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Kiltearn Partners: investment adviser
Kiltearn Partners LLP, doing business as Kiltearn Partners, is an investment adviser registered with the SEC (file 801-72673, CRD 158789). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $1.3B
- Discretionary
- 100%
- Accounts
- 4
- Employees
- 20
- In advisory roles
- 8
- Disclosures
- 1
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports no custody of client cash or securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 4 | $1.3B | 100.0% |
How it is paid
- A percentage of assets under your management
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
- Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Kiltearn Limited | Company (outside the U.S.) | Legal member | E 75% or more | Jan 2011 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Raymond K Cheung | Kiltearn | Person | F General partner, trustee or managing member | Yes | |
| Edward Gerard Clarke | Kiltearn | Person | F General partner, trustee or managing member | Yes | |
| Craig Robert Watson | Kiltearn | Person | F General partner, trustee or managing member | Yes | |
| Stephen Charles Butt | Silchester Partners Director, Limited Shareholder | Person | D 50% to 75% | ||
| Murdoch Ross Murchison | Kiltearn Limited Director, | Person | C 25% to 50% | Yes | |
| Silchester Partners Limited | Kiltearn Limited | Company (outside the U.S.) | C 25% to 50% |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.
Item 11 questions answered Yes
These questions cover the firm and its advisory affiliates.
- Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
Actions about the firm (1)
- Jan 13, 2021Regulatory Action: Swiss Department of Finance FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $11,994 · Begun Oct 27, 2020 · Resolved Jan 13, 2021 · Settled
Kiltearn self-reported through Swiss counsel in relation to a late disclosure of its clients' holding in a Swiss company falling below the three percent (3%) threshold. Kiltearn entered into the agreement to dispense with the need for a determination under the relevant legislation by. In the view of the Swiss Department of Finance, the agreement remedied the late disclosure.
Kiltearn paid the sum of CHF 10,000 (~usd 10,900) plus procedural costs of CHF 1,000 (~usd 1,090) to the Swiss Department of Finance as a part of settlement agreement. Kiltearn entered into the agreement to dispense with the need for a determination under the relevant legislation by. In the view of the Swiss Department of Finance, the agreement remedied the late disclosure. Kiltearn paid the agreed sum. The matter is closed.
Kiltearn paid the agreed sum. The matter is closed. No information Filed
Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Kiltearn Partners LLP ADV Part 2, filed Aug 19, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
History and Firm Structure Kiltearn is a United Kingdom (“U.K.”) limited liability partnership established in 2011 to specialize in investing in publicly traded global equity securities. As of July 31, 2026, Kiltearn had approximately US$1.3 billion of assets under management. Kiltearn does not manage any assets on a nondiscretionary basis and does not participate in any wrap fee programs. Kiltearn is authorised and regulated by the Financial Conduct Authority (the “FCA”) in the U.K. and is registered as an investment adviser with the SEC in the United States (“U.S.”). As of July 31, 2026, Kiltearn had eight (8) working members and, together with its wholly owned subsidiary, had twelve (12) employees. Kiltearn Limited (“KP Ltd”) owns a substantial majority (>95%) of Kiltearn’s capital.
Read the rest of Item 4 (555 more words)
The remaining capital has been contributed by the working members. Under the terms of the limited liability partnership agreement (the “LLP Agreement”), the working members have the right to nominate individuals who will form part of Kiltearn’s Supervisory Group. The actual appointment or removal of these individuals is determined by vote. Voting rights are determined by capital ownership. Under the terms of the LLP Agreement, 100% of all of Kiltearn’s capital profits accrue to KP Ltd. A variable proportion of Kiltearn’s income profits accrue to KP Ltd based on an addendum, agreed by the parties on a periodic basis. The remaining income profits are allocated to the employees and working members of Kiltearn and those of its wholly owned subsidiary, Kiltearn Partners, Inc. (“KP Inc.”). A structure chart highlighting Kiltearn’s organisation structure and material direct and indirect owners can be found in Item 10. Kiltearn would be pleased to answer any questions that any Unitholder, separate account client or prospective investor may have on its ownership structure, industry affiliations and/or direct and indirect beneficial owners. As of July 31, 2026, Kiltearn and KP Inc.’s working members, employees and their related parties own 50.65% of KP Ltd (the capital provider to Kiltearn) and Silchester Partners Limited (“SP Ltd”) owns 49.35% of KP Ltd. SP Ltd is a member of and capital provider to Silchester. KP Ltd has two classes of shares. SP Ltd holds 100% of the Class A shares. These shares represent 49.35% of KP Ltd.’s authorised share capital and 9.9% of KP Ltd.’s voting rights. The working members, employees and their related parties hold 100% of the Class B shares. These shares represent 50.65% of KP Ltd.’s authorised share capital and 90.1% of KP Ltd.’s voting rights. The A Shares and the B Shares have different rights. The Class B Shares (i.e., those controlled by the working members, employees and their related parties) control KP Ltd. Under KP Ltd.’s Articles, the B Shareholders have the right, in perpetuity, to name a majority of KP Ltd.’s Board of Directors, elect the Chairman, and control its day-to-day business operations. The consent of A Shareholders is required when material business decisions must be made (such as the sale of the business, the liquidation of the business, significant items of expenditure (i.e., amounts greater than 25% of the company’s capital base), amendments to the articles, etc.). Kiltearn’s investment philosophy is based on the investment and business approach of Murdoch Murchison. Prior to forming Kiltearn in 2011, Murdoch Murchison had worked at Templeton for over 15 years and was previously the investment manager of the flagship Templeton Growth Fund, launched by Sir John Templeton in 1954.
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Types of Services that Kiltearn Provides to Clients Kiltearn provides discretionary investment management services to its Clients. Kiltearn brings a wide range of analytical, research, portfolio implementation and administrative skills through its business. Kiltearn strives to service Clients whose investment needs are growing year-on-year. Kiltearn specialises in investing in publicly traded equity securities using a bottom-up value investment approach. Kiltearn does not provide financial planning, quantitative planning or market timing services to Unitholders or Clients. Kiltearn generally does not further customise or modify its investment program based on individual Unitholder or Client needs. Unitholders in Kiltearn’s funds are not permitted to impose restrictions on investing in certain securities or types of securities.
Item 5. Fees and compensation
Kiltearn provides discretionary investment management services to two private U.S. funds, the Kiltearn Global Equity Fund (referred to internally as “Kansas”) and the Kiltearn Global Equity SRI Fund (the “SRI Fund”), collectively known as the “US Funds.” Unitholders in the US Funds pay fees according to the following fee scale:
First $25 million Next $75 million Next $250 million Thereafter
% Per Annum 0.70 0.60 0.50 0.40
Read the rest of Item 5 (787 more words)
Fees paid by each Unitholder invested in the US Funds are based upon the Net Asset Value (as defined below) of the Units held by the Unitholder rather than the value of the US Fund itself. Fees are not generally negotiable. However, Kiltearn may, in its discretion, rebate fees or apply reduced fees to certain Unitholders based on factors such as the size of the investment, aggregate assets invested, the nature and duration of the relationship, the timing of the investment, or other strategic considerations determined by Kiltearn. Fees are normally payable monthly in arrears, although the actual timing of Fee payments will depend on the underlying legal domicile of a fund and the terms of its operating agreements. Fees for Unitholders in the US Funds are normally paid via the redemption of part of the Units held by each Unitholder monthly. Separate account clients are generally invoiced on a quarterly basis in arrears for the investment management services that Kiltearn provides. Unitholders, through their participation in the US Funds, and separate account clients will incur brokerage and other transaction costs as described in ‘Brokerage Practices’ and may incur extraordinary legal expenses (as described below). No other additional fees or expenses are charged. Kiltearn will generally only consider opening a separate account for a prospective client interested in investing amounts over US$500 million. Kiltearn will, however, open temporary accounts (referred to as “Transition Accounts” or “Security Holding Accounts”) used to facilitate investment in to or withdrawals out of the US Funds. The US Funds pay their own direct trading expenses, clearing fees, and other exchange fees and charges. Direct trading expenses include brokerage commissions, “bid-ask” spreads and other foreign exchange spreads, mark-ups, clearing fees, registration and transfer fees, regulatory and governmental charges and duties, and other transactional fees and expenses relating to their investments. The US Funds are obligated to pay all income, dividend withholding, capital gains and other taxes related to their underlying investments. In addition, the US Funds may be required to reimburse Kiltearn or third (3rd) party service providers to the US Funds for extraordinary legal expenses not otherwise borne by Kiltearn, including expenses incurred to protect or promote the
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investment rights or obligations of the US Funds and legal or accounting expenses incurred in connection with the reclamation of foreign withholding taxes for the US Funds or reducing the US Funds’ liability in relation to foreign capital gains taxes. Kiltearn has paid all expenses incurred in connection with the organization and the formation of US Funds. Kiltearn pays all routine legal, audit and accounting fees related to the Funds and the ongoing offering and issuance of Units as well as the US Funds’ annual audit fees and tax return expenses (if any). Kiltearn pays any fees payable to the custodians, trustees, fund administrators, managers, auditors, tax advisors and the US Funds’ other service providers. The US Funds are not required to reimburse Kiltearn in the event that Fees are insufficient to cover the expenses borne by Kiltearn. Separate account clients pay their own direct trading expenses, clearing fees, and other exchange fees and charges. Separate account clients directly bear trading expenses include brokerage commissions, “bid-ask” spreads and other foreign exchange spreads, mark-ups, clearing fees, stock loan expenses (if applicable), registration and transfer fees, regulatory and governmental charges and duties, and other transactional fees and expenses relating to their investments. Clients using separate accounts are obligated to pay all income, dividend withholding, capital gains and other taxes related to their underlying investments. In addition, separate account clients may be required to reimburse Kiltearn for extraordinary legal expenses not otherwise borne by Kiltearn, including expenses incurred to protect or promote the investment rights or obligations of the separate account clients and legal or accounting expenses incurred in connection with reclaiming foreign withholding taxes or reducing liability in relation to foreign capital gains taxes. Clients using separate accounts are responsible for paying their own legal, audit and accounting fees as well as annual audit fees and tax return expenses (if any). Clients using separate accounts pay any fees payable to their separately appointed custodians, trustees, fund administrators, managers, managing members, auditors, tax advisors and other similar service providers. Kiltearn is also the delegated investment manager for two non-U.S. UCITS funds (the “Irish Funds”). U.S. persons are not permitted to invest in the Irish Funds. As a result, the Irish Funds are outside the scope of this document. Where extraordinary legal expenses are incurred, these will be allocated on a pro rata basis amongst all Clients under Kiltearn’s discretionary management to which the expenses apply, based on the number of shares of the specific security or amount of cash and/or other asset held by each Client.
Item 6. Performance-based fees and side-by-side management
Kiltearn does not charge performance-based fees to any Unitholders or any separate account clients. As a result, all fees are normally charged on an ad valorem basis. Kiltearn, KP Ltd and KP Inc.’s employees, members, directors, shareholders and related parties have invested in Kiltearn’s funds. These employees, partners, members, directors, shareholders and related parties invest in the funds on the same terms and pay the same Fees as unaffiliated Unitholders in the funds.
