River Road Asset Management, LLC: investment adviser

River Road provides discretionary equity investment management services to U.S. and non-U.S. institutional and other clients and sub-advisory services to several registered investment companies and other U.S. and non-U.S. commingled funds. River Road also acts as a non-discretionary model portfolio provider as more fully described in Item 4.D. River Road offers several investment strategies. Each strategy adheres to River Road’s general investment philosophy, which is implemented through adherence to River Road’s investment process and guidelines for the respective strategy. Please see Item 8.A for more information.

C. Ability to Tailor Advisory Services River Road tailors its advisory services to the individual needs of clients within the framework of the established strategy investment guidelines. If a client requests River Road follow their written investment guidelines or investment policy statement, River Road adheres to the client’s guidelines if River Road has accepted them in writing as part of the investment management agreement and they do not materially deviate from the established strategy investment guidelines or are otherwise acceptable (both as determined at the discretion of River Road).

D. Model Portfolio Provider River Road does not participate in wrap fee programs by providing portfolio management services. However, River Road is a model portfolio provider to various investment advisers, program sponsors, and platforms of wrap fee programs (“Wrap Program”). Under the terms of the agreement between River Road and the Wrap Program, River Road is responsible for providing a model portfolio but not the investment advice provided by the Wrap Program to their end clients. River Road has no discretion over the Wrap Program accounts or whether the Wrap Program follows the model. River Road considers these client assets as advisory-only assets. River Road updates and communicates the models as part of its trading process, and for some strategies this means the model will be part of River Road’s directed accounts trade rotation. Please see Item 12.C for a description of River Road’s relevant trade processes and the consequences of being a directed account. River Road receives a portion of the wrap fee for providing the model portfolio. Please see Item 5.A for more details.

E.

Client Assets

As of December 31, 2025, River Road had $9,852,886,577 in discretionary client assets under management. Additionally, as of December 31, 2025, River Road had approximately $1,986,640,599 in advisory-only assets (no control over implementation of investment decisions and no trading authority). We report model portfolio assets in this section but do not consider such assets as non-discretionary “regulatory assets under management” for purposes of Item 5.F of ADV Part 1A.

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This process also includes directly uploading fee amounts due to one or more custodian websites for processing. This arrangement could deem River Road as having the authority to deduct advisory fees directly from these client accounts, which is a form of custody per SEC regulations. Unless otherwise required under the investment management agreement, accounts initiated or terminated during a billing period will be charged a prorated fee. Prorated fees are typically based on the number of days the account is being managed during the billing period, but specific fee calculation methodologies are determined in writing between the client and River Road and vary. Fees for providing model portfolios are charged by the Wrap Program (defined in Item 4.D above) to the end clients at the discretion of the Wrap Program. Some Wrap Programs charge the fees to the end client in advance and River Road does not determine or have control over the Wrap Program’s practice with regards to refunding client fees if they terminate the relationship during the billing period. River Road receives a portion of the wrap fee that is paid by the end client, but River Road is paid fees from the Wrap Program and not directly from the end client. To the extent River Road has been paid fees in advance by the Wrap Program, River Road will refund any excess fees as determined by the Wrap Program.

Standard Fee Schedule

River Road’s standard separately managed account fee schedule for each marketed investment strategy is below. Fees are negotiable, and many client fee schedules vary from and are lower than the fee schedules indicated below based on size of mandates, relationship type, service requirements, and other factors. The fee is waived entirely when River Road is managing an account for River Road or River Road’s employees and family members. In some instances, assets are aggregated across a client’s or an advisor/consultant’s relationship with River Road when determining fees. Small Cap Value Equity

Small-Mid Cap Value Equity and Small-Mid Cap Value Equity II

First $10 million is 1.00% of assets

First $10 million is 1.00% of assets

Next $15 million is 0.95% of assets

Next $15 million is 0.90% of assets

Next $25 million is 0.90% of assets

Next $25 million is 0.85% of assets

Thereafter is 0.80% of assets

Thereafter is 0.75% of assets

Mid Cap Value

Large Cap Value and Large Cap Value Select

First $10 million is 0.75% of assets

First $10 million is 0.65% of assets

Next $15 million is 0.60% of assets

Next $15 million is 0.50% of assets

Next $25 million is 0.55% of assets

Next $25 million is 0.45% of assets

Thereafter is 0.50% of assets

Thereafter is 0.40% of assets

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Dividend All-Cap Value and Dividend All-Cap Value ex-MLP

Focused Absolute Value®

First $10 million is 0.85% of assets

First $10 million is 0.75% of assets

Next $15 million is 0.80% of assets

Next $15 million is 0.60% of assets

Next $25 million is 0.75% of assets

Next $25 million is 0.55% of assets

Thereafter is 0.65% of assets

Thereafter is 0.50% of assets

C. Other Types of Fees or Expenses Clients will incur brokerage and other transaction costs in addition to River Road’s fees. Please see Item 12 for more information on brokerage. Clients may also incur other types of fees and expenses, including but not limited to:

fees charged by other investment managers,

fees charged by consultants,

custodial fees,

withholding taxes,

wire transfer and electronic fund fees,

fees associated with trading in ADRs or Ordinaries, including converting to/from ordinaries,

other fees and taxes on brokerage accounts and securities transactions, and

mutual funds, exchange traded funds, and collective investment trusts or other collective vehicles internal management fees and other fund expenses, which are disclosed in a fund’s prospectus or other disclosure documentation.

A Focus on Excellent Companies Trading at Compelling Prices Seeking well-managed, financially strong companies that generate predictable and sustainable cash flows and trade at attractive discounts, rather than challenged businesses trading at deep discounts or overvalued businesses that are only cheap relative to their higher-priced peers.

Bottom-up Portfolio Construction Emphasizing bottom-up portfolio construction based on River Road’s specific Absolute Value® investment criteria.

A Focus on Less Efficient Areas of the Equity Market Seeking less efficient areas of the market, including smaller cap companies, companies whose shares are temporarily out of favor, and companies that are not yet promoted by Wall Street analysts.

Risk Aversion Employing a balanced approach to diversification and a structured sell discipline that seeks to reduce portfolio volatility and the risk of permanent loss of capital.

For All Strategies: At the core of River Road’s Absolute Value® approach is a systematic method for assessing the risk/reward characteristics of an investment. The goal of the research process is to formulate two outputs from which an investment decision is made – conviction rating (risk) and discount to value (reward). A stock’s conviction rating combined with its discount to value determine not only whether the stock qualifies for investment, but also how the stock will be sized within the portfolio. For River Road’s Small Cap Value (SCV), Small-Mid Cap Value (SMID), and Small-Mid Cap Value II (SMID II) strategies: The portfolio managers seek capital appreciation by investing primarily in small cap or small to mid-cap companies, respectively, that are trading below the portfolio managers’ assessment of their valuation as determined using River Road’s proprietary Absolute Value® approach. The portfolio managers may also invest in mid-cap stocks, real estate investment trusts (REITs), convertible securities, and foreign stocks. To manage risk, the portfolio managers employ a strategy of balanced diversification and a structured sell discipline. The SCV, SMID, and SMID II strategies all have different market cap minimums at the time of initial purchase.

