opposite directions for the same overall fund or separately managed client account. Compliance oversee trading activity as part of their monitoring program.

Reviews include a summary of relevant market conditions that have affected the accounts since the last reporting period and that may affect the accounts in the future. General reviews of accounts can include consideration of investment objectives, types of portfolio securities owned, investment process and performance. b) Reports Written reports detailing recent and longer-term performance, any significant changes such as purchases and/or sales and the rationale behind the current portfolio positioning, are sent to clients on a quarterly calendar basis. Other reports are also available on Marathon-London’s website; both on the public side and within the Client Area.

This fund is subject to an annual audit of its financial statements by an independent public accounting firm that is registered with the PCAOB, PricewaterhouseCoopers. There are currently no US investors in this Cayman Island fund.

They provide research and analysis on stocks within all of Marathon’s portfolios. They vote the ballots through their online portal and will give recommendations based on each agenda item compiled by their analysts in each region. Marathon does not automatically accept the pre-populated responses input by ISS, nor does it automatically submit the clients’ votes. Instead all proxy events and supporting documentation (including internal research) are reviewed by the relevant Portfolio Manager(s) / Investment Analyst(s). Each Portfolio Manager has the option to accept the ISS recommendation, or to vote against the rationale provided by ISS. In these cases, a written explanation on the reasons to vote against the recommendation will be retained. This will include any new information filed by an issuer that may impact their decision.

If it becomes apparent that new information is about to be filed by an issuer that could have a significant bearing on the proxy voting decision, the team responsible for submitting Marathon’s response would be asked to reach out to the relevant custodian to discuss delaying submission. Written confirmation of the Portfolio Managers’ decision with regards to a proxy voting matter is received by the team responsible for filing all proxies, prior to submission via the ISS platform. In extremis, if a matter is materially altered as a result of information released by the issuer and Marathon had already filed, the relevant team would look to re-submit, talking to custodians as needed. Where possible, all agenda items will be voted on a case-by-case basis with no pre-defined policy on how to vote certain events nor with Portfolio Managers following any pre-defined client instructions accordingly. Marathon may engage with clients where voting authority has been retained by the client on individual proxies. Separately, on any contentious issue Marathon may also look to contact clients to ensure their respective custodian recalls any stock on loan to enable all shares to be voted. The proxy voting process is undertaken with no consideration paid as to whether the company involved is a client or an associated entity of a client. Likewise, the firm does not offer clients the ability to direct how voting should take place where discretion has been contractually agreed to rest with the firm. Certain clients can agree to retain the ability to vote their shares; as such, the firm is not involved in the client’s underlying voting process. Occasions may arise during the voting process where a potential conflict of interest could arise. Such conflicts could include: (i) where two or more Portfolio Managers have opposing views in connection with voting shares of a company they are both/all invested in; (ii) where Marathon has a separate material relationship with, or is soliciting business from, a company lobbying for proxies; (iii) where a personal relationship exists, such as where a friend or relation is serving as a director of a company soliciting proxies; (iv) where the proxy vote is in a replacement security for a client that has restricted the main holding and an alternate has been selected; or (v) a conflict could also exist if a material business relationship exists with a proponent or opponent of a particular initiative. Where Marathon identifies a material conflict of interest, the team involved will raise the matter with Compliance. Such reporting will include full details of the issue including why the conflict is deemed material with confirmation how the proxy vote is to be undertaken in the best interests of all clients thereby helping to mitigate any conflict identified.

Furthermore, the firm’s leadership has published a Sustainability Charter, which encompasses the firm’s approach to investing, engagement and proxy voting; whereby sustainability is considered in the context of adding value for clients over the long-term. A copy of the firm’s Proxy Voting policy is available on the firm’s website. Aggregated proxy voting records for the most recent quarter and year can be found within the Stewardship page of the firm’s website. A Proxy Voting Dashboard is available on Marathon’s website showing the firm’s vote history with a 180-day lag. Clients may also obtain information from the firm about proxy voting on behalf of their accounts by requesting such information from Client Operations, email: ClientOperations@Marathon.co.uk.