Item 7. Types of clients
Each one of Kiltearn’s funds, and not the underlying Unitholders in each fund, is considered a Client pursuant to Rule 203(b) (3)-1 of the Investment Advisers Act of 1940. Kiltearn makes investments on behalf of the funds for the benefit of the underlying Unitholders in each respective fund. Units in the US Funds are sold only to Unitholders that qualify as “Accredited Investors” and “Qualified Purchasers” under applicable securities laws. Separate account clients must normally be considered a “Qualified Institutional Buyer”. Units in the US Funds are offered and sold primarily to U.S. investors
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Read the rest of Item 7 (1,153 more words)
under the exemption provided by section 4(a)(2) of the 1933 Act and Rule 506(c) of Regulation D promulgated thereunder, in the case of Kansas, and Rule 506(b) of Regulation D, in the case of the SRI Fund. Furthermore, the US Funds will not register as an “investment company” under the 1940 Act by reason of the provisions of Section 3(c)(7) thereof. An investment in Units of a US Fund or through a separate account involves the risk of loss. Kiltearn, in its capacity as investment manager, is responsible for reviewing and managing the holdings in the portfolio of each Client based on the results of its research activities and for making appropriate recommendations to satisfy the respective investment goals of the Client. Additional information is available in the respective Private Offering Memorandum of each US Fund and the Investment Management Agreements (“IMAs”) in place between Kiltearn and the separate account clients (if any). Conditions for Managing Accounts Kiltearn primarily provides discretionary investment management services through its funds. Separate account arrangements are offered only in limited circumstances, generally in respect of mandates exceeding US$500 million. Transition Accounts or Security Holding Accounts may be used to facilitate subscriptions into or withdrawals from the US Funds, irrespective of the amount invested. The minimum initial subscription for Units in a US Fund is US$10 million. The minimum additional investment in the US Funds is US$100,000. Kiltearn may, in its sole discretion, accept or reject, in whole or in part, any investment or impose conditions or restrictions on such investment. There is no minimum holding period for Units. Subject to the narrow circumstances in which it may be necessary to suspend redemptions in accordance with the US Funds’ governing documents, Unitholders may redeem all or part of their Units in a US Fund on any Dealing day by providing Kiltearn with written notice at least six (6) Business Days prior to the Dealing Day upon which the redemption is to be effective. Certain documentation must also be returned at least four (4) Business Days prior to such Dealing day. Redemptions from the US Funds generally must equal or exceed $500,000. In the case of the US Funds, where Kiltearn deems it is in the best interests of all Unitholders in the relevant US Fund and the US Fund itself, Kiltearn may, in its sole discretion, cause redemptions to be facilitated via Withdrawal Transition Accounts. Additional information is available in the respective Private Offering Memorandum of each US Fund. Transition Accounts Kiltearn may, to the extent permitted by law, require investors making contributions of cash, securities and/or other assets to or redemptions from the US Funds to use Transition Accounts. Transition Accounts are separate sub-accounts that are opened under the applicable US Fund’s general legal structure. They are used to facilitate substantial subscriptions and withdrawals. The Transition Account structure allows Kiltearn to invest contributions outside of the relevant US Fund’s direct assets or to liquidate holdings outside of the US Fund’s direct assets (and therefore minimize the market impact and liquidity risk from artificially high cash levels being passed to existing Unitholders or remaining Unitholders, as the case may be). All cash, securities and other assets transferred into a Transition Account are valued using the same rules and procedures used in valuing the cash, securities and other assets of the applicable US Fund at the date of transfer. The cash, securities and/or other assets contributed into a Subscription Transition Account are used to purchase securities that are consistent with the US Fund’s investment objective and that substantially replicate the weighting of the same securities held by the US Fund, to the extent practicable. The investments are then transferred into Units in the US Fund on the first applicable Dealing Day. The investments transferred to the Withdrawal Transition Account will ordinarily represent a substantially pro rata portion of the investments held by the US Fund, to the extent practicable. The securities, cash and other assets in a
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Withdrawal Transition Account will ordinarily be liquidated into cash and the final proceeds wired to the redeeming Unitholder as soon as reasonably practicable. Unless redemptions from the US Fund have been suspended, Kiltearn would normally expect that the proceeds of any redemption facilitated by Withdrawal Transition Accounts shall be paid within thirty (30) Business Days of the transfer of securities to the Withdrawal Transition Account. In the event a given security position or other asset held within a Withdrawal Transition Account cannot be liquidated in order to meet this timeframe, Kiltearn will notify the redeeming Unitholder and, to the extent practicable, direct The Northern Trust Company (The Northern Trust Company or one of its direct or indirect subsidiaries, collectively “Northern Trust”, has been appointed to act as the custodial trustee for the US Funds and the global sub-custodian for the Irish Funds) to transfer the security position by way of an in-specie transfer to the redeeming Unitholder’s custodian. In the event the security, cash or other asset cannot be transferred, the thirty (30) Business Days requirement will be disregarded and Kiltearn will arrange for the liquidation of the security, cash or other asset as soon as practicable. By investing new cash flows or liquidating the securities separately, the incoming or outgoing Unitholders bear their own market risk during the investment or redemption period, as well as the dealing costs associated with the investment or redemption, as applicable. Kiltearn has determined that these procedures represent a fair and equitable method of managing subscriptions and redemptions while preserving portfolio integrity. Further, Kiltearn believes it represents a fair and equitable way of accommodating periodic subscriptions and withdrawals. Prospective investors should refer to the specific provisions of the relevant US Fund’s Private Offering Memorandum for a complete discussion of Transition Accounts and the risks involved therein. Side letter Agreements Kiltearn generally will consider entering into a side letter agreement only when rules governing a specific Unitholder (such as state law or the governing documents related to such Unitholder) requires a specific variation, provided that such change is not expected to materially impact Kiltearn, other service providers to the US Funds or other Unitholders. It is Kiltearn’s policy not to agree to any side letter or other similar agreements that grant any Unitholder or group of Unitholders preferential rights with respect to the payment or timing of redemptions, indemnification from Kiltearn, the law governing Kiltearn’s and each Unitholder’s responsibilities under the governing documents for the US Funds, or access to data on a US Funds holdings or trading activity. Kiltearn will provide a summary and a redacted copy of all side letter agreements currently in effect in relation to a US Fund upon the written request of a Unitholder in that US Fund. Kiltearn will also provide a summary of all side letter agreements currently in effect in relation to a US Fund on an annual basis when the respective US Funds audited financial statements are distributed.
Item 8. Methods of analysis, investment strategies and risk of loss
Investment Strategy and Analysis Kiltearn provides discretionary investment management services to Clients according to a clear investment strategy. The investment objective is to achieve long-term growth primarily by investing in a diversified portfolio of global equity securities. Kiltearn believes that securities with low market price to earnings, cash flow, asset value, sales ratios or dividends typically, but not necessarily, possess fundamental investment value. Investments meeting the above criteria are identified by Kiltearn in part using database screens. Kiltearn carries out financial and non-financial analysis on prospective investments, including reviews of their underlying business strengths and weaknesses, their plans, their practices and their management.
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Read the rest of Item 8 (6,451 more words)
Investments that appear attractive according to Kiltearn criteria generally will constitute a high proportion of each Client’s portfolio. When allocating Clients’ investments among geographic regions and individual countries, the prime determinant for Kiltearn is the attraction of the individual security investments (a “bottom up” approach). Kiltearn seeks to retain a reasonable diversification of investments across countries and industries for Clients and, consequently, Kiltearn will be required to cause Clients to enter Spot Foreign Exchange Contracts as Clients will incur exposure to foreign currencies. A “Spot Currency Contract” is defined as any currency contract that is entered into to: (i) settle the acquisition of any asset, the price of which is denominated in a foreign currency; (ii) effect the repatriation of foreign currency proceeds from the sale of an asset; or (iii) effect the repatriation of foreign currency proceeds from income or expenses arising therefrom. Due to restrictions on direct investments by foreign entities in certain foreign countries, investments in other investment companies may be the most practical or only way Clients can obtain certain securities. Accordingly, subject to a Client’s Investment Guidelines, Kiltearn may cause a Client to invest up to (10%) of the assets in its portfolio in U.S. and foreign collective investment companies. It should be noted, however, that investments in investment companies may: (i) involve the payment of premiums above the net asset value of such issuers’ portfolio securities, (ii) be constrained by market availability, and/or (iii) with respect to equity instruments in foreign investment companies that are treated as corporations for U.S. federal income tax purposes, be considered equity in “passive foreign investment companies” or “controlled foreign corporations” for federal income tax purposes. As a shareholder in such an investment company, the Client would bear its pro rata share of that company’s expenses. Kiltearn does not expect that such investments will comprise a major part of any Client’s portfolio. In the event that Kiltearn causes a Client to make an investment in a U.S. or foreign collective investment company sponsored by Kiltearn, Kiltearn will waive any investment management fees payable to it with respect to such investment in such underlying investment company and Kiltearn will pay the same costs associated with operating such investment company as it does for the US Funds. Sustainability considerations may have a material impact on a business’s intrinsic value and long-term return potential. Increasingly sustainability factors like the global transition towards more sustainable energy sources and increasing standards for labor practices are a source of long-term structural change, shaping the capital-allocation decisions, regulatory environment and competitive dynamics of the issuers in which Kiltearn invests Clients’ assets. Systematically exploring these considerations may provide a more comprehensive assessment of factors including, but not limited to, the following: Investment risk: Preservation of capital is an important component in delivering a superior long-term return. Inadequate sustainability practices and policies can lead to inefficiencies, operational disruption, litigation and reputational damage for issuers. Robust sustainability practices can mitigate these risks and enhance business quality. Asset quality: Assessing sustainability factors can also provide a more comprehensive lens through which to assess the quality of intangible assets. The value of intangible assets is often tied to brands or reputation, which tend to be closely linked to the perception of how an issuer treats various stakeholders (e.g., customers, employees, and the local community). Cost of capital: An issuer’s exposure to and management of sustainability risks can affect its formal credit rating, a key factor that influences the issuer’s cost of and access to capital, which in turn has implications for underlying intrinsic value. Kiltearn employs an evidenced-based approach to assessing business quality. Areas of focus include balance-sheet strength, cash-generation characteristics, return on invested capital and management’s
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capital-allocation decisions. Within this framework, Kiltearn may seek to consider relevant sustainability factors, which it considers financially material considerations based on an issuer’s industry and business model. Areas of focus include, but are not limited to, the following: (i) energy transition and environmental impact; (ii) product safety and consumer protection; (iii) supply-chain management and oversight; (iv) labor relations and employee welfare; and (v) board structure and executive compensation. Where an issue has been deemed potentially material, Kiltearn may consider what type of challenges or opportunities these factors pose (e.g., a change in competitive dynamics, an ongoing investment requirement, or an existential threat to the business model). Kiltearn may also consider whether existing policies and practices seem sufficient to mitigate potential controversies and position the business on a sustainable path. As with other investment considerations, evidence of strong sustainability credentials can enhance Kiltearn’s overall assessment of business quality, while evidence of weak practices can detract. Based on Kiltearn’s analysis of an issuer’s historic financial characteristics and performance over cycles, Kiltearn seeks to normalise the earnings, cash flow and balance sheet as appropriate and then consider the valuation relative to the global investment universe, the issuer’s own history or a relevant peer group. Sustainability factors may be considered during the normalisation process where Kiltearn believes they are likely to be an ongoing impact (positive or negative) on earnings, cash flow or assets. The overall assessment of business quality, of which sustainability factors are components, may also dictate the margin of safety required for investment. Additional information on Kiltearn’s incorporation of sustainability considerations in its investment decision‐making processes can be found in the Responsible Investment Policy on Kiltearn’s website (www.kiltearnpartners.com). Kiltearn maintains documented investment parameters for each Client portfolio, which are monitored as part of its ongoing portfolio oversight. The investment parameters limit, amongst other items, the percentage of a Client’s portfolio that Kiltearn is permitted to invest in securities with particular characteristics, individual securities and securities of issuers located in particular countries or sectors. The applicable investment parameters are outlined more fully in the Investment Guidelines set out in the confidential Private Offering Memorandum of each US Fund and in the IMAs in place with separate account clients. As many issuers have multinational operations, an issuer’s location will ordinarily be determined by factors such as: (i) its jurisdiction of incorporation; (ii) the location of its head office, primary market, significant sources of revenues, income or the location of its assets; or (iii) its classification as determined by various market indices. To achieve its objectives, Kiltearn generally seeks to invest its Clients’ portfolios in securities that, in its opinion, possess fundamental investment value. Types of Investments Kiltearn will cause the Clients to invest primarily in established markets; however, Kiltearn may also invest a portion of Clients’ assets in emerging market securities and currencies. Kiltearn is permitted to cause its Clients to utilize a wide range of equity instruments in attempting to achieve its objective, including both common and preferred stocks, special classes of shares available only to foreign persons in markets which restrict the ownership of certain classes of equity to nationals or residents of the country and depository receipts. Kiltearn is permitted to cause Clients to invest in physical currency and Spot Foreign Exchange Contracts.
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Subject to each Client’s Investment Guidelines, Kiltearn may cause Clients to invest in (i) non-exchange traded securities including private placements and securities subject to transfer restrictions under Rule 144A or Regulation S of the Securities Act of 1933 or otherwise commit to acquire securities on a forward commitment basis, and (ii) unregistered and bearer securities. Kiltearn does not cause its Clients to invest in futures or options on futures. Kiltearn may, however, cause Clients to invest in, hold, and purchase, or otherwise acquire rights, stock options, stock coupons, warrants, and other similar investments issued, sold, or distributed by an issuer as part of a corporate action or other similar transaction. Kiltearn may cause Clients to purchase the securities of issuers during a secondary offering of securities. The prices of securities issued as part secondary offerings traditionally have been quite volatile. Kiltearn may be required to agree to transferability restrictions as a precondition for participating in these types of security offerings. Frequency of Trading Over the course of a market cycle, Kiltearn would expect the turnover of securities within its Clients’ portfolios to typically be in the range of twenty percent (20%) to thirty-five percent (35%) per annum. Kiltearn makes investment decisions on when to cause Clients to sell a security solely based on its own investment criteria and does not take into account tax considerations. In other words, Kiltearn does not engage in “tax loss harvesting” strategies on behalf of Clients. Strategy Risks: There are several material risks associated with investing in publicly traded global equities. These include, but are not limited to, the following matters. Information on investment risks is disclosed in each US Fund’s Confidential Private Offering Memorandum and in IMAs for separate account clients.
Global Market Exposure. Kiltearn causes Clients to invest on a global basis in both developed and emerging market securities and currencies. In doing so, Clients are subject to: (i) currency exchange-rate risk; (ii) the possible imposition 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, stock exchange or financial supervision and regulation; (iv) financial, economic and political risks, including inflation, expropriation, trade disputes, currency exchange control and potential restrictions on foreign investment and repatriation of capital; and (v) global market turmoil (including, for the avoidance of doubt, market turmoil caused by extraordinary events outside the control of Kiltearn, including acts of God (e.g., fire, flood, earthquake, storm, hurricane or other natural disaster), acts of war (e.g., war, invasion, acts of foreign enemies, hostilities, insurrection, or terrorist activities, whether war is declared or not) and global health events, such as epidemics, pandemics and disease, and their related social and economic impacts). The aforementioned crisis-related conditions may impair certain aspects of the business and operations of Clients and/or Kiltearn. Furthermore, delays may occur in the execution of Spot Foreign Currency Contracts if, for example, the underlying security transaction is not matched, underlying market or matching procedures are not completed or if settlement has not taken place before relevant cut-off times established by a custodian, a sub custodian, counterparty or market participant. This could lead to additional foreign exchange exposure and losses to Clients. For example, international trade tensions may give rise to concerns about economic and geopolitical stability and have had and likely will continue to have an adverse impact on global economic conditions. Trade disputes between the United States and other countries may be an ongoing source of instability, potentially resulting in significant currency fluctuations, or have other adverse effects on international markets, international trade agreements, or other existing
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cross-border cooperation arrangements. Tariffs, trade restrictions, economic sanctions, export controls, or retaliatory measures, or the threat or potential of one or more such events and developments, may result in material adverse effects on the global economy and Clients. Such events could adversely impact issuers, markets and economies over the short- and long-term, including in ways that cannot necessarily be foreseen. Furthermore, global health crises (such as COVID-19, avian influenza or H1N1/09), may also adversely impact the performance of Clients’ portfolios. Such events may result in, among other things, closing borders, exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. Such crises have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on the world economies and markets generally. Clients could be negatively impacted if the value of a portfolio holding were harmed by such conditions or events. Holders of equity securities, particularly those listed in developing markets, are subject to risks, including: (i) potential periods of illiquidity; (ii) increased price volatility; (iii) volatility of exchanges in the case of securities with small market capitalization; (iv) evolving clearance and settlement procedures; and (v) potential restrictions on foreign investment, security transfers and the repatriation of investment income and capital. Currencies may experience significant declines against the U.S. Dollar either because of market pressures or government devaluation. Trading may be subject to governmental or significant administrative restrictions or only tradable with certain approved counterparties. In the case of the US Funds, approved counterparties are typically sub custodians appointed by Northern Trust. These factors may result in higher spreads being paid when the currencies are traded.