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River Road’s minimum market cap guideline for each strategy is generally viewed as a proxy for liquidity. Stocks have in the past and may in the future meet the minimum market cap for SCV and one or both of SMID and SMID II (or meet the market cap of SMID and SMID II only) but not be purchased into all strategies at the same time or not purchased at all in SMID and/or SMID II due to liquidity or other reasons based on River Road’s analysis and discretion. The timing of trading across the three strategies has in the past and may in the future be different. In this scenario, typically SCV will purchase a stock first because it is a small cap strategy, has a small cap value benchmark, and generally is expected to have a more micro/small cap and/or liquidity constrained profile than a small-mid cap value strategy with a small-mid cap value benchmark. Additionally, stocks have in the past and may in the future be excluded from SMID (but still included for SCV) and/or SMID II (but still included for SCV and/or SMID, depending on the circumstances). The decision to exclude a stock from SMID and/or SMID II in this scenario occurs pre-trade. Depending on the circumstances, the stock may be purchased later for SMID and/or SMID II. Position sizing may also be small in one or all strategies and position sizing could vary between strategies initially or ongoing. For River Road’s Mid Cap Value strategy: The portfolio managers seek capital appreciation by investing primarily in mid cap value domestic equity securities that are trading below the portfolio managers’ assessment of their valuation as determined using River Road’s proprietary Absolute Value® approach. The portfolio managers may also invest in stocks of other market capitalizations, real estate investment trusts (REITs), convertible securities, and foreign stocks. To manage risk, the portfolio managers employ a strategy of balanced diversification and a structured sell discipline. For River Road’s Dividend All-Cap Value and Dividend All-Cap Value ex-MLP strategies: The portfolio managers seek capital appreciation and high current income by investing primarily in an all-cap portfolio of income producing equity securities that are trading below the portfolio managers’ assessment of their valuation as determined using River Road’s proprietary Absolute Value® approach. The portfolio managers primarily invest in dividend paying common stocks but may also invest in a broad range of foreign stocks, publicly traded partnerships, convertible preferred stocks, real estate investment trusts (REITs), investment companies, and royalty income trusts. For Dividend All-Cap Value ex-MLP, the strategy excludes investments in publicly traded partnerships, such as MLPs. To manage risk, the portfolio managers employ a strategy of balanced diversification and a structured sell discipline. For River Road’s Large Cap Value and Large Cap Value Select strategies: The portfolio managers seek capital appreciation by investing primarily in equity securities that are trading below the portfolio managers’ assessment of their valuation as determined using River Road’s proprietary Absolute Value® approach. The portfolio managers may also invest in Real Estate Investment Trusts (REITs), publicly traded partnerships, investment companies, convertible securities, and foreign stocks. The Large Cap Value Select strategy targets a smaller number of holdings than Large Cap Value. To manage risk, the portfolio managers employ a strategy of balanced diversification and a structured sell discipline. For River Road’s Focused Absolute Value® (FAV) strategy: The River Road Focused Absolute Value® strategy seeks capital appreciation by investing in a concentrated, all-cap portfolio of equity securities chosen from a universe consisting of companies held in other River Road strategies. The strategies may invest in common stocks, foreign stocks, publicly traded partnerships, convertible preferred stocks, real estate investment trusts (REITs), investment companies, and royalty income trusts. Investment recommendations for the FAV strategy are made by members of River Road’s analyst/associate PM team (FAV team). For strategic trades, an approved member of the FAV team inputs trades after receiving approval from a FAV supervising portfolio manager. For trades to model due to cash flows, new account funding, or other non-strategic type situations, trades are typically entered by a FAV team member without supervising portfolio manager approval. Generally, the FAV team determines the timing of purchases and sales, sizing of positions, and the make-up of the portfolio. The team of analysts/associate PMs involved with the investment decision making for the strategy has changed and will continue to change over time. To manage risk, the portfolio managers employ a strategy of balanced diversification and a structured sell discipline. River Road’s Environmental, Social & Governance Policy: The following applies to all the firm’s strategies. River Road recognizes that environmental, social, and governance (ESG) issues can impact the investment risk and return profiles of the companies in which we invest. Many ESG factors have long been embedded in River Road’s Absolute Value® research process as scrutinizing sustainability and corporate governance are key aspects of our critical investment criteria. This includes our assessment of a firm’s business model (including its sustainability and risks), RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 9

financial strength, shareholder orientation, and the accuracy of our valuation assumptions. We believe a more robust ESG integration into our Absolute Value® research process helps us better appreciate risks and opportunities River Road has integrated Environmental & Social as a separate criterion into the critical investment criteria used in the firm’s proprietary Absolute Value® investment process. Governance issues are considered within the firm’s Shareholder Orientation criterion. River Road’s Environmental & Social and Governance (within Shareholder Orientation) conviction ratings are based on our assessment of a company’s ability to manage exposure to material ESG risks and opportunities. Portfolio managers and research analysts consider only material environmental and social risks and materiality can vary greatly by sector, industry, or company. Materiality is typically guided by third-party sources but is ultimately assessed by a research analyst’s or portfolio manager’s company/industry knowledge. Governance is the sole component of ESG where River Road deems all issues to be material to all companies, regardless of sector or industry.

Material Risks

Market Risk. Market prices of investments held in River Road strategies may fall rapidly or unpredictably and will rise and fall due to economic, political, or market conditions or perceptions, government actions, geopolitical events, or in response to events that affect particular industries, geographies, or companies, interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency fluctuations and controls, and force majeure events (such as events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, widespread public health events, war, terrorism, other systemic disruptions such as major cyber incidents or technology outages affecting financial markets, etc.). The value of your investment could go up or down depending on market conditions. Since foreign investments trade on different markets, which have different supply and demand characteristics, their prices are not as closely linked to the U.S. markets. Foreign securities markets have their own market risks, and they may be more or less volatile than U.S. markets and may move in different directions. Value Style Risk. All River Road strategies employ a value style of investing. Value stocks present the risk that a stock may decline in price or never reach what the portfolio manager believes is its full market value, either because the market fails to recognize what the portfolio manager considers to be the company’s true business value or because the portfolio manager overestimates the company’s true business value. Companies that issue value securities may have experienced adverse business developments or may be subject to special risks that have caused their securities to be out of favor. Value stocks may underperform growth stocks and stocks in other broad style categories (and the stock market as a whole) during given periods. Small- and Mid-Cap Company Risk. Most River Road strategies invest to some extent in small- and mid-capitalization companies. The stocks of small- and mid-capitalization companies may involve more risk than the stocks of larger, more established companies because they often have greater price volatility, lower trading volume, and less liquidity. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources, and less competitive strength than larger companies. A strategy that invests in small- and mid-capitalization companies may underperform other stock strategies (such as large company stock strategies) when stocks of small- and mid-capitalization companies are out of favor. Investing in securities of small- and mid-capitalization companies may involve greater risks than investing in larger, more established companies. Large-Capitalization Stock Risk. The stocks of large-capitalization companies are generally more mature and may not be able to reach the same levels of growth as the stocks of small- or mid-capitalization companies. Liquidity Risk. Liquidity risk is the risk that a strategy may not be able to dispose of investments readily at favorable times or prices or may have to sell them at a loss. For example, securities having small market capitalizations and securities having substantial market and/or credit and counterparty risk tend to involve greater liquidity risk. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer, such as changes in interest rates. In such cases, a strategy, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities, may decline in value or be unable to achieve its desired level of exposure to a certain issuer or sector. The values of illiquid investments are often more volatile than the values of more liquid investments. Portfolio Turnover Risk. At times, River Road’s strategies can have frequent trading of portfolio securities. Higher portfolio turnover may result in increased transaction costs, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other securities. These costs related to increased RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 10

portfolio turnover may adversely affect strategy performance, and the sale of securities by the strategy may increase a shareholder’s tax liability. This could negatively impact portfolio performance for client accounts. Non-Diversification/Concentration Risk. Some River Road strategies may be considered non-diversified or concentrated portfolios, such as River Road’s Focused Absolute Value® and Large Cap Value Select. As a result, the strategies may be more susceptible to a single adverse economic, political, or regulatory occurrence and may experience increased volatility. Non-diversified or concentrated strategies can invest a greater percentage of its assets in a single issuer or a group of issuers, and, as a result, may be subject to greater credit, market, and other risks than a more diversified strategy. The poor performance by a single issuer may have a greater impact on the performance of a non-diversified strategy than a diversified strategy. Foreign Securities Risk. Investments in foreign issuers (including those denominated in U.S. dollars), whether directly or indirectly, involve additional risks different from those associated with investments in U.S. issuers. There may be limited information available to investors, and foreign issuers are not generally subject to uniform accounting, auditing and financial standards and requirements like those applicable to U.S. issuers. Public information about foreign issuers may be less complete or reliable than information about U.S. issuers. Different accounting, corporate governance, regulatory, and market systems may cause foreign investments to be more volatile. The value of foreign investments may be adversely affected by changes in the political or social conditions, taxation (including confiscatory or withholding taxes), diplomatic relations, embargoes, economic sanctions, expropriation, nationalization, limitation on the removal of funds or assets, or the establishment of exchange controls or other restrictions and tax regulations in foreign countries, geopolitical or military conflicts, or changes in global trade policies and alliances, which risks also apply to investments traded on a U.S. securities exchange that are issued by companies with significant exposure to foreign countries. Foreign investments trade with less frequency and volume than U.S. investments and, therefore, may have greater price volatility. In certain countries, legal remedies available to investors may be more limited than those available regarding U.S. investments. In addition, just as foreign markets may respond to events differently from U.S. markets, foreign investments can perform differently from U.S. investments. All River Road strategies will have some exposure to foreign securities risk. Currency Risk. Fluctuations in exchange rates may affect the total loss or gain on a non-U.S. dollar investment when converted back to U.S. dollars and exposure to non-U.S. currencies may subject the portfolio to the risk that those currencies will decline in value relative to the U.S. dollar. All River Road strategies will have some exposure to currency risk. MLP Risk. Master limited partnerships (MLPs) are limited partnerships in which ownership interests are publicly traded. Master limited partnerships typically own interests in properties or businesses related to the oil and gas industries, although they may own other types of investments. Investments in master limited partnerships are subject to similar risks to those associated with the specific industry or industries in which the partnership invests, such as the risk of investing in the real estate or oil and gas industries. In addition, investments in master limited partnerships are subject to the risks of investing in a partnership, including limited control and voting rights on matters affecting the partnership and fewer investor protections compared to corporations. Also see PTP Risk below. PTP Risk. Investing in publicly traded partnerships (PTPs) (including master limited partnerships) involves special risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. PTPs are also subject to capital markets risk, which is the risk that they are unable to raise capital to execute their growth strategies. PTPs are also subject to tax risk, which is the risk that they lose their partnership status for tax purposes or cause negative tax consequences to certain types of investors. REIT Risk. The stock prices of companies in the real estate industry, including real estate investment trusts (REITs), are typically sensitive to changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, as well as the management skill and credit worthiness of the issuer. REITs and other real estate companies may also be affected by broader trends in commercial and residential real estate markets, including changes in work-from-home or remote work patterns, shifts in demand for office, retail, industrial, or residential properties, and changing financing conditions. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws that could negatively affect their value. These factors may reduce the value of investments in REITs and the real estate industry. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations, and some REITs may have limited diversification. REITs are also subject to the risk of failing to qualify for favorable tax treatment under the Internal Revenue Code or failing to maintain their status as a REIT, which could result in adverse tax consequences and reduce the amount of income

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available for distribution. REITs may also be particularly sensitive to changes in interest rates and credit spreads, which can affect the value of their portfolios and their cost of financing. Cash Balances Risk. Under some market conditions, cash levels may exceed stated strategy guideline cash levels or client-imposed cash guidelines. Typically, portfolio managers do not want to force client accounts below cash guidelines unless River Road determines at our discretion the client’s cash guidelines require such actions. Higher cash balances may limit the strategy’s ability to participate in upside market movements. Additionally, some cash guidelines are temporarily exceeded due to trading activity. Convertible Securities Risk. Convertible preferred stocks, which are convertible into shares of the issuer’s common stock and pay regular dividends, and convertible debt securities, which are convertible into shares of the issuer’s common stock and bear interest, are subject to the risks of equity securities and fixed income securities. Because convertible securities have characteristics of both stocks and bonds, their values may be affected by factors that impact equity markets (such as changes in the issuer’s stock price or equity market volatility) as well as factors that impact fixed income markets (such as changes in interest rates, credit spreads, or the issuer’s credit quality).The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments. In addition, some convertible securities may be callable by the issuer, which could force an investor to convert or redeem the security at a time that is disadvantageous, or may have complex features (such as contingent or mandatory conversion provisions) that can increase their sensitivity to market or credit events.

Each of the AMG Affiliates, including River Road, operates autonomously and independently of AMG and of each other. Except as described in this Brochure, River Road does not have any business dealings with these AMG Affiliates and does not conduct any joint operations with them. River Road carries out its asset management activity, including the exercise of investment discretion and voting rights, independent of the AMG Affiliates. The AMG Affiliates do not formulate advice for River Road’s clients and do not, in River Road’s view, present any potential conflict of interest with River Road’s clients. More information regarding AMG, including its public filings and a list of all AMG Affiliates, is available at www.amg.com. River Road has mutual fund subadvisory agreements with AMG Funds LLC, a wholly owned subsidiary of AMG, under which River Road serves as subadviser to multiple mutual funds in the AMG Funds family of mutual funds, which are sponsored and advised by AMG Funds LLC. As described in each fund’s prospectus, the fund pays AMG Funds LLC an advisory fee, and AMG Funds LLC pays River Road a subadvisory fee with respect to the fund. The fees payable to River Road may be reduced by the amount of certain shareholder servicing fees, distribution related expenses, and other expenses paid by AMG Funds LLC on behalf of the funds, under an agreement by which River Road has agreed to reimburse AMG Funds LLC for a certain portion of these fees. In addition, one River Road employee is a registered representative of AMG Distributors, Inc., a limited purpose broker-dealer that is a wholly owned subsidiary of AMG Funds RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 12