Emerging Markets Risks. Although Kiltearn will cause Clients to invest primarily in established markets, Kiltearn may invest a portion of Clients’ assets in emerging market securities and currencies. Holders of emerging market securities are subject to additional risks, including potential periods of illiquidity, increased price volatility, the volatility of emerging market exchanges due to smaller market capitalization, evolving clearance and settlement procedures, potential restrictions on foreign investment, security transfer and the repatriation of investment income and capital. The currencies in which emerging market securities are issued may experience significant declines against the U.S. Dollar either because of market pressures or government devaluation. Trading in emerging market currencies may be subject to governmental or significant administrative restrictions or only tradable with certain approved counterparties. Approved counterparties are typically sub custodians appointed by custodian. In the case of the US Funds, these are the sub custodians appointed by Northern Trust. These factors may result in higher spreads being paid when the currencies associated with emerging market securities are traded. Inflation in emerging markets has historically been in excess of inflation in more established countries, increasing negative pressures on emerging market economies and markets. Emerging market countries also may have relatively unstable governments, weaker economies, and less‐ developed legal systems with fewer security holder rights. Further, disclosure and reporting requirements may not meet the expected level of most developed western nations. For example, emerging market countries may have different regulatory, accounting, auditing, and financial reporting and record keeping standards and may have material limitations on PCAOB (the Public Company Accounting Oversight Board) inspection, investigation, and enforcement. As such, the quality, reliability, and availability of information on companies may be lower than in more developed markets.
Depository Receipts. Kiltearn may cause Clients to invest in depository receipts if issues of these depository receipts are available that are consistent with Kiltearn’s investment objective. Depository receipts generally evidence an ownership interest in a corresponding foreign security on deposit with a financial institution. Transactions in depository receipts usually do not settle in
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the same currency in which the underlying securities are denominated or traded. Generally, American Depository Receipts, in registered form, are designed for use in the U.S. securities markets and European Depository Receipts, in bearer form, are designed for use in European securities markets. Global Depository Receipts may be traded in any public or private securities markets and may represent securities held by institutions located anywhere in the world. Kiltearn may cause Clients to invest in depository receipts through “sponsored” or “unsponsored” facilities if issues of such depository receipts are available and are consistent with Kiltearn’s investment objective. A sponsored facility is established jointly by the issuer of the underlying security and a depository, whereas a depository may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depository receipts generally bear all the costs of such facilities and the depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities. In addition, local practices in foreign markets (such as a requirement to be physically present in order to vote, a need for foreign language translation of voting materials or complex share registration procedures) may make exercising voting rights more difficult for holders of depository receipts. Investments in non-U.S. issuers through depository receipts and similar instruments may involve certain risks not applicable to investing in U.S. issuers, including: (i) changes in currency rates; (ii) the application of local tax laws; (iii) changes in governmental administration or economic or monetary policy; (iv) changing circumstances in dealings between countries; or (v) the expropriation or nationalization of assets.
Sanctions Risk. Kiltearn recognises that, as its U.S.‑based Clients are organised under the laws of the United States, it must seek to manage such Clients’ portfolios in accordance with applicable U.S. trade sanction laws, regulations, rules and restrictions (collectively “Sanctions Laws and Regulations”). Kiltearn is consequently not permitted to cause U.S.-based Clients to invest in the securities of a non-U.S. issuer where: (i) the issuer is incorporated in a sanctioned country; (ii) the issuer has significant business operations or activities in a sanctioned country; (iii) the issuer has Specially Designated National (“SDN”) status, as designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); or, (iv) the issuer is fifty percent (50%) or more owned or otherwise controlled by one or more legal persons with SDN status, as designated by OFAC. Kiltearn has reasonable, risk-based compliance policies, procedures and processes in place designed to ensure it manages U.S.-based Clients’ portfolios in compliance with the Sanctions Laws and Regulations. As part of its sanction policies, procedures and processes, Kiltearn has subscribed to a third (3rd) party database that provides data on issuers that are currently subject to sanctions; however, there is no guarantee that this database will be accurate. Further, if an issuer becomes sanctioned after Kiltearn has caused a U.S.-based Client to purchase securities in the issuer, Kiltearn could be prohibited from selling or transacting in these securities for the U.S.-based Client’s portfolio. This could impact the liquidity of the U.S.-based Client’s portfolio.
Investment in Initial Public Offerings, Secondary Offerings and New Issues. To the extent permitted by law and each Client’s Investment Guidelines, Kiltearn may cause a Client to purchase the securities of issues during an initial public or secondary offering of securities as well as new issues. Issuers involved in initial public or secondary offerings of securities typically have short operating and trading histories and generally are less established. The prices of securities issued as part of initial public or secondary offerings traditionally have been quite volatile. Additionally, holders of securities issued as part of these types of security offerings can also be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders. Kiltearn also may be required to agree to
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certain transferability restrictions as a precondition for participating in these types of security offerings.
Spot Foreign Exchange Contracts. Kiltearn may cause Clients to engage in trading in the interbank Spot Foreign Exchange Contracts. Clients are subject to the risk of a principal’s failure or inability or refusal to perform with respect to such Spot Foreign Exchange Contracts. The bankruptcy or insolvency of a principal with which a Client contracted, or the failure, inability or refusal of such principal to perform, would likely result in a default, thereby depriving the Client of unrealized profits or forcing the Client to cover its commitments for resale, if any, at the then market price. If Kiltearn places trades for Clients through an agent, the insolvency or bankruptcy of such party could also subject Clients to the risk of loss. Northern Trust acts as the principal counterparty for each US Fund’s Spot Foreign Exchange Contracts. Kiltearn does not require Northern Trust to provide collateral to support unrealized gains related to each US Fund’s Spot Foreign Exchange Contracts. Therefore, the collection of amounts due to each US Fund is subject to the overall creditworthiness of Northern Trust and the default by or bankruptcy of Northern Trust could result in material losses to the contracting US Fund. In the event of an “extraordinary” event (or a dispute as to whether an event is “extraordinary”), volatility or irregularities in a given foreign exchange market, or for other factors, Northern Trust may be unable to (or choose not to) execute the contracting US Fund’s Spot Foreign Exchange Contracts. This could result in material losses to the relevant US Fund. Separate account clients name their own custodians and consequently Spot Foreign Exchange Contracts may be traded on their behalf in a materially different manner to those traded on behalf of the US Funds. As a result, the risks associated with those Spot Foreign Exchange Contracts may differ materially from those discussed above.
Convertible Securities. Subject to each Client’s Investment Guidelines, Clients may from time to time acquire convertible securities, including convertible bonds and convertible preferred stock, as part of a corporate action or other similar transaction. As Clients may receive convertible bonds, Clients could become subject to interest rate and credit risk. Interest rate risk is the risk that the value of Clients’ portfolios will decline because of rising market interest rates (bond prices move in the opposite direction of interest rates). The longer the average maturity of an interest rate sensitive security, the greater its interest rate risk in general. Credit risk is the risk that an issuer of a bond is unable or unwilling to meet its obligation to make interest and principal payments when due as a result of changing financial or market conditions. Generally, lower rated bonds provide higher current income but are considered to carry greater credit risk than higher rated bonds. Convertible preferred stocks may provide higher yields than the underlying equity securities, but generally offer lower yields than non-convertible securities of similar quality. The value of convertible preferred stocks fluctuates in relation to changes in interest rates like bonds, and, in addition, fluctuates in relation to the underlying equity securities.
Options. Subject to each Client’s Investment Guidelines, Kiltearn may from time to time acquire options for a Client as part of a corporate action or other similar transaction. Investing in options can provide a greater potential for profit or loss than an equivalent investment in the underlying asset. The value of an option may decline because of a decline in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the
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future price behavior of the underlying asset, or any combination thereof. In the case of the purchase of an option, the risk of loss of an investor’s entire investment in the option (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires.
Warrants. Subject to each Client’s Investment Guidelines, Kiltearn may from time to time acquire equity warrants for a Client as part of a corporate action or other similar transaction. Equity warrants are securities that give the holder the right, but not the obligation, to subscribe for newly created equity issues of the issuer or a related company at a fixed price either on a certain date or during a set period. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuer. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
Restricted Securities. Subject to each Client’s Investment Guidelines, Kiltearn may cause Clients to invest in private placements or securities subject to transfer restrictions under Rule 144A or Regulation S under the 1933 Act. Investing in such restricted securities may reduce the liquidity of a Client’s investments in the event that an adequate trading market does not exist for these securities. Limitations on the resale of restricted securities could adversely affect the marketability of the securities, and Kiltearn may be unable to sell the security from the Client’s portfolio at the desired time or price, if at all. The purchase price and subsequent valuation of restricted securities normally reflect a discount, which may be significant, from the market price of comparable unrestricted securities for which a liquid trading market exists. Transaction costs may be higher for restricted securities and such securities may be difficult to value and may have significant volatility.
Price Fluctuations. Prices of equity securities and other instruments are highly volatile and may respond to a number of factors that affect markets in general, as well as factors that affect particular 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: (i) the supply of money; (ii) inflation; (iii) weather and climatic conditions; (iv) changing supply and demand relationships; (v) governmental activities and regulations; (vi) political and economic events; and (vii) the prevailing psychological characteristics of the marketplace. These same factors also can affect the securities markets adversely. Prices of equity securities also may be affected by: (i) individual company earnings; (ii) product developments; (iii) environmental conditions and events (such as, energy transition, greenhouse gas emissions, energy and resource usage and water and waste management); (iv) social conditions or events (for example, employee welfare, product safety, supply chain oversight and relations with local communities); (v) governance conditions or events (for example, board structure and level of independence, executive remuneration, disclosure practices and shareholder rights); and (vi) and other factors that affect particular companies.
Position Limits. Market regulatory authorities may, from time to time, establish limits as to the maximum number of shares that a discretionary investment manager and its affiliated companies (such as Kiltearn and its various associated entities) may hold or control, on behalf of its Clients, in particular securities of an issuer without requiring the investment manager to make an offer to purchase all the outstanding shares of the issuer or obtaining a regulatory waiver to hold a larger position. The relevant tax authorities may also assess additional income, capital gain and withholding taxes in these situations. All commingled funds and separate accounts controlled by Kiltearn and its associated companies may be combined for these purposes. It is possible that trading decisions of Kiltearn and its associated entities may have to be modified such that a further
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position in a given issuer is not acquired or that positions held by a Client would have to be liquidated to avoid exceeding such limits or that such limits may, in fact, be exceeded. This may influence the overall return of Clients and Unitholders.
Illiquidity. Kiltearn may cause Clients to purchase investment instruments that later become illiquid or otherwise restricted. The decision to cause Clients to hold or liquidate such securities is at the sole discretion of Kiltearn. Where the liquidation of positions become necessary, Kiltearn might only be able to cause Clients to liquidate these positions at disadvantageous prices. For example, substantial redemptions from one of the US Funds could require Kiltearn to cause the US Fund in question to liquidate its positions more rapidly than otherwise desired in order to obtain the cash necessary to fund the redemptions. Illiquidity in certain markets could make it difficult for Kiltearn to liquidate positions on favorable terms, thereby resulting in losses or a decrease in the Net Asset Value of a Client’s portfolio. Although the vast majority of the securities that Kiltearn causes Clients to acquire are traded on public exchanges, each exchange typically has the right to suspend or limit trading in the securities which it lists. Such a suspension could render it difficult or impossible for Kiltearn to liquidate any or all of its Clients’ positions and would thereby expose Clients to losses. Clients’ portfolios therefore may be locked into an adverse price movement for several days or more which may result in immediate and substantial losses.
Transactions on Non-U.S. Exchanges. Kiltearn engages in trading for Clients on global markets. Transactions on non-U.S. exchanges are not regulated by U.S. governmental agencies. Some nonU.S. exchanges may be “principals’ markets” in which responsibility for performance is only that of the principal with whom a trader has entered into a transaction and not of an exchange or clearing corporation. In some cases, a broker with whom Kiltearn causes Clients to enter a transaction with may, in effect, take the opposite side of trades. Because some non-U.S. exchanges lack a clearinghouse system, market disruptions may be more likely to occur and, in extreme circumstances such as the failure of a broker or other counterparty, the settlement of security trades may be delayed or cancelled. To minimize the risk of broker or counterparty default and subsequent loss to Clients, Kiltearn will ordinarily arrange for security purchases and sales to be settled on a “delivery versus payment” basis.