LLC and that is the distributor of the AMG Funds family of funds and placement agent for certain Affiliate-managed funds. River Road has a marketing agreement with AMG Funds LLC, a wholly-owned subsidiary of AMG, under which AMG Funds LLC markets River Road's investment management services to unaffiliated third-party intermediaries that sponsor subadvised mutual funds and/or other platforms such as defined contribution retirement plan platforms. River Road pays AMG Funds LLC a fee for these services. River Road is a party to a client service/marketing agreement with AMG Funds LLC under which AMG Funds LLC introduces River Road’s investment management services to prospective institutional clients and/or provides institutional client services to certain of River Road’s clients. River Road pays AMG Funds LLC a success fee for these services. River Road is party to a client service/marketing agreement with one or more non-U.S. subsidiaries of AMG under which the non-U.S. AMG subsidiaries introduce River Road's investment management services to prospective institutional clients and/or provide institutional client services to certain of River Road's clients in various foreign jurisdictions. River Road pays the non-U.S. AMG subsidiaries a success fee for these services. The non-U.S. AMG subsidiaries are not broker-dealers, investment advisers, or any of the other financial institutions described in Item 7.A. of Form ADV Part 1A. Depending on the foreign jurisdiction, the non-U.S. AMG subsidiaries may be registered or exempt from registration, as appropriate, with the relevant foreign financial regulatory authorities. River Road consults with AMG on legal, compliance, operations, IT, succession planning, and general corporate matters as River Road deems appropriate and River Road has (and may in the future) compensate AMG for providing these support services. River Road employees also have and plan to continue to attend affiliate conferences or webinars hosted by AMG. River Road also, at times, consults some AMG Affiliates on compliance, operations, or other matters.

The Code of Ethics is designed so the personal securities transactions, activities, and interests of employees do not interfere with making and implementing decisions in the best interest of clients while, at the same time, allowing employees to invest for their own accounts. Under the Code of Ethics, the following rules apply:

•

Employees are allowed to purchase stocks $20 billion in market cap or above with a maximum of ten purchases of stock per rolling 90 day period. These purchases require preclearance, which will be auto approved if the stocks’ market cap is $20 billion or above and the maximum number of purchases has not yet been met.

•

Employees are allowed to sell stocks with any market cap with preclearance and there is no maximum number of sale transactions. These sell transactions will be auto approved if the stocks’ market cap is $20 billion or above and manually reviewed for approval if the market cap is lower.

•

Short sells, options, or derivatives transactions in stocks are prohibited.

•

Purchases or short sells, options, or derivatives in corporate bonds, convertible securities, preferred securities, and single-stock ETFs are also prohibited. If owned prior to employment, sell/closing transactions require preclearance.

•

Transactions in other exchange traded funds, closed-end funds, certain non-equity securities, and open-end mutual funds are allowed without preclearance as they do not present a conflict of interest with River Road’s clients.

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Employee trading is monitored under the Code of Ethics. The Code of Ethics is reasonably designed to prevent conflicts of interest between River Road and its clients. River Road excludes from the Code of Ethics accounts for employees, their relatives, or for River Road that are managed via an investment management agreement between the account holder and River Road (“proprietary client accounts”). Proprietary client accounts are subject to other River Road policies and procedures that are separate from the Code of Ethics. Some account holders for proprietary client accounts are portfolio managers for the strategy the proprietary client account is invested in, and they are responsible for the buy/sell decisions over their own accounts and others invested in that strategy, if any. River Road’s policies and procedures are designed to keep River Road’s proprietary client accounts in compliance with the Advisers Act. Please see the following section, Item 11.B.ii, for more details on proprietary client accounts. All employees of River Road are subject to the Affiliated Managers Group, Inc. Insider Trading Policy and Procedures (the “AMG Insider Trading Policy”). The AMG Insider Trading Policy broadly prohibits the use of material, non-public information, and imposes restrictions on the trading of AMG’s stock. River Road will provide a copy of its Code of Ethics to any client or prospective client upon request. To make a request, please contact the CCO: Attention: Meagan N. Snyder, CCO River Road Asset Management, LLC 462 South Fourth Street Suite 2000 Louisville, Kentucky 40202 (502) 371-4100 rramcompliance@riverroadam.com

Participation or Interest in Client Transactions and Personal Trading i.

Personal Trading

Subject to River Road’s Code of Ethics, employees may be invested in the same securities as clients and there is a possibility that employees might benefit from market activity by a client in such securities. River Road’s employees are required to follow River Road’s Code of Ethics, which is reasonably designed to prevent employees being advantaged over clients in any instance. A copy of River Road’s Code of Ethics is available upon request to all current and prospective clients and River Road encourages clients to review it. ii.

Proprietary Accounts and Strategies

River Road manages money for individual employees of River Road and/or employees’ household members(s) pursuant to investment management agreements and may manage money for River Road in the future (all such accounts are referred to as “proprietary client accounts”). Proprietary client accounts hold and trade in securities that are also held and traded in non-proprietary client accounts. Due to this side-by-side trading, River Road has the opportunity to favor proprietary over non-proprietary client accounts. To address these conflicts of interest, River Road established trade aggregation and allocation procedures reasonably designed to treat all clients fairly and equally over time and prevent River Road from advantaging itself or its employees over its clients. Trades for proprietary and non-proprietary client accounts in the same strategy will typically be aggregated. When clients participate in aggregated transactions, they will typically receive pro-rata allocation at the average share price. Trades for accounts in the same strategy are not always aggregated. A non-aggregated trade typically occurs when a single account is trading at a different time than the other accounts in the strategy, such as when there is a cash flow. See Item 12.D for more information on River Road's trading policies. Some newly launched or non-commercialized strategies are solely comprised of proprietary client accounts (“proprietary strategies”). Because of different investment objectives and/or portfolio management teams, these proprietary strategies will trade at different times than non-proprietary strategies. When proprietary and non-proprietary strategies trade in the same stock in the same day at or near the same time, the following procedure is followed:

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Trades are typically not aggregated if it appears aggregation would be to the detriment of the non-proprietary strategies and clients.

Trades will typically be aggregated if it appears aggregation would not be to the detriment or could benefit the non-proprietary strategies and clients.

The decision to aggregate or not is made at the time of the later trade. Aggregation may ultimately be to the detriment of the non-proprietary strategies due to market fluctuations. These proprietary strategy procedures only apply if there is strategic trading in the same stock during the same day at or near the same time. If the overlap is due to cash flows, new account funding, or some other non-strategic trading reason, the trades will typically not be aggregated. Additionally, a proprietary and non-proprietary strategy trade have not been aggregated in the past and may not be able to be aggregated in the future if trades are being worked at different brokers or if there are special trading instructions applied to one or both trades (such as limits, TWAPs, VWAPs, etc.). When proprietary accounts are directed brokerage accounts, they will not be aggregated with other accounts since aggregation is not possible. Lastly, best execution considerations for non-proprietary strategy trades will override the aggregation policies stated in this paragraph, as necessary. As indicated above, there are instances when proprietary client accounts and proprietary strategies will not be aggregated with other client accounts. When trades are not aggregated, it could result in proprietary accounts and/or proprietary strategies receiving a better price, commission, or execution than other River Road client accounts on any given day. When River Road has strategies where the only external assets are model portfolios or accounts that require River Road to use a specific broker-dealer, these strategies are not considered “proprietary strategies” since external money is invested. River Road will still treat the model portfolios and directed brokerage accounts as Directed Accounts (as defined in Item 12.C) and trades for the Non-Directed proprietary accounts will be executed before the external Directed Accounts are traded / model changes are communicated unless the strategy has a different trade sequencing policy (e.g., Mid Cap Value, Large Cap Value Select, and Large Cap Value strategies). See Item 12.C for more details. When River Road has a proprietary strategy that is only comprised of Directed Accounts, River Road implements processes reasonably designed to prevent River Road from advantaging itself or its employees over its clients. Historically in this scenario, one such process used was always placing trades for proprietary Directed Accounts at the end of the trading day.

Item 12: Brokerage Practices

Selecting Brokers

In selecting broker-dealers for client securities transactions, River Road seeks best execution. In seeking best execution, River Road does not necessarily seek the lowest commission but the best overall qualitative execution in the particular circumstances. When evaluating broker-dealers, River Road’s policy is to consider the value of any research provided by the broker-dealer, execution capability, commission rate, financial responsibility, and responsiveness. River Road strives to obtain competitive commissions for execution only and soft dollar trades. River Road utilizes various brokers to execute trades. Some of these brokers also provide River Road with benefits other than execution. When River Road receives research or other products or services other than execution from a brokerdealer or third party in connection with client securities transactions these are “Soft Dollar Benefits” (and known as paying with “soft dollars”). The name of any broker-dealer or third party that provided any good or service, other than order execution, will be provided to a client upon request. Please see Item 12.B.i below for more disclosures regarding Soft Dollar Benefits. River Road makes both “execution only” and “soft dollar” trades. An “execution only” trade means the entire commission amount is paid to the broker for its execution/trading services. A “soft dollar” trade falls into one of two categories. The first is a trade sent to a broker for execution when that broker also provides River Road their internally-created proprietary research. These are considered “proprietary soft dollar” trades. The second is a trade sent to a broker for execution when that broker also places a portion of the commission the client pays into a pool of money River Road can use to purchase a third-party’s research or other services. These are considered “third party soft dollar” trades. River Road’s best execution policy considers these different trading scenarios. River Road’s Brokerage Allocation and Review Committee typically meets twice per year to evaluate broker-dealers. The committee performs the following reviews:

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Execution Only Trades: Trades sent to brokers for “execution only” are evaluated mainly based on the results of third-party best execution testing. On an annual basis, River Road engages a third party to perform an independent review of the firm’s executions. This testing is a post-trade evaluation of the trades executed by each of the firm’s executing brokers in the prior year. The results from the prior two years are also considered to look for a pattern of underperformance by a broker. The testing considers commissions per share and the quality of executions using trade cost analysis (TCA). TCA measures the effectiveness and efficiency of trading by ensuring that execution prices are occurring within an acceptable range. The acceptable range is based on guidelines developed by River Road in conjunction with the third party. To ensure an adequate sample size, River Road does not review results for an individual broker that does not have a minimum number of trades and quarters of data. River Road uses arrival price and implementation shortfall for the benchmark. For commissions, River Road compares River Road commission costs versus the third party’s commission universe. In addition to execution capability and commission rate, River Road’s analysis considers a broker’s financial responsibility (via a high-level review of financials and reviewing for regulatory actions against the broker) and responsiveness (via the trading department’s experience with the broker). A sub-committee of the firm’s Brokerage Allocation and Review Committee reviews the annual best execution testing results and reports a summary to the full committee at the mid-year meeting.

Proprietary Soft Dollar Trades: Trades sent to brokers for execution who also provide internally-created research are evaluated using a target commission system. Prior to the meeting at each year end, portfolio managers and analysts utilize an electronic voting system to rate each broker based on the value of the research to the investment decision-making process. From there, the committee assigns a target commission to each of these brokers for the next year based on the portfolio managers’ (and analysts’ as appropriate) votes and additional analysis of the value and quality of the broker’s research. The portfolio managers and analysts revote at mid-year. At the mid-year meeting, the target commissions are adjusted as necessary based on the votes and additional analysis of the value and quality of the research and the results of third-party best execution testing. The committee also considers these brokers’ commission rate, financial responsibility, and responsiveness.

Third-Party Soft Dollar Trades:

The brokers who execute trades and put a portion of clients’ commissions into a pool of money for River Road to use are evaluated based on results of third-party best execution testing. The committee also considers these brokers’ commission rate, financial responsibility, and responsiveness.

The committee also evaluates the third-party research and services that are being paid for out of the pool of money. If the third party is providing proprietary research, they are typically subject to the target commission system discussed above. Other types of soft dollar eligible third-party services are evaluated on an ongoing basis based on the value and quality of the services provided to River Road by the third party. To the extent River Road is under contract for a service, any committee adjustments will attempt to be negotiated at the next renewal since mid-contract changes are typically not available.

Research and Other Soft Dollar Benefits

i.

Disclosures on Soft Dollar Benefits

To the extent permitted by section 28(e) of the Securities Exchange Act of 1934, River Road receives Soft Dollar Benefits (defined in Item 12.A above).

When River Road uses client brokerage commissions to obtain research or other products or services, River Road receives a benefit because River Road does not have to produce or pay for the research, products, or services with River Road’s own funds.

River Road may have an incentive to select or recommend a broker-dealer based on River Road’s interest in receiving the research or other products or services, rather than on River Road’s clients’ interest in receiving most favorable execution.

River Road may cause clients to pay commissions higher than those charged by other broker-dealers in return for Soft Dollar Benefits (known as paying-up) if River Road makes a good faith determination that such a commission is reasonable in relation to the value of the Soft Dollar Benefits provided by such broker-dealer. Please see Item 12.A for information on how River Road selects and evaluates broker-dealers.

River Road uses Soft Dollar Benefits to service all River Road client accounts and not just accounts that generate the soft dollar credits. Soft Dollar Benefits are not allocated proportionately to client accounts based on the soft dollar RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 16

credits each account generates. There are several situations where River Road will use Soft Dollar Benefits to service a client that did not generate their proportionate share of, or any, soft dollar credits. These situations are as follows: 1.

River Road does not have trading authority for model portfolio clients. Therefore, these clients do not generate soft dollar credits.

2.