Cash Balances. The U.S. Dollar cash balances for the US Funds are currently invested in the Government Select Portfolio, a money market fund sponsored by Northern Trust. The Government Select Portfolio primarily invests in securities issued by the U.S. Government, government agencies and government sponsored enterprises. Kiltearn may direct Northern Trust to hold the US Funds’ U.S. Dollar cash balances in other money market funds, deposit accounts or other vehicles in its sole discretion. The US Funds could incur losses if the net asset value of the Government Select Portfolio falls below US$1.00 or if redemptions from the Government Select Portfolio or such other money market funds, deposit accounts or other vehicles were restricted by Northern Trust. The US Funds’ non-U.S. Dollar cash balances are held in deposit accounts established by Northern Trust. These deposit accounts are subject to counterparty and credit risk (for example, if Northern Trust were to declare bankruptcy or otherwise default on its financial obligations). The US Funds could incur losses in the event of any such default or if the return of these deposits was restricted. Separate accounts clients name their own custodians and consequently the cash balance arrangements for their accounts, and the associated risks, may be materially different from those set out in the preceding paragraphs.
No Formal Diversification Policies. Although the allocation of Clients’ assets across different securities and markets is an integral part of Kiltearn’s overall portfolio risk management process,
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except as provided in the Investment Guidelines that may be maintained with respect to a given Client, Kiltearn has not adopted fixed guidelines for diversification of its Clients’ investments among issuers, countries, instruments or markets and may be heavily concentrated, at any time, in a limited number of positions. In attempting to maximize Clients’ returns, Kiltearn may concentrate the holdings of a Client in those countries, issuers, instruments or markets which, in the sole judgment of Kiltearn, provide the best profit opportunity in view of Kiltearn’s investment objective.
Credit Risk. Clients are subject to the risk that the brokers and counterparties with which, and the exchanges on which, Kiltearn executes transaction or carries positions on behalf of Clients, may default. The default by an exchange, clearinghouse or counterparty could result in material losses. Certain markets require all securities to be held in a central securities depository and, in certain cases, the depository may be owned by a foreign government or government body and not be supported by a national network of well capitalized financial institutions. The default of such government or depository, or the failure of such depository to maintain suitable and sufficient procedures to mitigate against theft or loss, could result in material losses to Clients. To minimize transaction and foreign exchange dealing costs, Kiltearn may request that a broker “warehouses” smaller security trades. In these situations, the executed trade remains the property of the broker until such time as the trade is allocated to a specific Client. If the broker or counterparty defaults or declares bankruptcy, the Client could suffer losses.
Investment Approach. There is no guarantee that the investment approach, techniques, or strategies utilized by Kiltearn on behalf of Clients will be successful or profitable. All investments made by Kiltearn for Clients risk the loss of capital. Furthermore, there can be no assurance that the specific trading strategies utilized by Kiltearn for Clients will produce profitable results. Unlike certain other types of funds, it is the intention that the US Funds will have only one (1) investment manager.
Currency Risk. Kiltearn may cause a Client to invest in assets that are denominated in a currency other than their base currency. Accordingly, the value of a Client’s investment may be affected favorably or unfavorably by fluctuations in the rates of the different currencies. As the currency exposure arising from the investment in assets denominated in a currency other than a Client’s base currency is not hedged, performance may be strongly influenced by movements in exchange rates because the currency positions held by a Client may not correspond with the securities positions held.
Eurozone Risks. One or more countries may abandon the Euro and withdraw from the European Union (“EU”). The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching. Whether or not Kiltearn causes Clients to invest in securities of issuers located in the EU or with significant exposure to EU issuers or countries or not, these events could negatively affect the value and liquidity of Clients’ investments. If the Euro is dissolved entirely, the legal and contractual consequences for holders of Euro-denominated obligations would be determined by laws in effect at such time. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of Clients’ investments. On January 31, 2020, the United Kingdom (“UK”) formally withdrew from the EU (such withdrawal being commonly referred to as “Brexit”) and entered an 11‐month transition period. The transition period concluded on December 31, 2020, and the UK left the EU single market and customs union under the terms of a new trade agreement. The agreement governs the new relationship between the UK and EU with respect to trading goods and services, but critical aspects of the relationship remain unresolved and subject to further negotiation and agreement. Certain
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aspects of Brexit have had an adverse impact on the region, leading to increased inflation, labor shortages and business closures, among others. The full scope and nature of the consequences of the exit are not at this time known and are unlikely to be known for a significant period of time. It is also unknown whether the UK’s exit will increase the likelihood of other countries also departing the EU. Any additional exits from the EU, or the possibility of such exits, may have a significant impact on the UK, Europe, and global economies, which may result in increased volatility and illiquidity, new legal and regulatory uncertainties and potentially lower economic growth for such economies that could potentially have an adverse effect on the value of Clients’ investments.
Investments in China. China is an emerging market, and as a result, investments in securities of companies organized and listed in China may be subject to liquidity constraints and significantly higher volatility, from time to time, than investments in securities of more developed markets. China may be subject to considerable government intervention and varying degrees of economic, political and social instability. These factors may result in, among other things, a greater risk of stock market, interest rate, and currency fluctuations, as well as inflation. Escalating economic and political tensions between the U.S. and China continue to produce trading restrictions that adversely affect institutional investment in China. The extent and duration of these conflicts and tensions are impossible to predict, and they could continue to result in significant market disruptions, including with respect to certain industries or sectors, such as the oil and natural gas markets, and may negatively affect global supply chains, inflation, and global growth. An increase in tariffs or trade restrictions, or even the threat of such developments, could lead to a significant reduction in international trade, which could have a negative impact on the economy of Asian countries and a commensurately negative impact on Clients’ portfolios. In addition, there may also be restrictions on investments in Chinese companies from time to time. For example, on November 12, 2020, the President of the United States signed an Executive Order (the “November 2020 Executive Order”) prohibiting U.S. persons from purchasing or investing in publicly traded securities of companies identified by the U.S. Government as “Communist Chinese military companies” or in instruments that are derivative of, or are designed to provide investment exposure to, those companies. Further, on August 9, 2023, the President of the United States signed an Executive Order (the “August 2023 Executive Order” and, together with the November 2020 Executive Order, the “Executive Orders”) directing the U.S. Department of the Treasury (the “Treasury”) to promulgate regulations requiring notification of, or restricting, investments in China in certain categories of national security technologies, including semiconductors and microelectronics, quantum information, and certain artificial intelligence technologies. On October 28, 2024, the Treasury released a final rule implementing the China-focused outbound investment program introduced by the August 2023 Executive Order. The universe of securities affected by the Executive Orders and any related rules can change from time to time. As a result of an increase in the number of investors looking to sell such securities, or because of an inability to participate in an investment that the Investment Manager otherwise believes is attractive, Clients may incur losses. Certain securities that are or become designated as prohibited securities may have less liquidity as a result of such designation and the market price of such prohibited securities may decline, potentially causing losses to Clients. In addition, the market for securities of other Chinese-based issuers may also be negatively impacted, resulting in reduced liquidity and price declines.
Market Disruptions Related to Armed Conflict. As a result of increasingly interconnected global economies and financial markets, armed conflict between countries or in a geographic region, for example the current conflicts between Russia and Ukraine in Europe and Hamas and Israel in the Middle East, has the potential to adversely impact the US Fund’s investments. Such conflicts, and other corresponding events, have had, and could continue to have, severe negative effects on regional and global economic and financial markets, including increased volatility,
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reduced liquidity, and overall uncertainty. The negative impacts may be particularly acute in certain sectors. The timing and duration of such conflicts, resulting sanctions, related events and other impacts cannot be predicted. The foregoing may result in a negative impact on Client performance and the value of an investment in one of the US Funds, even beyond any direct investment exposure Clients’ portfolios may have to issuers located in or with significant exposure to an impacted country or geographic region.
Item 9. Disciplinary information
There have been and are no material criminal, civil, regulatory, business, or administrative proceedings against Kiltearn or any of its employees, members, principals, affiliated entities or advisory affiliates. Kiltearn and its employees, members, principals, affiliated entities or advisory affiliates are not currently in litigation or arbitration and have not received any subpoenas. Neither Kiltearn nor any of its employees, members, principals, affiliated entities or advisory affiliates have ever been subject to any criminal proceeding. Kiltearn is required to submit stock exchange and related regulatory disclosures relating to its Clients’ security holdings and trading activity.
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The actual number of disclosures will be dependent on the relative concentration of the portfolio holdings and their market capitalisation. The required disclosures will typically be filed in each country in which Kiltearn invests its Clients’ assets. Moreover, such disclosures may be triggered at widely disparate levels, take different formats, are calculated based on varying voting entitlements or aggregation requirements and have different filing deadlines. Many of the disclosures must be made in languages other than English. Many regulatory bodies impose minimum fines for late filings, or for immaterial/non-substantive errors relating to such filings, regardless of intent. Kiltearn will, on occasion, make an error when calculating whether a disclosure is required or fail to submit a disclosure on a timely basis. This may trigger fines or penalties which Kiltearn will pay directly from its own assets and which are not passed on to its Clients or investors in its commingled funds. Kiltearn monitors its reporting obligations on a regular basis. In January 2021, Kiltearn paid the sum of CHF 10,000 plus procedural costs of CHF 1,000 to the Swiss Department of Finance as a part of settlement agreement. The settlement related to Kiltearn’s selfreported late disclosure of its Clients’ holding in a Swiss company falling below the three percent (3%) threshold. Kiltearn entered into the agreement to dispense with the need for a determination under the relevant legislation. In the view of the Swiss Department of Finance, the agreement remedied the late disclosure. Kiltearn has subsequently made amendments to its disclosure process to minimize the likelihood of a reoccurrence of the issue.
Item 10. Other financial industry activities and affiliations
Kiltearn and KP Ltd are not affiliated with any banks, broker dealers and/or custodians. Kiltearn is an independent limited liability partnership that is owned and controlled by its members. KP Ltd is owned and controlled by current Kiltearn employees, working members and their related parties as well as by SP Ltd. Kiltearn has one wholly owned subsidiary, KP Inc. KP Inc. provides marketing and client service support principally to North American based Unitholders in the US Funds, U.S. separate account clients and U.S. consultants. KP Inc. also acts as the registered agent for service of process for the US Funds. SP Ltd, though its holding in KP Ltd, is an indirect minority owner of Kiltearn.
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SP Ltd is entitled to receive dividends on a periodic basis from KP Ltd pursuant to the terms of KP Ltd.’s articles and memorandum of association. SP Ltd is a partner in Silchester, a U.K. based investment manager registered with the SEC as an investment adviser (SEC File Number: 801-49530).
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SP Ltd also maintains direct and indirect investments in a number of other regulated investment management firms. Kiltearn does not have any material business relationships with these firms and, as a result, has not described them in their regulatory filings. Further information on these other investment management firms is disclosed in Silchester’s ADV Part 1 and ADV Part 2. Silchester’s CRD Number is 110987. Alternatively, information is available from Silchester’s Head of Operations, Timothy Linehan (tlinehan@silchester.com). Raymond Cheung, Silchester’s Head of Administration and a SP Ltd Director, sits on the Supervisory Group of Kiltearn in the capacity of Non-Executive Member, which has limited influence in the day-today management of Kiltearn’s operations and business. SP Ltd and its shareholders are eligible to receive dividends from KP Ltd as the result of its equity holding in KP Ltd. Raymond Cheung sits on the Board of KP Ltd in the capacity of Non-Executive Director, with limited influence in the day-to-day management of KP Ltd.’s operations and business. Silchester employees and partners, SP Ltd and its shareholders and former employees and their related parties may from time to time invest assets in Kiltearn’s funds.