Some client accounts direct River Road to use a specific broker-dealer (known as a Directed Account – see

Some clients are subject to the non-US regulation, Markets in Financial Instruments Directive II (“MIFID II”). These clients instruct River Road on how to handle research and soft dollar commissions for their accounts. They have directed River Road to exclude research and/or soft dollar commissions from their accounts partially or entirely (this includes both proprietary and third-party soft dollar commissions as described above in Item 12.A). As allowed by a no-action letter from the Securities and Exchange Commission, River Road’s MIFID II clients still participate in aggregated trades that generate research and/or soft dollar commissions, but they receive River Road’s lower (execution only) commission rate. If the MIFID II client has excluded research/soft dollar commissions altogether, the client always receives the execution only commission rate. If the MIFID II client has directed River Road to establish a client-specific soft dollar budget, the client receives the execution only commission rate once their soft dollar budget has been reached or, if earlier, when the firm has met its soft dollar budget. The client specific soft dollar budget will exclude items that are not eligible under MIFID II but that are part of River Road’s firm-wide soft dollar budget. Non-MIFID II clients pay the higher research/soft dollar commission rate in the aggregated trade and have a higher average commission overall than the MIFID II client accounts because the MIFID II client accounts do not generate soft dollar credits or generate fewer soft dollar credits. Additionally, some MIFID II client accounts will have a higher average commission rate than other MIFID II client accounts because of the different directions from clients regarding soft dollar commissions.

5.

River Road does not set a soft dollar budget at the strategy or IBG level. Therefore, client accounts in one Rive Road strategy or IBG will generate more soft dollar credits than client accounts in other River Road strategies or IBGs.

Some Non-Directed Account clients have restrictions or limitations around using a particular broker, which includes broker(s) that provide Soft Dollar Benefits. River Road, in its discretion, typically chooses not to use such broker for other clients in the same strategy/IBG to continue to aggregate trades for all Non-Directed Accounts in that strategy/IBG. River Road will only do this if River Road is still able to seek best execution for all accounts being affected. ii.

Description of Soft Dollar Benefits Received

The research, products, or services received are among many tools used by River Road as part of the portfolio management process. Within the last fiscal year, January 1, 2025 to December 31, 2025, River Road acquired the following types of Soft Dollar Benefits: Individual security, industry, and macro-economic analysis

For individual security analysis, River Road received quantitative and qualitative fundamental analysis and research including but not limited to:

Current and historical financial data on companies

Detailed financial results

Price and earnings projections

Charts

Rankings

Forward-looking commentaries

Corporate demergers (such as spin-offs) RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 17

Quality of earnings analysis, such as return on capital ratios and operating earnings momentum

Quality of financial strength, such as balance sheet/cash flow ratios

Corporate credit ratings and data on fixed income securities

Insiders, buybacks, and institutional ownership information

Corporate governance and management practices information

Information on a company’s executives and management teams

Information and metrics on a company’s practices as it relates to ESG and categories of socially responsible investing

Company carbon data and metrics

Newsletters relating to potential new stock ideas and to specific industry issues

For macro and industry economic analysis, River Road received quantitative and qualitative analysis including but not limited to:

Analysis of global issues across disciplines, regions, and assets classes

Analysis of fiscal, monetary, trade, and government policy

Analysis of performance of various indices across market capitalizations and investing styles

Energy company and transaction valuation and other independent energy research

Historical and current commodity prices

River Road also receives access to attend investor conferences and access to analysts for discussions and presentations directly to River Road.

Additionally, River Road receives trading research from some broker-dealers, such as information related to liquidity, market structure, trade analytics, and stock execution.

FactSet and Bloomberg FactSet is an interactive interface that is a primary tool in River Road’s investment research workflow. It houses internal investment research and provides a consolidated place where external research can be accessed by portfolio managers, analysts, and other River Road employees. Bloomberg is also an interactive interface where real-time research and trading information can be accessed in a consolidated place. Data Feeds River Road also used client brokerage commissions to pay for some data feed services. The data received includes, but is not limited to, security pricing, security reference data, other security data, and benchmark data. iii.

Other Relationships with Brokers Providing Soft Dollar Benefits

River Road has relationships with some broker-dealers apart from the Soft Dollar Benefits that the broker-dealers provide:

River Road acts as a model portfolio provider for wrap fee programs offered by some broker-dealers.

Some broker-dealers may recommend that their clients invest in the investment companies for which River Road acts as subadviser.

River Road has fee-paying client(s) that may be or have affiliated entities that are broker-dealers that execute trades and/or provide Soft Dollar Benefits to River Road.

These relationships are considered separately by River Road and do not influence River Road’s decisions to use client commissions to receive Soft Dollar Benefits from the broker-dealers.

C. Directed Brokerage River Road applies a trade rotation policy that varies by strategy and encompasses both discretionary and nondiscretionary (i.e. model portfolio) client accounts. For this policy, Directed Accounts are those accounts for which River Road follows a client’s written direction to use a particular broker-dealer. River Road’s model portfolio relationships are RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 18

considered Directed Accounts. Non-Directed Accounts are those accounts for which River Road selects the brokerdealers to use for trades. If a client directs River Road to use a particular broker-dealer it may cost the client more money than if the client allowed River Road to select the broker-dealers and River Road may not be able to achieve most favorable execution for Directed Accounts. This is because River Road may not be able, and is under no obligation, to negotiate commissions, obtain volume discounts, or aggregate the trades for the Directed Account with trades for Non-Directed Accounts. Directed Account clients may pay higher commissions than Non-Directed Accounts. Directed Account commission charges will vary from Non-Directed Accounts and other Directed Accounts. For all River Road strategies, except Mid Cap Value, Large Cap Value, and Large Cap Value Select: River Road executes trades for Non-Directed Accounts before trades for Directed Accounts. If only a partial execution is received for a block trade of Non-Directed Accounts on a specific day, a Directed Account order will not be placed at all that day and, in some instances, are delayed for several days or longer until the Non-Directed Account trade is completed. Additionally, a position may not be able to be established at all for a Directed Account due to price movements or other reasons before the Directed Account has come up in the rotation. After Non-Directed Account trades are fully executed, trades for Directed Accounts are sent to the directed brokers on a rotational basis. Traders typically do not wait for one directed broker in the rotation to complete trading before moving onto the next directed broker in the rotation. Directed Account clients may pay higher commissions and receive less favorable prices than Non-Directed Accounts and this may result in a performance drag for Directed Account clients. For River Road’s Mid Cap Value, Large Cap Value, and Large Cap Value Select strategies: River Road executes trades for Non-Directed Accounts and Directed Accounts on a simultaneous basis as follows: River Road considers its Non-Directed Accounts in a strategy as one group and Directed Accounts at the same directed broker or the same Wrap Program in a strategy as their own group. “Simultaneous” means that River Road will send each group’s order out for execution as quickly as reasonably possible given operational workflow requirements. A rotation is applied so that each group is first in the operational workflow at some point as more fully described as follows: If a group is first in the operational workflow on a day there is one or more strategic trades, that group will remain first for that entire trading day. On the next trading day when there is a strategic trade, the group that was first becomes last and the group that was second moves to first in the operational workflow and so on. Typically, traders do not wait before proceeding to the next group in the operational workflow (e.g., do not wait for confirmation of receipt of the order or for partial or full execution, etc.). However, for purposes of seeking best execution, River Road has discretion to pause the operational workflow to allow an order to be fully or partially executed for the group before moving to the next group if River Road believes it is in clients’ best interests from a best execution standpoint. River Road applies its reasonable discretion in such cases and documents its reasoning. Additionally, as River Road works through the operational workflow, changes in market circumstances, such as price movements, could result in the portfolio manager cancelling or amending an order for group(s) that had not yet been sent the trade or, in cases where River Road is working the order directly (i.e., Non-Directed Accounts), that had not yet fully completed the trade. Given that prior groups had already been sent and/or completed the trade, the prior group trades typically would not be amended. This would cause full or partial dispersion in positioning among the groups of accounts. Commission Recapture Some River Road clients have established a commission recapture or rebate arrangement with one or more brokerdealers. This arrangement is negotiated between the broker-dealer(s) and the client or the client’s custodian independently of River Road. River Road is not a party to the negotiations or agreement. The client may instruct River Road in writing to direct/set up the broker-dealer(s) to credit a portion of commissions back to the client. In some instances, River Road will still treat the client account as a Non-Directed Account, but the following conditions generally must be met:

The recapture broker(s) (or a broker in its correspondent network) is one that River Road already uses for nondirected trades;

River Road is not required to utilize the recapture broker(s) for all the client’s trades; and

The commission recapture or rebate arrangement has no adverse effect on execution for other Non-Directed Accounts.

During the period when River Road is generating soft dollar commissions, the client’s trades will generate soft dollar commissions instead of commission recapture credits. See Item 12.B above for more information on soft dollars.

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Some clients direct River Road to use a particular broker-dealer but only if the broker-dealer provides best execution. River Road uses a third party to perform best execution testing once per year that covers the prior one-year period. The analysis is made on a post-trade basis and River Road must have an adequate sample size and/or be able to identify a pattern before determining whether the broker is meeting best execution expectations. These clients could incur poor executions during the evaluation period. Model Portfolios For models in any River Road strategy, including models invested in Large Cap Value, Large Cap Value Select or Mid Cap Value, if there are restrictions on how often River Road can update the model that could disadvantage other accounts, changes to the model portfolio will be communicated last and such model will not be included in any rotation. The model portfolio should be similar to the asset composition of discretionary accounts managed by River Road, but the ultimate asset composition is determined by the Wrap Program. River Road has no discretion over the Wrap Program accounts or whether the Wrap Program follows the model. The Wrap Program is responsible for the investment advice provided to the end clients. Additionally, the model portfolio will differ due to the small asset size of individual wrap accounts relative to River Road’s discretionary separately managed accounts or restrictions (for example, the Wrap Program imposing a minimum cash requirement and/or a minimum trade size).

D. Aggregation and Allocation River Road’s trade aggregation and allocation policy is reasonably designed to ensure that clients are treated equitably over time and that no client account is systematically advantaged or disadvantaged. When clients participate in aggregated trades, they will typically receive a pro-rata allocation at the average share price. Commission costs will vary in some instances due to MIFID II as described in Item 12.B.i, sub-bullet 4. Small and partially filled orders may result in some (typically smaller) clients not receiving a fill on a given day (because they would have only received a fractional share). This may result in the excluded clients getting different (and possibly worse) execution prices on later trading days or not receiving a fill at all. River Road has been requested to and River Road may also choose to exclude certain accounts from a strategic trade if River Road determines that the allocation the account will receive will be too small and undesirable for the client due to potential custodial trade ticket fees or other transaction costs. Conversely, when there is a partially filled order, there are instances when an account will receive a full allocation to reduce transaction costs for that client. In either instance, the account will likely receive a more or less favorable price than other clients. River Road follows the below aggregation procedures:

Strategic trades for client accounts in the same strategy will typically be aggregated.

Except as noted in the following bullet, strategic trades for client accounts in strategies in the same Investment Business Group (“IBG”) that take place in the same security at or near the same time will typically be aggregated.

In instances where strategies in the same IBG have different eligible trading markets at the strategy level, trades will not be aggregated given aggregation will not be available or variations in the strategies make aggregation difficult to consistently apply.

Strategic trades across different IBGs that take place in the same security the same day will typically not be aggregated.

New account funding trading will typically not be aggregated with other trading, but River Road may aggregate accounts in the same strategy or IBG that are funding at the same time.

Cash flow trades may or may not be aggregated with other trades. Aggregation will depend on the circumstances and timing of the cash flow.

Any other trading that is the result of client direction, timing, or restrictions or due to reducing dispersion among accounts may or may not be aggregated depending on the circumstances and timing of the trading.

Trades for clients that direct River Road to use a particular broker-dealer will not be aggregated with clients who allow River Road to choose the broker-dealer. However, River Road typically will aggregate strategic trades for multiple directed accounts that direct River Road to use the same broker-dealer. Please see Item 12.C for more information on directed brokerage.

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Trade procedures for proprietary strategies are different in some instances. Please reference Item 11.B.ii for specific information on proprietary strategies.

When trades are not aggregated it results in some clients receiving a better price, commission, and/or overall execution than other clients. River Road strives to obtain competitive commission rates for all non-directed client trades. Limits on Aggregate Ownership River Road monitors aggregate ownership of equity securities across all client accounts over which River Road has investment discretion and River Road adopted a policy which places limits on our aggregate ownership levels. If River Road’s internal maximum limit is reached, no new shares may be purchased for any accounts at the firm. River Road does not consider shares of a security that is nearing the aggregate ownership limit to be an inherently valuable and scarce investment opportunity. The compliance team communicates firm ownership levels to all investment personnel when we are nearing firm ownership limits or when restrictions have been lifted due to decreased ownership levels. The limits River Road places on aggregate ownership of securities across client accounts can cause performance dispersion among accounts with similar investment guidelines managed by the same portfolio manager. For example, a portfolio manager would not be able to invest a new account’s assets in a security when the security has reached the firm’s aggregate ownership limit. This occurs more frequently with respect to accounts invested primarily in stocks in the smalland mid-capitalization ranges.

In addition to the reviews mentioned above, the assigned portfolio managers (and/or an associate portfolio manager or analyst with respect to the Focused Absolute Value® strategy) and/or business development representatives for each account meets periodically with the client, consultant, or other client representative to review their individual account. Frequency of these meetings varies based upon client preference, but, typically, it is at least annually.

Reports to Clients

River Road makes available statement packages to most clients on a monthly basis. The statement package includes an investment performance summary and statement of portfolio holdings for the applicable reporting period. River Road also provides clients with quarterly commentary that discusses the composite portfolio and investment outlook. River Road also provides clients with other regular or ad hoc reporting as requested by the client. The statement packages, commentary, and other items described in this section are written reports.

Requires employees to report certain gifts and entertainment.

In addition, River Road provides or receives a benefit from persons connected with River Road’s clients in the following situations:

Employees of River Road have attended (and may attend in the future) conferences and seminars hosted by consulting firms that recommend River Road investment strategies to their clients.

River Road has (and may in the future) support charities at the request of consulting firms that recommend River Road investment strategies to their clients.

River Road utilizes a global insurance broker firm for some of the firm’s insurance that is an affiliate of a consultant that does or could recommend River Road’s investment strategies to their clients. This global insurance broker firm group also owns a minority interest in a firm River Road selected to act as authorised corporate director for a River Road UK-based fund.

River Road manages a separate account for a firm that is associated with a real estate brokerage firm utilized by River Road.