Kiltearn’s Organisation Chart KILTEARN STRUCTURE CHART Issued Share Capital: A Shares B Shares
Kiltearn Partners Murdoch Murchison KP employees and partners (inc. former)
B Shares % 56.52% 44.62%
424,150 435,373 859,523
Equity % # B Shares Voting Rights % 28.62% 246,086 50.91% 22.02% 189,287 39.19%
Alexander Wei Yip Fong Alexander Auld Anna Allan Bradley Gannon Hensler Colin Robert Armstrong Craig McColl Collins Craig Robert Watson Douglas George Robert McArthur Duncan Findlay Stewart Edward Gerard Clarke Helen Potter Franklin Iain McMillan
0.31% 0.01% 0.01% 0.12% 0.27% 8.85% 13.00% 0.38% 0.25% 13.05% 0.17% 0.02%
0.16% 0.00% 0.01% 0.06% 0.13% 4.37% 6.42% 0.19% 0.12% 6.44% 0.09% 0.01%
1,349 1,129 37,533 55,154 1,608 1,049 55,353
0.29% 0.01% 0.01% 0.11% 0.24% 7.77% 11.41% 0.33% 0.22% 11.46% 0.15% 0.02%
James Andrew Bailey Khaled Mohamed Laura Fong Robert Russell McGinty
0.03% 8.04% 0.02% 0.07%
0.02% 3.97% 0.01% 0.04%
34,110
0.03% 7.06% 0.02% 0.06%
Percentage Share Capital: A Shares B Shares
Kiltearn Limited Reg: SC391159 22 Charlotte Square Edinburgh, EH2 4DF Kiltearn Partners LLP Reg: SO303158 22 Charlotte Square, Edinburgh, EH2 4DF Kiltearn Partners LLP (FCA Ref: 540470) 100% Equity Ownership
49.35 50.65 100.00
Percentage Voting Rights: A Shares B Shares
9.90 90.10 100.00
Silchester Partners Limited
A Shares Equity % # A Shares Voting Rights % 100.00% 49.35% 424,150 9.90% (Stephen C Butt & Family own 58% of Silchester Partners Limited) Members of Kiltearn Partners LLP Supervisory Group Murdoch Ross Murchison Craig Robert Watson Edward Gerard Clarke Khaled Mohamed Robert Russell McGinty Douglas George Robert McArthur Raymond Cheung (as representative of Kiltearn Limited)
Kiltearn Partners, Inc. EIN: 45-2881212 733 Washington Road, Suite 209, Pittsburgh, Pennsylvania, 15228, USA
Partnership Representative: Kiltearn serves as the partnership representative for the US Funds. The US Funds are legally considered to be Delaware statutory trusts but are treated as partnerships for U.S. income tax purposes. KP Inc. serves as the agent for service of process for Kiltearn with respect to certain regulatory and tax filings. Privacy Considerations: Kiltearn is committed to protecting the confidentiality, integrity, and security of personal information provided by current and prospective Unitholders and separate account clients, in compliance with applicable data protection laws including UK General Data Protection Regulation (“GDPR”). Kiltearn collects personal information during the application process for Units, through ongoing communications and in connection with the provision of our services. This may include identification details, contact information and financial data necessary for regulatory and contractual purposes. All information is treated as confidential unless it is already publicly available. We process data only for legitimate business purposes and in accordance with applicable law. Kiltearn applies the same level of care to personal information from Unitholders and separate account clients as it does to its own confidential information.
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Kiltearn protects personal information provided by Unitholders and separate account clients in a number of ways. All of Kiltearn’s staff are subject to policies reasonably designed to protect Unitholder and separate account client confidentiality. Subject to applicable record retention requirements, Kiltearn takes reasonable measures to dispose of personal information to protect against unintended access and use. Kiltearn has adopted various procedures to implement its policy and reviews to monitor and ensure the policy is observed, implemented properly and amended or updated as appropriate. Kiltearn aims to ensure its systems are secure by applying password protections, firewalls, encryption technologies, and other mechanisms. These measures are considered suitable and sufficient based on the size and nature of its business. Physical and procedural safeguards have been established to guard Unitholder and separate account client information. Former staff are also prohibited from disclosing non-public personal information. We may share personal data with service providers who assist us in delivering our services, subject to confidentiality obligations. Where data is transferred outside the UK or EEA, we ensure appropriate safeguards. This helps to ensure that all Unitholders and separate account clients are given an appropriate level of service. Information concerning Unitholders and separate account clients may also be passed to regulatory authorities or law enforcement officials who have jurisdiction over Kiltearn, the commingled funds or the Custodial Trustee (or the Global Sub-Custodian as the case may be) or if reasonably required to prevent fraud and unauthorized transactions or as otherwise required by applicable law or regulations. On at least an annual basis, Kiltearn provides copies of its privacy policy to its commingled funds’ Unitholders and separate account clients. Unitholders and separate account clients may request a copy of Kiltearn’s current privacy policy at any time by contacting Kiltearn’s Client Services representative. A copy of Kiltearn’s GDPR personal data protection policy is available on the firm’s website (www.kiltearnpartners.com). Unitholders and separate account clients may request a copy of the current privacy policy or GDPR policy at any time by contacting Kiltearn’s Chief Compliance Officer. The Chief Compliance Officer’s contact details are shown on the opening page of this document.
Item 11. Code of ethics, participation in client transactions and personal trading
Kiltearn has adopted a Code of Ethics to effectuate the purposes and objectives of Rule 204A-1 of the Investment Advisors Act of 1940. The Code of Ethics sets forth Kiltearn's business conduct in its capacity as a fiduciary for its Clients and establishes standards of conduct for its supervised personnel. The Code of Ethics was developed with the view that Kiltearn is, and wishes to remain, closely aligned with the interests of its Clients and Unitholders. Among the topics covered in the Code of Ethics, the following are discussed: (i) prohibitions on insider trading; (ii) resolving conflicts of interest; (iii) personal securities transactions; and (iv) confidentiality of Client and Unitholder information.
Read the rest of Item 11 (452 more words)
Kiltearn will provide a copy of its Code of Ethics to any Client, Unitholder or prospective investor upon request and without charge. To obtain a copy of Kiltearn’s Code of Ethics, please contact Kiltearn’s Chief Compliance Officer. The Chief Compliance Officer’s contact details are shown on the opening page of this document. Participation or Interest in Client Transactions: Kiltearn established each of the US Funds and pays for the ongoing costs of operating these US Funds, including custody, fund administration, legal (excluding extraordinary legal costs), tax accounting, annual audit and reporting fees. Kiltearn derives Fees from each Unitholder based upon the Net Asset Value of each Unitholder’s Units in the US Funds. KP Inc. and its employees and their related parties are permitted to, and have, invested in the US Funds. Employees and members of Kiltearn as well as Kiltearn’s related parties have invested in the US Funds and the Irish Funds.
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Kiltearn employs no third (3rd) party marketers in respect of the US Funds. Kiltearn does retain a thirdparty introducer in respect of the Irish Funds. Kiltearn approves all marketing materials used by the third party. Any fund-specific material is distributed by Kiltearn directly. The introducer firm is used by a number of other reputable investment managers and Kiltearn checked its regulatory status at the outset of the contract and on a periodic basis. The introducer is compensated directly by Kiltearn. Personal Account Trading Policies: Under Kiltearn’s Code of Ethics, employees and members of Kiltearn and its subsidiaries are generally prohibited from trading in any publicly traded equity securities for their own accounts. Certain allowances are provided for the disposal of restricted shares and/or options purchased prior to joining the firm, received from prior employers or received through inheritance or gift. Further information is available in the Code of Ethics. Kiltearn’s procedures prohibit Kiltearn from favouring accounts in which it, its associated entities, or its/their employees, partners, principals, directors or members have a direct or indirect financial interest over the accounts of other Clients. Certain agents and other independent contractors (including individuals that may provide research to Kiltearn on a contractual basis) may be subject to differing restricted trading procedures. Employees and members of Kiltearn are generally prohibited from acting as the directors of any publicly traded companies that may form part of a Client’s portfolio. Determination of Type, Number and Timing of Transactions: Other than as specified by a US Fund’s Investment Guidelines or pursuant to the terms of a separate account IMA, Kiltearn has sole authority to determine, without obtaining consent from relevant Unitholders or the relevant separate account client, the specific securities and the quantity of those securities to be bought and sold for each Client’s portfolio.
Item 12. Brokerage practices
Brokerage Selection and Commission Issues: Kiltearn select brokers to execute security transactions on behalf of its Clients. Each Client has been classified as a professional client for the purposes of the rules of the UK FCA. All Clients have the shared investment objective of achieving long-term growth by investing in a diversified portfolio of publicly traded global equity securities. Kiltearn is not affiliated with any broker and does not execute security transactions on a proprietary basis. As permitted by applicable law and described in more detail below, Kiltearn may from time to time direct a Client to purchase or sell securities directly from or to another Client as cash flow trading. These transactions are also facilitated by brokers.
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Under FCA and SEC rules, Kiltearn is obligated to seek “best execution” on all security transactions. Following the introduction of updates to the FCA’s Handbook relating to MiFID II, which occurred on January 3, 2018, Kiltearn adheres to the UK FCA’s higher standard of care in relation to “best execution” on all security transactions for the benefit of Clients. Kiltearn takes all sufficient steps to obtain best execution for Client transactions and monitors execution quality through ongoing transaction cost analysis (“TCA”) and broker review. In order to fulfil its obligations, Kiltearn uses the broker selection process discussed below. Broker Relationships Kiltearn maintains relationships with a number of brokers and counterparties to execute its Clients’ transactions (each an “Approved Broker”). Kiltearn typically maintains relationships with two to six Approved Brokers. Kiltearn believes that maintaining a number of broker relationships in this range ensures that Kiltearn: (i) has a suitable choice of brokers when determining how best to meet its obligations of “best execution” in relation to Clients’ transactions; (ii) can build sustainable business
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relationships with the Approved Brokers, allowing the Approved Brokers to understand the requirements of and add value to the services they provide Kiltearn’s Clients; and (iii) can effectively monitor the performance of each Approved Broker, both in context of the overall relationship and on a transaction-by-transaction basis. Kiltearn initially selects and continuously monitors each Approved Broker based on factors that it believes assist Kiltearn in its endeavors to meet its obligations to Clients. In relation to each Approved Broker, these factors include, but may not be limited to: (i) commission rates; (ii) capacity in which the Approved Broker acts; (iii) market coverage; (iv) relative quality and operational efficiency; (v) market share; (vi) integrity and regulatory standing; (vii) creditworthiness; (viii) its error rate and corrective action; (ix) specialist knowledge; and (x) any issues that may detract from service quality. Please note that the factors in the prior sentence are not listed in an order that indicate their relative importance to Kiltearn in its broker selection process. Notwithstanding the fact that Kiltearn may terminate the relationship with an Approved Broker or replace an Approved Broker at any time (discussed below), Kiltearn will conduct a full review of its Approved Brokers against other options available in the market approximately every twenty-four (24) months. In the event that Kiltearn believes that there is a significant deterioration in the quality of service offered by an Approved Broker or market confidence in an Approved Broker or there is another issue with an Approved Broker of a similar nature and magnitude, Kiltearn will likely suspend the Approved Broker until it is satisfied suitable action has been taken to correct the issue at hand. Kiltearn may, in its sole discretion, terminate the relationship with an Approved Broker at any time. This will likely occur if Kiltearn believes that: (i) there is an issue with an Approved Broker that is so significant that it is not capable of being corrected; (ii) an issue with an Approved Broker has not been suitably corrected within a reasonable timeframe; (iii) an issue is one of a number of issues that has impacted the quality of services over an unacceptably short period of time; or (iv) Kiltearn is looking to replace an Approved Broker with another broker that it believes will better serve the interests of its Clients. As of July 31, 2026, Kiltearn maintains relationships with two (2) Approved Brokers. These two (2) Approved Brokers are Instinet Europe Limited and Morgan Stanley & Co. International PLC. Both Approved Brokers are UK resident, offer global coverage and are paid the same rates of commission (which vary dependent on the type of brokerage arrangement being used to execute a transaction on behalf of Kiltearn’s Clients). Selection of Approved Broker for a Transaction In selecting an Approved Broker for a transaction being executed on behalf of its Clients, Kiltearn seeks the best possible results for its Clients. Kiltearn believes that, in ordinary circumstances, the most important factor in achieving the best possible result for Clients is price. To determine the Approved Broker that Kiltearn believes is the most likely to obtain the best price in relation to a pending transaction, Kiltearn review price performance achieved on transactions in the securities in the same region and with similar market capitalisations as the security in question by its Approved Brokers. In determining the Approved Broker that is likely to obtain the best price, Kiltearn considers the Approved Brokers’ ability to minimise the spread sacrifice, while accessing as much liquidity as possible, and their ability to take advantage of opportunities in the relevant market. It is worth noting that along with price, Kiltearn will consider other factors that may impact the transaction and may, in some circumstances, believe they are of higher importance than price in achieving the best results for Clients. These factors include, but are not limited to: (i) the likelihood of execution; (ii) the timing of execution; (iii) the quality of execution services; (iv) the particular expertise of an Approved Broker with respect to the size or nature of the transaction; (v) the commission rates charged (as noted above,
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as at July 31, 2026, all the Approved Brokers receive the same rates of commission); (vi) the nature and character of the relevant markets on which the transaction will be executed; (vii) the Approved Broker's relevant execution experience and operational efficiency; and (viii) the cost impact of any market or similar charges that are not universally applied by its Approved Brokers. Following a review of the historic performance data, Kiltearn’s Dealer selects the relevant Approved Broker for pending transactions. The Dealer’s selections and the basis for those selections are, in turn, signed-off by Kiltearn’s Compliance Group. Trading Strategy and Brokerage Arrangements Kiltearn generally employs a patient trading strategy to achieve optimal results for Clients, taking into account that Kiltearn is a long-term value investment manager which aims to achieve Clients’ investment objectives by causing them to invest in a relatively concentrated portfolio of global securities. As a result, Kiltearn typically instructs the Approved Brokers to trade portfolio turnover transactions ‘over-the-day’. The Approved Brokers ordinarily rely on natural market order flow to facilitate these transactions; although the Approved Brokers may utilize electronic crossing networks for Kiltearn’s Clients’ transactions if and when appropriate. “Principal” Transactions, Dark Pools and Block Trades In certain circumstances Kiltearn believes the best possible results can be achieved for Clients by acting relatively quickly to take advantage of price movements it considers favorable or, in the case of less liquid securities, by sourcing liquidity via other means than an ‘over-the-day’ strategy, such as dark pools or trading blocks. Kiltearn may, for example, cause Clients to enter a transaction with an Approved Broker where the Approved Broker acts in the capacity of principal or riskless principal to trade larger blocks of securities and take positions “at risk”. Program Transactions Program transactions involve directing an Approved Broker to trade a large number of securities at a specific point in the day (for example, at market open or close) or over the course of part or all of the trading day. Program transactions are typically used to facilitate subscriptions into and redemptions from the commingled funds, inflows into and outflows from client’s separate accounts and rebalance Clients’ portfolios while minimizing liquidity risk to the Client(s) in question. Transition Account Transactions Where an investor or prospective investor contributes to one of Kiltearn’s US-based commingled funds via a subscription transition account, securities are purchased for the subscription transition account that are consistent with the relevant fund’s investment objective and that substantially replicate the weighting of the same securities held by the relevant fund, to the extent practicable. Kiltearn balances the need to replicate the portfolio promptly with the need to minimise market impact costs. To achieve this, Kiltearn selects one or more of its Approved Brokers, based ordinarily on evidence of their prior performance in the trading strategy being executed. Where an investor redeems from one of Kiltearn’s US-based commingled funds via a withdrawal transition account, the investments transferred to the account represent a substantially pro rata portion of the investments held by the relevant fund, to the extent practicable. Kiltearn then liquidates the securities, cash and other assets in the relevant withdrawal transition account are then liquidated into cash and the final proceeds wired to the redeeming investor as soon as reasonably practicable. In liquidating the securities, Kiltearn looks to balance the need to do so in a prompt manner, to the extent practicable, against the need to ensure the market impact costs associated with disposing the securities are not unduly high.
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Cross Transactions and Opposing Blind Market Trades Subject to ERISA or other applicable laws, to reduce transaction costs, rebalance Clients’ investment portfolios or for other reasons, Kiltearn may cause a Client account to enter into cross transactions directly with other Client accounts for which Kiltearn also acts as a discretionary investment manager. Kiltearn may also cause Clients trading in opposing directions to be in the open market at the same time. These situations usually occur where inflows into or outflows from one Client coincide with either opposing flows for other Clients or portfolio turnover trades in the opposite direction. In these circumstances, Kiltearn will use commercially reasonable efforts to mitigate potential conflicts of interest by causing such transaction to ordinarily occur at the then prevailing market price of the applicable securities and by considering the interests of both Clients that are parties to the transaction. Kiltearn will use Approved Brokers to facilitate these transactions. Kiltearn will provide a commingled fund investor with a summary of crossing activities (if any) on a quarterly basis on written request. Monitoring the Approved Brokers’ Adherence to Kiltearn’s Instructions Kiltearn’s individual trade instructions to Approved Brokers are captured in the S&P Global’s TCA provider’s database. This allows Kiltearn to periodically review the trading strategy employed by the Approved Brokers to confirm they both understood and acted in accordance with Kiltearn’s trade instructions. Monitoring Active Orders Kiltearn reviews it selection of Approved Brokers for all active orders regularly. If, at the time of a review, an Approved Broker’s performance achieved on a transaction to date is determined by Kiltearn not to be sufficient, relative to their peers, Kiltearn will replace the Approved Broker with an Approved Broker which Kiltearn determines is the most likely to achieve the best possible result for its Clients in relation to the transaction. No Commission Recapture or Directed Brokerage Arrangements Kiltearn does not participate in commission recapture or directed brokerage arrangements and investors in the commingled funds and separate account clients are not permitted to direct Kiltearn to use or allocate commissions from any broker. Kiltearn does not share, directly or indirectly, in any of the revenues generated by its Clients’ brokerage or over-the-counter transactions. Commissions As noted above, Kiltearn’s Approved Brokers all receive the same rates of commission; however, the rates of commission will vary dependent on the type of brokerage arrangement being used to execute a transaction on behalf of Kiltearn’s Clients. Rates of commission may also reflect different commission schedules in effect in different global markets. Commission rates generally are subject to periodic reappraisal and are subject to careful monitoring and renegotiation to ensure that they are competitive. Monitoring Approved Brokers’ Daily Performance Kiltearn continuously monitors Approved Brokers to ensure their performance aligns with the best execution obligations. Kiltearn receives TCA on a daily basis. The TCA includes a number of performance metrics for all securities traded during the relevant trading day. The TCA is reviewed by Kiltearn’s Dealer and signed-off by Kiltearn’s Compliance Group. Where Kiltearn believed that the price achieved by an Approved Broker in relation to a transaction or number of transactions is outside an acceptable level of tolerance, the issue is raised with the Approved Broker. In turn, the Approved Broker will be required to provide a satisfactory explanation for the divergence from tolerance and where no explanation that Kiltearn deems satisfactory is offered, it may be required to take corrective action in relation to the transaction(s) in question. As noted above, in the event that Kiltearn deems
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that the issue is of a significant magnitude, Kiltearn will likely suspend the Approved Broker until it is satisfied suitable action has been taken to correct the issue at hand. Long-term Monitoring of Approved Brokers In addition to the TCA received on a daily basis, Kiltearn also reviews trade performance data covering extended periods of time. Using trade performance data covering extended periods of time enables Kiltearn to examine whether there are any trends in long-term performance that have been masked when looking at performance at a short-term, granular level. The following periodic long-term analysis occurs: (i) monthly analysis of all completed transactions in the prior month against benchmarks Kiltearn believes are appropriate to establish whether the price achieved by the Approved Broker in relation to a transaction was within an acceptable level of tolerance; (ii) analysis of year-to-date Approved Broker transaction issues to establish whether there have been any trends; (iii) analysis of year-to-date Approved Broker usage; (iv) analysis of a quarterly report which examines the Approved Brokers’ performances and volatility of their performance against the benchmarks Kiltearn believes are appropriate to establish if there are any concerns with the performance of any of the Approved Brokers; and (v) quarterly venue analysis to establish if, over an extended period, there are any trends Kiltearn deems concerning with any of the venues used by the Approved Brokers. As noted above, if Kiltearn deems that an issue of a significant magnitude has been identified as part of any analysis listed above, Kiltearn will raise the issue with the relevant Approved Broker and may, where it deems appropriate, suspend the Approved Broker, terminate the relationship with the Approved Broker or replace the Approved Broker, in its sole discretion. No Soft Dollars Kiltearn no longer causes Clients to pay soft dollar commissions and Kiltearn does not receive “soft dollar” benefits from Approved Brokers. The services that were previously received in exchange for “soft dollar” commissions, third (3rd) party research and research-related services, are paid for by Kiltearn out of its own financial resources. Reporting The FCA requires all investment managers to provide clients with detailed information on the sources and uses of client commissions. This report is provided to investors in Kiltearn’s commingled funds on a quarterly basis and includes the year-to-date value and proportion of commissions used to pay for the execution of security transactions across all Kiltearn’s Clients’ portfolios. Kiltearn provides separate account clients with commission reports relating to their own accounts as frequently as has been agreed by Kiltearn and the separate account clients. Commission rates will vary from year-toyear depending on investment activity. Trading Spot Foreign Exchange Contracts:
Kiltearn executes securities and, other assets trades for Clients on global stock exchanges, in line with each Client’s investment guidelines. These trades create settlement obligations in foreign currencies. Clients also receive interest and dividend income in foreign currencies. For non-restricted currencies, Kiltearn has asked Northern Trust to convert interest and/or dividend income into the Client’s default currency holdings (USD as of July 31, 2026) at agreed upon times. Northern Trust receives an agreed fee, applied as a spread, on these spot foreign currency transactions in return for providing this service.
Other Spot Foreign Exchange Contracts, which are normally as a result of equity trading, are executed on behalf of the Clients: (i) for certain highly liquid non-restricted currencies, based on a trading algorithm developed by Northern Trust, which looks at the spot rates offered by a panel consisting of some of the largest foreign exchange dealers, exchanges and liquidity providers in the world, to obtain rates at which to execute, subject to depth of liquidity, validity of quotes and anti-gaming constraints,
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Spot Foreign Exchange Contracts on a “best bid, best offer” basis; (ii) for non-restricted currencies in certain circumstances, through direct negotiations between Kiltearn and Northern Trust’s foreign exchange desk; and (iii) for restricted currencies and non-restricted currencies, in certain circumstances, by Northern Trust pursuant to standing instructions. The Foreign Exchange Panel and Trading Algorithm Kiltearn trades foreign exchange for certain highly liquid, non-restricted currencies electronically based on an algorithm developed by Northern Trust. Under the agreement between Kiltearn and Northern Trust, once Northern Trust’s web trade services portal confirms an equity transaction for the Funds or any participating separate accounts, Northern Trust’s investment operations team will place a foreign exchange order with its dealing desk on behalf of those accounts. If notification is received before the relevant fixing point and no ‘force majeure’ event occurs, Northern Trust uses its algorithm to execute the transaction at the best available bid and offer, considering liquidity, quote validity and anti-gaming safeguards. Broadly speaking, the algorithm looks at the spot rates offered by a panel consisting of some of the largest foreign exchange dealers, exchanges and liquidity providers in the world. Although Northern Trust operates as a matched principal, Kiltearn seeks to replicate the agency-like relationship established with certain equity brokers. Kiltearn expects that the counterparties included in the foreign exchange trading panel will normally account for at least fifty percent (50%) of the estimated average global daily volume of foreign exchange traded against various currency pairs. Kiltearn expects that the spread of counterparties will support competitive pricing and the creation of a transparent foreign exchange market in which Kiltearn will operate. Northern Trust remains the legal counterparty for all Fund transactions and Northern Trust bears the financial risk of settlement if one of the members of the panel fails to meet their obligations. Kiltearn receives TCA reporting for each of these spot foreign currency transactions. The TCA reporting assists Kiltearn in monitoring the performance of the algorithm and also the quality of quotes received from the panel’s participants. Northern Trust receives an agreed fee, applied as a spread, from Clients in exchange for Northern Trust developing, maintaining, monitoring and enhancing the foreign exchange algorithm, operating the foreign exchange panel, providing balance sheet support to the Funds and participating separate client accounts’ foreign exchange trading and bearing the counterparty risks of trading with panel participants. Northern Trust will not charge any additional mark-up or administrative fees to the Funds or Kiltearn’s participating separate client accounts for foreign exchange transactions executed using its trading algorithm. Direct Negotiations Other Spot Foreign Exchange Contracts for non-restricted currencies, including for foreign currencies that are insufficiently liquid to be executed via the foreign exchange trading algorithm, may be executed through direct negotiations between Kiltearn and Northern Trust’s foreign exchange desk. Northern Trust acts in a principal capacity for these transactions and may profit from them. Kiltearn has asked the Northern Trust to demonstrate that these transactions have been executed at rates that are substantially similar to those quoted by other counterparties at the time of execution. Restricted Currencies Restrictions exist in some countries that prohibit foreign exchange trading outside of exchange trading hours. In these markets, Northern Trust will trade foreign exchange for the US Funds directly during market hours with their local counterparties. Additionally, some markets impose “pre-funding” requirements on all foreign exchange transactions. This means that each US Fund must hold sufficient
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local currency before buying an underlying equity security. Prior to distributing a “buy order”, Kiltearn will ask Northern Trust to execute a foreign exchange for each US Fund during the next market trading session pursuant to standing instructions. In both cases, Northern Trust notifies Kiltearn of the rate that has been obtained, the time of the trade(s) and certain market data. Northern Trust receives a spread from each US Fund in exchange for Northern Trust facilitating these transactions. Northern Trust has agreed not to charge any other mark up or administrative charge to the US Funds with respect to these foreign exchange transactions. Separate account clients name their own custodians and consequently Spot Foreign Exchange Contracts may be traded on their behalf in a materially different manner to those traded on behalf of Clients. Delays Delays may arise if underlying security trades are unmatched, market procedures are incomplete, or settlement deadlines set by Northern Trust, sub-custodians, or counterparties are missed. This could lead to additional foreign exchange exposure and losses for a Client. Allocation of Investment Opportunities: Kiltearn endeavours to act in a manner that it considers fair, reasonable and equitable in allocating investment opportunities among its Clients. Subject to ERISA and other applicable laws, as well as any limitations in the Client’s governing documents or investment management agreement, Kiltearn may facilitate cross transactions between Clients. This may occur to reduce transaction costs, rebalance portfolios or for other valid reasons. Kiltearn may also cause Clients trading in opposite directions to be active in the market simultaneously. This typically occurs when inflows or outflows for one Client coincide with opposing flows or portfolio turnover trades for other Clients. In these circumstances, Kiltearn mitigates potential conflicts by ensuring transactions occur at the prevailing market price while considering all Clients’ interests. Kiltearn will use approved brokers to facilitate these transactions. When Kiltearn determines that it would be appropriate for more than one Client to participate in an investment opportunity (ordinarily, the opportunity to invest in publicly listed securities of an issuer or similar instrument up to a particular weighting in the respective Clients’ portfolios), Kiltearn seeks to execute orders for all of the participating Clients on an equitable basis. When multiple Clients participate in the same investment opportunity, Kiltearn may place combined orders. If orders are filled at different prices, Kiltearn will average the prices paid. Similarly, if there is an order on behalf of more than one Client to participate in the same investment opportunity and the order cannot be fully executed under prevailing market conditions, Kiltearn may allocate the instruments traded among the different participating Clients on a basis that Kiltearn considers equitable. This is normally achieved by pro-rating actual trade executions among participating Clients in accordance with the total number of shares outstanding on each participating Client’s respective orders and rounding such executions to reflect minimum trading sizes. Where Kiltearn elects to participate in initial public offerings, governmental privatizations or other similar events, all allocations are done on a strict pro rata basis taking into account minimum trading sizes and other regulatory restrictions. Situations may arise where a Client is disadvantaged due to investment activities undertaken for other Clients. Kiltearn anticipates that the substantial majority of its trade executions will be allocated between participating Clients in a pro-rata manner. In circumstances where Kiltearn determines that this pro rata allocation methodology may not be in a participating Client’s best interest, Kiltearn may, in its reasonable discretion, make an adjustment to the pro-rata allocation. This may occur when a participating Client has insufficient cash on hand to settle an allocated order or satisfy certain future commitments. This may also occur if a participating Client will be overdrawn because of accepting a
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commitment to purchase the allocated securities. In these situations, Kiltearn will use its reasonable judgment to determine whether a participating Client should receive no allocation or a smaller allocation of shares resulting from a given execution. In other situations, a larger allocation of shares may be made to a participating Client if, for example, an additional allocation is required to clear a participating Client’s negative cash balances or to raise funds to satisfy a participating Client’s future commitments.