River Road does not consider any of these situations to present a material conflict of interest.

Client Referrals

As disclosed in Item 10.B, River Road has entered into agreements with certain AMG subsidiaries, pursuant to which River Road pays AMG a fee for services provided to River Road in support of River Road’s provision of advisory services to its clients. These AMG subsidiaries also provide endorsements, as such term is defined in Rule 206(4)-1 of the Investment Advisers Act of 1940 (the “Marketing Rule”), for River Road, and are paid a fee by River Road based on a percentage of the revenues earned from client referrals, more fully described as follows: River Road has contractual relationships with AMG Funds LLC to cover the payment of compensation to AMG Funds LLC for River Road’s clients that are or were referred by AMG Funds LLC to River Road. Any such compensation to AMG Funds LLC will not increase the client’s fees and will be paid in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended. Such referral fees will generally be paid in cash. The fee to AMG Funds LLC is based on a percentage of the fees River Road receives from client(s) referred under the agreement. River Road has contractual relationships with Affiliated Managers Group Limited and Affiliated Managers Group Pty Ltd. (together, “AMG Limited”) under which AMG Limited introduces River Road's investment management services to prospective institutional clients and/or provides institutional client services to certain of River Road clients in various foreign jurisdictions. Any such compensation to AMG Limited will not increase any client’s fees and will be paid in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended. Such referral fees will generally be paid in cash. The fee to AMG Limited is based on a percentage of the fees River Road receives from client(s) referred under the agreement. Presentation and other marketing of River Road strategies are at times presented by an employee of AMG, AMG Funds LLC, AMG Limited, or another AMG entity, which are affiliates of River Road. Additionally, River Road has a contractual relationship with Boutique Capital Partners Ltd. (“BCP”) to cover the payment of compensation to BCP for River Road’s advisory clients that are referred by BCP to River Road. Any such compensation to BCP will not increase the client’s fees and will be paid in accordance with Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended. Such referral fees will generally be paid in cash. The fee to BCP is based on a percentage of the fees River Road receives from client(s) referred under the agreement.

per SEC regulations. Clients should ensure they receive at least quarterly statements from the broker-dealer, bank, or other qualified custodian that holds and maintains the client’s investment assets. River Road urges you to carefully review such statements and compare such official custodial records to the account statements that we provide to you as set forth in Item 13.B. Our statements will vary from custodial statements based on accounting procedures, reporting dates, pricing provider, or valuation methodologies of certain securities.

Please see Item 4.C for more information. For registered investment companies, River Road’s authority to trade securities is also limited by certain federal securities and tax laws that require diversification of investments. River Road does not have discretionary authority for its model portfolio relationships. Please see Item 4.D for more details.

River Road has established the Proxy Voting Policy Committee for reviewing voting guidelines and special issues. River Road’s compliance department oversees the operational and procedural aspects of the proxy voting process. Additionally, to help discharge its duties, River Road hired Glass Lewis & Co. (“Glass Lewis”) as its voting agent. Glass Lewis performs the following services:

provides analysis of proxy proposals,

tracks and receives proxies for which River Road clients are entitled to vote,

votes the proxies as directed by River Road; and,

compiles and provides client voting records.

River Road will generally instruct Glass Lewis to vote proxies pursuant to guidelines adopted by the Proxy Voting Policy Committee at the beginning of each year. If River Road policy recommendation (i.e., the Glass Lewis recommendation in most instances) and the management recommendation for all votes on a ballot are the same, the compliance department will typically vote accordingly. There are limited instances where River Road has (and may in the future) vote differently from the policy and management recommendation. When the Glass Lewis recommended vote contradicts the recommendation of management, the primary analyst assigned to the stock consults with the relevant portfolio manager(s) and reviews the proposal. The analyst and portfolio manager(s) then recommend to vote the issue in the way River Road believes is most beneficial to shareholder value. If this vote decision is different than policy recommendation (i.e., the Glass Lewis recommendation in most instances), the rationale is documented and a member of River Road’s ESG investment group and the compliance department reviews and approves the rationale before submitting the final vote. River Road has eliminated most conflicts of interest by using an independent third party (Glass Lewis) that votes pursuant to the guidelines adopted by the Proxy Voting Policy Committee or in accordance with River Road’s direction based on the above process. Additionally, River Road’s voting process of voting with policy recommendation and RIVER ROAD FORM ADV PART 2A - FIRM BROCHURE I PAGE 23

requiring compliance department signoff if voting differently addresses any potential conflict of River Road voting shares for a public company that is also a River Road client or an affiliate of a River Road client. In cases where River Road believes there is an actual or perceived conflict of interest, River Road requires additional steps that may include the following:

documenting the potential conflict of interest;

obtaining the prior approval of the Chief Investment Officer and the Chief Compliance Officer;

obtaining Proxy Voting Policy Committee review or approval;

deferring to the voting recommendation of a third party;

voting pursuant to client direction (following disclosure of the conflict);

abstaining from voting;

voting reflectively (in the same proportion and manner as other shareholders); or,

taking such other action as necessary to protect the interests of clients.

Where clients have implemented securities lending programs, River Road will be unable to vote proxies for securities on loan. River Road also may determine that the cost of executing the proxy exceeds the benefits to a client account. As a general matter, River Road does not vote securities in countries that require the client to execute a power of attorney. Additionally, River Road uses its discretion to determine whether to vote securities in countries where voting rules do or could potentially limit River Road’s ability to trade the security for a period or for other reasons. Clients are permitted to place reasonable restrictions on River Road’s voting authority by providing their own voting guidelines or directing a vote in a particular solicitation with reasonably advance notice given to River Road’s CCO (contact information below). If clients provide River Road with their voting guidelines or direction and River Road accepts them, River Road will instruct the voting agent to vote proxies pursuant to the client guidelines or direction. For clients that have reserved voting authority, clients should receive their proxies or other solicitations directly from their custodian or a transfer agent. They will not receive them from River Road. Clients may contact River Road’s CCO (contact information below) with questions about a particular solicitation. Clients may obtain a copy of River Road's complete Proxy Voting Policies and Procedures and/or records of how River Road voted proxies for securities in their accounts by contacting the CCO: Attention: Meagan N. Snyder, CCO River Road Asset Management, LLC 462 South Fourth Street Suite 2000 Louisville, Kentucky 40202 (502) 371-4100 rramcompliance@riverroadam.com

Class Actions and Legal Proceedings

Portfolio companies currently or formerly held in River Road client accounts have in the past and may in the future become subject to class actions, bankruptcy, or other legal proceedings. River Road does not monitor for, act on behalf of clients in, or assist clients in any such proceedings. To the extent requested in the client’s investment management agreement, River Road will use best efforts to forward to the client notices River Road receives related to proceedings for their specific account.

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River Road maintains an information security policy and technical, administrative, and physical safeguards that seek to identify and mitigate cyber-attacks and protect the confidentiality of River Road’s internal data. Nevertheless, cyber incidents have occurred and could occur in the future, and might in some circumstances result in unauthorized access to sensitive information about River Road or River Road’s clients. Clients could be negatively impacted by a cyber-attack.

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