Item 13. Review of accounts
Reviews and Reviewers: All investments made on behalf of Clients are kept under daily review both for price and changes in fundamentals affecting the securities. All portfolios are reviewed weekly. The principal reviewers are Murdoch Murchison, Craig Watson, Khaled Mohamed, Helen Franklin, Colin Armstrong and Alexander Auld. All reviewers are equally responsible for ensuring that Clients’ portfolios are maintained in line with Kiltearn’s policies and are equally responsible for all Clients’ portfolios. Frequency of Regular Reports to Clients: Investors in Transition Accounts and security holding accounts generally receive a monthly valuation for their portfolios.
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Each US Fund’s administrator provides each Unitholder in the US Fund with a monthly valuation report showing the market value of its Units and selected performance data. This report is ordinarily provided on or before the third (3rd) Business Day of each calendar month. Unitholders are also provided a copy of the audited financial statements for the US Fund they are invested in on an annual basis. On a monthly basis, Kiltearn provides a written review directly that may describe the economic and financial background, the strategy adopted, the results achieved and Kiltearn’s outlook for the future, together with certain analytical information describing holdings, amongst other items. Separate account clients receive the reports specified in their IMAs.
Item 14. Client referrals and other compensation
Client and Unitholder Referrals and Other Compensation
Kiltearn does not receive any compensation or other economic benefit from any persons or firms for providing investment management services beyond the investment management fee described above. Kiltearn may instruct and remunerate third parties for business introductions with respect to investments in its Irish Funds. Kiltearn does not reimburse or remunerate third parties for business introductions to its US Funds.
Item 15. Custody
Northern Trust acts as the custodial trustee for the US Funds and the global sub-custodian for the Irish Funds. Northern Trust also acts as the fund administrator for the US Funds. Unlike most privately offered collective investment funds, which generally are organised as limited partnerships or limited liability companies, the US Funds are organised as Delaware statutory trusts. This type of fund calls for a specific custodial trustee and Delaware trustee to be appointed. With respect to the US Funds, Northern Trust has been appointed as custodial trustee and an indirect wholly owned subsidiary of Northern Trust has been appointed as Delaware trustee.
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The Irish Funds are legally structured as Irish unit trusts and are regulated as UCITS (Undertaking for Collective Investment in Transferable Securities). Kiltearn does not act as custodian for or hold any Client’s securities, cash or other assets. Northern Trust is solely responsible for the custody and safekeeping of the US Funds’ securities, cash or other
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assets, performs certain administrative functions for the US Funds at the direction of Kiltearn in accordance with each US Fund’s governing documents and provides certain recordkeeping and accounting services to the US Funds, including the calculation of the Net Asset Value of the US Funds and its Units on a monthly (or more frequent) basis and the provision of monthly valuation reports directly to Unitholders. Kiltearn pays Northern Trust’s fees related to these services. As noted above, Northern Trust acts as the principal counterparty to the US Funds’ Spot Foreign Exchange Contracts and provides certain foreign exchange calculation and trade services in accordance with various agreements with Kiltearn. Valuation of the US Funds: Northern Trust acts as the custodial trustee for the US Funds. It also acts as the fund administrator for the US Funds. In its capacity as fund administrator, Northern Trust is responsible for independently valuing each US Fund’s assets, with Kiltearn’s role limited to review and challenge in accordance with Northern Trust’s established procedures. Equity securities are valued using the closing price reported by their primary stock exchange and translated into USD using exchange rates provided by WM/Reuters. These are the same prices and exchange rates used by major market indices such as MSCI for valuing (among others) the MSCI ACWI (All Countries World Index) Index. Dividend and withholding tax accruals are valued at fair market value. Northern Trust determines the Net Asset Value (as defined below) of the US Funds and calculates the Net Asset Value of each unit in U.S. Dollars, as of the last business day of each month. Kiltearn may require Northern Trust to value the US Funds more frequently. For these purposes, the “Net Asset Value” of a US Fund equals the aggregate value of the assets of the US Fund, less its accrued liabilities (irrespective of whether such liabilities may in fact ever be paid), determined by Northern Trust in good faith accordance with the US Fund’s valuation rules and such other procedures as Northern Trust may establish from time to time with Kiltearn’s consent. The Net Asset Value of a US Fund is determined under the accrual method of accounting in accordance with U.S. GAAP. The Net Asset Value of any Units held by a Unitholder as of a valuation date are equal to the Net Asset Value of the US Fund as of such a given date multiplied by the number of Units held by such Unitholder, divided by the total number of Units as of the valuation date. Northern Trust is required to independently assign valuations to portfolio investments for the purposes of determining the Net Asset Value of the US Funds and the Net Asset Value of each Unit. Such valuations will be determined in accordance with each US Fund’s governing documents. Listed securities are valued at their closing price, as reported by the primary exchange and distributed through recognized market data vendors. If no sale has been reported for that day or if the exchange or market herein designated for the valuation of any given asset was not open on that day, the last published sale price or the last recorded bid price, whichever is more recent, shall be used, unless in the opinion of the value obtained does not fairly indicate the actual market value, in which case Northern Trust may rely on a value obtained from a reputable broker or investment banker as of the valuation date. Other valuation methods may also be used as provided under each US Fund’s governing documents. Securities traded only in the over-the-counter market are valued at the mid-point between the closing representative bid and ask prices as reported by such securities’ reporting system. Other over-thecounter securities are valued at the mid-point between the last current bid and ask prices determined in accordance with quotations obtained from a reputable broker or investment banker as of the
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valuation date. Notwithstanding the foregoing, Northern Trust may also use any valuation method that is generally accepted for collective investment vehicles or permitted by the SEC’s Codification of Financial Reporting Policies. For the purposes of determining the value of the US Funds’ securities, Northern Trust may rely upon reports printed in any newspaper of general circulation or in any other newspaper Northern Trust deems appropriate, or in any financial periodical or industry-recognized quotation service, or in the records of any securities exchange, as sufficient evidence of sale, bid and asked prices, and over-thecounter quotations. If a security cannot be valued using the standard methods, Northern Trust uses the best available data, such as employees of Northern Trust, brokers, dealers, qualified appraisers (including Kiltearn) or comparable market values. If, on the date as of which any valuation is being made, the exchange or market herein designated for the valuation of any given asset is not open for business, the valuation of such asset is determined as of the last preceding date on which such exchange or market was open for business. Notwithstanding the foregoing, if the securities to be valued constitute a block that, in the judgment of Kiltearn, could not be liquidated in a reasonable time without depressing or inflating the market, or restrictions upon marketability exist with respect to such securities, such that they are only available to foreign investors at a premium, Kiltearn may direct Northern Trust to assign securities a different value than that calculated above; provided that such block shall not be valued at a unit value in excess of the quoted market price of such securities. The foregoing valuations also may be modified by Kiltearn, with the consent of Northern Trust, if and to the extent Kiltearn determines that the modifications are advisable to reflect other factors affecting the value of assets (see details of the ‘challenge procedure’ below). Kiltearn’s Valuation Committee As noted above, in its capacity as fund administrator, Northern Trust is responsible for independently valuing each US Fund’s assets. However, Kiltearn has an internal Valuation Committee. The members of the Valuation Committee are the Portfolio Manager responsible for portfolio implementation, the Head of Investment Administration, the Head of Dealing and the Chief Compliance Officer. If a Valuation Committee member is unavailable, an appropriately experienced individual from the relevant area of the business area will serve in their place. The Valuation Committee reviews and approves each security’s price and the source of each security’s price as each US Fund valuation point. In circumstances where a security’s price is not readily obtainable or where the Valuation Committee otherwise deems it appropriate, the Valuation Committee shall convene for a meeting. The Valuation Committee shall keep minutes of discussions and decisions made at the meeting. Where determining its valuation for a security, where the security’s price is not readily obtainable, the Valuation Committee exercises judgment, with decisions made by majority vote and documented through formal meeting minutes. Each member of the Valuation Committee’s vote is equally weighted. In the event that a majority decision cannot be reached, the Chief Compliance Officer’s decision shall be determinative. In the event that the price for security determined to be appropriate by the Valuation Committee does not correspond with the price used by Northern Trust, Kiltearn shall follow the ‘challenge procedure’ described below.
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‘Challenge Procedure’ Kiltearn reviews valuations provided by Northern Trust and may challenge such valuations only in accordance with Northern Trust’s established pricing challenge procedures. If Kiltearn’s Valuation Committee believes that Northern Trust has mis-valued a given security, Northern Trust requires Kiltearn to follow an established pricing “challenge procedure” before permitting a modification to the relevant valuation. Under this challenge procedure, Kiltearn must provide evidence in writing of the discrepancy and support for its market price and/or exchange rate. Northern Trust will consider the challenge over the subsequent twenty-four (24) hour period and compare the proposed price and/or exchange rate to other independent pricing sources and its own internal valuations. If Northern Trust determines that the proposed price and/or exchange rate is more appropriate than the original price or exchange rate, Northern Trust will change the market price/exchange rate used in the valuation of each US Fund’s Net Asset Value. If the proposed price and/or exchange rate are not determined to be more appropriate than the original price or exchange rate, the original market price and/or exchange rate used in the valuation will stand, unless Kiltearn formally directs Northern Trust to use a different price or exchange rate. Kiltearn will notify Unitholders within ten (10) Business Days of any such overrides or directions. Net Asset Value determinations reflect the deduction of all accrued debt and liabilities of a US Fund, as the case may be, including any contingencies for which reserves are determined to be required by Kiltearn, in its sole discretion. Prospective investors and Unitholders should be aware that situations involving uncertainties as to the valuation of portfolio positions could have an adverse effect on a US Fund’s Net Asset Value if Northern Trust or Kiltearn’s judgments regarding appropriate valuations should prove incorrect. Northern Trust may request that Kiltearn certifies the value of any securities or other property held in a US Fund. Any such certification shall be regarded as a direction regarding such valuation and shall be conclusive with respect to the valuation of the assets involved. When approved, Northern Trust is responsible for preparing Unitholders’ monthly valuation reports. As with the US Funds’ valuations, Kiltearn reviews and approves the reports prior to the reports being provided to Unitholders. Once approved, the reports are provided directly by Northern Trust to Unitholders. Kiltearn does not have any opportunity to ‘alter’ or ‘adjust’ Unitholders’ valuations. Separate accounts clients generally name their own custodians. Their custodians may use a different method of valuation. Litigation against Portfolio Companies Northern Trust monitors and gives Kiltearn notice of class and group action claims in which Kiltearn’s US Funds may be entitled to participate. Where Kiltearn believes that it is in the best interests of the US Funds, Kiltearn will work with Northern Trust to cause the US Funds to join such actions. Kiltearn will pursue claims on behalf of a separate account client if: (i) Kiltearn is explicitly required to pursue such claims under the client’s IMA; and (ii) Kiltearn believes pursuing such claims is in the separate account client’s best interest. Kiltearn would not ordinarily expect to take the lead in an action by directly engaging counsel to pursue a class or group action claim on behalf of its Clients. Kiltearn will consider a variety of factors when determining whether it is in the best interests of Clients to pursue claims on their behalf. These include, but are not limited to: (i) the strength of the claim; (ii)
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the viability of the proposed action for the funding party; (iii) the likelihood of the proposed action succeeding; (iv) whether securities in the issuer are currently held in the portfolios managed by Kiltearn on behalf of Clients; (v) if securities in the issuers are still held in the portfolios managed by Kiltearn on behalf of Clients, the possible impact on the defendant issuer – for example, the potential distraction to management; (vi) the identity, experience and financial stability of the party funding the proposed action; (vii) the identity and experience of counsel being retained by the party funding the proposed action; (viii) the level of adverse costs risk in the jurisdiction where the action is being brought; (ix) if a funder’s indemnity is being provided, the identity and financial stability of the party providing the indemnity; (x) whether After the Event (“ATE”) insurance has been purchased; (xi) the level of ATE insurance purchased; (xii) the fees and out-of-pocket expenses that Clients will be required to cover; (xiii) the funder’s willingness to negotiate in relation to its fees; (xiv) the sizes of the losses that may potentially be recovered by Clients; (xv) the terms of the funder’s agreement and the funder’s willingness to negotiate in relation to those terms; (xvi) the possible impact on Kiltearn’s investment program – for example, the potential distraction to Kiltearn’s investment managers; and (xvii) given that Kiltearn’s investment program is a value program, the legal definition of ‘reliance’ in the jurisdiction where the action is being brought. In Kiltearn’s experience, securities litigation – other than US opt-out class actions – require significant amounts of Kiltearn’s senior investment professionals’ time, particularly to provide witness statements. Kiltearn believe these time commitments could adversely impact its ability to manage Clients’ assets. Further, it is Kiltearn’s experience that such actions do not result in material recoveries to Clients after counsels’ fees and funders’ commissions have been deducted.
Item 16. Investment discretion
Kiltearn accepts discretionary authority to manage securities accounts on behalf of its Clients, as provided in the subscription agreements it enters into with Unitholders and IMAs it has entered with separate account clients. Other than as specified by a US Fund’s Investment Guidelines or pursuant to the terms of a separate account IMA, Kiltearn has sole authority to determine, without obtaining consent from relevant Unitholders or the relevant separate account client, the specific securities and the quantity of those securities to be bought and sold for each Client. Error Correction Considerations: On rare occasions, an error may be made with respect to a Client transaction.
Read the rest of Item 16 (224 more words)
For example, a security or other financial instrument (such as a Spot Foreign Exchange Contract) may be erroneously purchased or sold, a Client account's Investment Guidelines may be inadvertently breached, or a security may be tendered in error as part of a corporate action. When it bears legal responsibility for correcting the error, and subject to limitation on liability set out in the relevant Client’s governing documents or the relevant IMA, Kiltearn generally seeks to place the Client in a substantially similar position as the Client would have been in had the error not occurred. In certain circumstances, Kiltearn may be required to obtain the consent of Unitholders, Clients, its insurers, regulators (which may include, but are not limited to, the FCA, the SEC, the Central Bank of Ireland and the U.S. Department of Labor), and/or an independent fiduciary acting on behalf of a Client or Unitholder before resolving an error. Obtaining these consents or correcting the error may result in, among other items, delays in placing the Client in a substantially similar position as it would have been in had the error not occurred, or the payment of compensatory amounts (these payments may be paid over a period of years if Kiltearn has insufficient funds available to reimburse the impacted Clients), and/or the suspension of the calculation of a Client's Net Asset Value.
Item 17. Voting client securities
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Kiltearn considers proxy-voting responsibilities on behalf of its Clients to be of paramount importance. Kiltearn recognises its fiduciary duty as investment manager and seeks to exercise proxy-voting obligations to enhance Clients’ long-term investment value. These principles align with good corporate governance and support portfolio companies in managing competitive pressures. Subject to the considerations described below, Kiltearn uses its best efforts to vote proxies on all shares held for Clients through a documented proxy‑voting policy and multi‑level internal reviews. Routine Voting Matters Routine matters at annual general meetings (“AGMs”) or ordinary general meetings (“OGMs”) typically include:
Read the rest of Item 17 (1,036 more words)
Approval of financial statements. Approval of routine executive compensation or incentive plans. Election of directors. Approval of directors’ fees. Election of auditors and approval of audit fees. Approval of dividend declarations.
Material Voting Matters Material issues at extraordinary general meetings (“EGMs”), special general meetings (“SGMs”), OGMs or AGMs may include:
Corporate governance matters. Changes in country of incorporation. Mergers and corporate restructurings. Anti-takeover provisions (e.g., staggered boards, poison pills, supermajority requirements). Changes to capital structures, including preferred stock issuance. Significant stock-option, management-compensation or incentive-plan proposals. Social and corporate responsibility considerations.
Conflict of Interest Management As part of Kiltearn’s proxy-voting process, there may be circumstances where potential conflicts of interest with management are present. Potential conflicts of interest may arise when: i. ii. iii.
A portfolio company’s US retirement-plan assets are invested in Kiltearn’s commingled funds. A portfolio company or affiliate acts as a brokerage counterparty. An investor representative is also a director or officer of a portfolio company benefiting from a vote.
To mitigate these risks, all proxy votes require review and sign-off by two authorised persons. Voting Process The Northern Trust Company (Northern Trust) acts as the custodial trustee/global sub-custodian for Kiltearn’s Funds and holds all securities owned by the Funds for the benefit of their Unitholders. Northern Trust has outsourced certain of its proxy-processing responsibilities to Broadridge, a leading provider of proxy-voting services. Broadridge provides ballot information to ISS’s Proxy Exchange platform. ISS, another leading provider, offers Kiltearn several services:
Meeting notifications and ballot delivery. Agenda summaries.
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Detailed agenda content, including original source documents, translation services, recordkeeping and custom reports. Vote-instruction processing.
Meeting notifications follow service-level agreements between Northern Trust and ISS, and between Northern Trust and Kiltearn. Kiltearn does not outsource any part of its proxy-voting decision-making process to ISS, Broadridge or Northern Trust. Separate accounts clients generally name their own custodians, who may use a different provider of proxy-processing services. Following receipt of proxy-voting materials from ISS, Kiltearn reviews the recommendations provided under its proprietary coded proxy-voting policy. This policy reflects Kiltearn’s Proxy Voting and Governance Principles, which are shared with portfolio companies at the outset of an investment. The first authorised signatory examines the recommendations and flags any potential issues to a second authorised signatory. If the second signatory agrees that voting in line with the coded policy is appropriate, they authorise the votes. If, however, the second signatory believes that it is in Clients’ best interests to vote differently, or if the matter is not covered by policy, they document the rationale and refer the proposed vote to a third authorised signatory. The third signatory then verifies and confirms, by email, that the instructions are consistent with Clients’ best interests. Authorised signatories will typically be members of Sustainability & Governance Group (discussed below). In circumstances where a member of Sustainability & Governance Group is unavailable, a suitably senior and experienced member of the Investment Group may act as a signatory. The Sustainability & Governance Group includes members of the Investment Group (including one Portfolio Manager), a member of the Investment Administration Team and the Head of Sustainability & Corporate Governance. The Sustainability & Governance Group includes members of the Investment Group to ensure investor representation in all governance matters. Two of the four members are also Partners in the firm. For investment‑specific issues (e.g., mergers or corporate restructurings), input from the Investment Group is sought before any decision is made, typically from the analyst covering the stock. Where the analyst is sufficiently senior, they may act as an authorised signatory; otherwise, the investor overseeing that analyst assumes this role. In cases where subsequent signatories disagree, the matter is discussed until agreement is reached, and both parties sign off on the final decision. Once two authorised signatories have agreed in accordance with this process, whether under the standard review or following input from the Investment Group, the votes are entered into ISS’s platform to be cast at the relevant meeting. Circumstances Where Kiltearn May Not Vote Kiltearn may be unable or choose not to vote proxies in situations such as:
When Northern Trust or ISS does not provide voting services in a specific market. When a custodian or its agent fails to process a proxy or provide sufficient notice. When an error occurs in the proxy-voting or registration process. When Kiltearn is considering liquidating a position. When share blocking requirements would restrict trading after voting.
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When the cost of voting outweighs the expected economic benefit to the Client. When a class of securities does not carry voting rights for the issue in question. When re-registration of securities into the Client’s name could violate local privacy laws or adversely impact the Client’s interests.
Separate accounts clients (if any) generally name their own custodians, who may have different proxyvoting processes and limitations in relation to those processes. Market-Specific Constraints Unitholders and separate account clients should note that voting proxies in certain markets may be constrained by certain country or portfolio company-specific issues. In certain markets, Kiltearn faces constraints:
Some companies impose voting caps on the number of proxy votes any single outside shareholder may control. Others require board issues to be resolved by a show of hands rather than a poll. If one nominee holds all shares, this restriction substantially limits the impact of proxies. Some companies restrict Kiltearn from voting if disclosures of holdings have not been made on time or in the required format.
Additional Information Additional information on Kiltearn’s proxy voting and corporate governance policies can be found in the Stewardship Code Statement on Kiltearn’s website (www.kiltearnpartners.com). Unitholders and separate account clients can receive a quarterly summary of proxies voted or not voted by contacting Kiltearn’s Client Services representatives and asking to be included on the quarterly proxy-voting summary distribution list. Kiltearn does not provide other third (3rd) parties with information on how it has voted proxies. Kiltearn does not subject its proxy voting systems and/or procedures to review by its auditors or any independent third (3rd) parties. Kiltearn believes this to be unnecessary given the simplicity of Kiltearn’s business structure and the sophistication of its separate account clients and Unitholders. Kiltearn exercises its proxy voting obligations on behalf of separate account clients in accordance with their IMAs.
Item 18. Financial information
Kiltearn does not require or solicit the prepayment of fees and so this item is not applicable.
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Kiltearn Partners LLP SEC Registration Number: 801-72673 22 Charlotte Square, Edinburgh EH2 4DF Tel: 011-44-131-460-1040 Fax: 011-44-131-202-0661 www.kiltearnpartners.com August 30, 2026
Form ADV Part 2B Brochure Supplement This brochure supplement provides information on our personnel listed below and supplements Form ADV Part 2A. Please contact Kiltearn’s client services representative if you are a Unitholder or separate account client and you did not receive Kiltearn’s Form ADV Part 2A or there are any questions about the contents of this brochure supplement.
Read the rest of Item 18 (1,023 more words)
A summary of the education and the last ten years of the business background of Kiltearn’s partners and other members of senior management are set out below. Additional information is available from Kiltearn’s Chief Compliance Officer and/or Kiltearn’s client services representative, details of which are shown elsewhere in this Form ADV Part 2. Additional information is available on the SEC’s website at www.adviserinfo@sec.gov. Khaled Mohamed Murdoch R. Murchison Craig R. Watson Helen (Nell) P. Franklin Colin R. Armstrong Alexander N. Auld Edward G. Clarke Robert R. McGinty Duncan F. Stewart Alexander W. Y. Fong Douglas G. R. McArthur Raymond K. Y. Cheung
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Name: Date of Birth:
Khaled Mohamed 1983
Education and Degree:
Downing College, University of Cambridge, U.K. MA Classics
Business Background:
Kiltearn Partners LLP; 2011 to present Chief Investment Officer Member of Supervisory Group Partner
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________ Name: Date of Birth:
Murdoch Ross Murchison 1965
Education and Degree:
(1) (2)
Business Background:
University of Glasgow, U.K. Diploma of Legal Practice University of Edinburgh, U.K. Bachelor of Law with Honours
Kiltearn Partners LLP; 2011 to present Chairman Investment Manager Member of Supervisory Group Partner Kiltearn Limited; 2011 to present Chairman, Director
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision:
Supervised by Kiltearn’s Supervisory Group.
____________________________
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Name: Date of Birth:
Craig Robert Watson 1969
Education and Degree:
(1) (2)
Business Background:
University of Stirling, U.K. MSc. Investment Analysis (with distinction) Robert Gordon University, U.K. B.A. (Honours) Business Studies
Kiltearn Partners LLP; 2011 to present Director of Research Investment Manager Member of Supervisory Group Partner Kiltearn Limited; 2011 to present Director
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________ Name: Date of Birth:
Helen (Nell) Potter Franklin 1983
Education and Degree:
(1) (2)
University of St. Andrews, U.K. MA (Honours) in Arabic and Middle Eastern Studies The School of Oriental and African Studies, University of London, UK. MSc in International Management for the Middle East and North Africa
Business Background:
Kiltearn Partners LLP; 2018 to present Investment Manager
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________
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Name: Date of Birth:
Colin Robert Armstrong 1986
Education and Degree:
(1) (2)
University of Edinburgh, U.K. Diploma of Legal Practice University of Edinburgh, U.K. Bachelor of Law with Honours
Business Background:
Kiltearn Partners LLP; 2014 to present Investment Manager Partner
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________ Name: Date of Birth:
Alexander Nathanial Auld 1987
Education and Degree:
(1) (2)
University of Edinburgh, U.K. MA Philosophy Oxford University, U.K. Bachelor of History
Business Background:
Kiltearn Partners LLP; 2021 to present Investment Manager
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________ Name: Date of Birth:
Edward Gerard Clarke 1965
Education and Degree:
Pennsylvania State University, USA Bachelor of Science degree in Finance
Business Background:
Kiltearn Partners LLP; 2011 to present Head of Marketing and Client Service
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Member of Supervisory Group Kiltearn Limited; 2011 to present Director Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________ Name: Date of Birth:
Robert Russell McGinty 1979
Education and Degree:
University of Paisley Bachelor of Accounting
Business Background:
Kiltearn Partners LLP; 2013 to present Head of Operations Member of Supervisory Group Partner
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________ Name: Date of Birth:
Duncan Findlay Stewart 1981
Education and Degree:
University of Edinburgh MA in Business Studies
Business Background:
Kiltearn Partners LLP; 2013 to present Head of Dealing Partner
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
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Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision: Supervised by Kiltearn’s Supervisory Group. ____________________________ Name: Date of Birth:
Alexander Wei Yip Fong 1985
Education and Degree:
Heriot-Watt University MA in Business Studies
Business Background:
Kiltearn Partners LLP; 2013 to present Head of Administration Partner
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision:
Supervised by Kiltearn’s Supervisory Group.
___________________________ Name: Date of Birth:
Douglas George Robert McArthur 1985
Education and Degree:
University of Glasgow Bachelor of Law
Business Background:
Kiltearn Partners LLP; 2013 to present Head of Legal, Compliance, Sustainability & Corporate Governance Member of Supervisory Group Partner
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision:
Supervised by Kiltearn’s Supervisory Group.
____________________________ Name: Date of Birth:
Raymond Ka Yiu Cheung 1971
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Education and Degree:
(1) (2)
Business Background:
Hull University, U.K. Accountancy Humberside University Business
Silchester International Investors LLP; 2010 to present Head of Investment Administration Member of Silchester International Investors LLP Edgbaston Investment Partners LLP; 2018 to present Non-Executive Member of Supervisory Group Edgbaston Partners Limited; 2018 to present Non-Executive Director Kiltearn Partners LLP; 2018 to present Non-Executive Member of Supervisory Group Kiltearn Limited; 2018 to present Non-Executive Director
Disciplinary Information:
No disciplinary information to disclose.
Other Business Activities:
None
Additional Compensation:
No additional economic benefit received from third parties for providing advisory services.
Supervision:
Supervised by Kiltearn’s Supervisory Group.
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Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.