Wellington Management Company

Home , Assets under management, Wellington

WELLINGTON FUNDS DISTRIBUTORS INC. Form CRS Customer Relationship Summary

Introduction Wellington Funds Distributors Inc. (WFD) is a broker-dealer affiliate of Wellington Management Company LLP, a Securities and Exchange Commission (SEC) registered investment adviser (together with its global investment advisory affiliates, Wellington Management). WFD is registered with the SEC as a broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA) and the Securities Investor Protection Corporation (SIPC). Investment advisory and brokerage services and fees differ and it is important for you to understand these differences. Free and simple tools are available to research firms and financial professionals at Investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.

What investment services and advice can you provide me? WFD provides brokerage services for the limited purpose of offering and recommending investment funds managed and sponsored by Wellington Management or Wellington Trust Company, NA (collectively, Sponsored Funds), and externally sponsored vehicles (e.g., mutual funds) managed by Wellington Management (Mutual Funds, and with the Sponsored Funds, Wellington Funds) to certain retail investors. WFD offers such services on behalf of its affiliates, Wellington Management and WTC. WFD does not enter into any contractual or other brokerage arrangement with retail investors. You should be aware of the following information about our services:

• We offer and recommend only proprietary Sponsored Funds and the Mutual Funds. Furthermore, our Sponsored Funds generally have minimum investment amounts, which may limit your eligibility to invest in certain Sponsored Funds. Other firms may be able to offer you a broader array of investment options. • When we offer and recommend our Wellington Funds to retail investors, we do so in a brokerage capacity. Our representatives may also serve in other capacities, including as agents for WTC and Wellington Management and may have incentives to spend time in such capacities. In such capacities they may offer and recommend other products and services to retail investors. When WFD recommends an investment in a Wellington Fund to you, you or your legal representative will make the ultimate decision regarding whether or not to invest in such Sponsored Fund. • WFD does not monitor your Wellington Fund investments on an ongoing basis. If you invest in one of our Wellington Funds, you will execute subscription documents through the fund sponsor and become a holder of interests in the applicable Wellington Fund and will not have an account with WFD. Your investment will be administered by the fund sponsor or an unaffiliated third party, not by WFD. A WFD representative may continue to assist in servicing your investment on behalf of the fund sponsor, and may periodically review your investment(s) in order to make further recommendations to you, but he or she will not otherwise monitor your investment or recommend further transactions. Conversation Starter: Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me? What is your relevant experience, including licenses, education and other qualifications? What do these qualifications mean? • For additional information, please see the offering memorandum for the Sponsored Fund, the prospectus and statement of additional information for the Mutual Funds, and the related organizational documents for each applicable fund, provided to you (Fund Documents)., as well as the WFD Form CRS Supplement and references therein.

What fees will I pay? When you invest in one of our Wellington Funds, you will incur the following costs and fees:

• You will pay no commission or other direct fee to WFD in connection with the offerings or recommendations that we make to you; however, you will pay the fees of Sponsored Funds and Mutual Funds, subject to the terms of the respective Fund Documents. WFD also does not receive any placement agent or other direct fee for the placement of Sponsored Funds, and does not receive 12b-1 or other fees for the sale of Mutual Funds. • Our Wellington Funds pay an investment advisory fee (management fee) to the Wellington Management entity acting as investment adviser to the Wellington Fund (Investment Manager), which is generally deducted from fund assets. The management fee paid varies among Wellington Funds, as a result, the cost associated with one Wellington Fund may be higher or lower than the cost of another. For some Sponsored Funds, the standard fee schedule includes a performance-based fee. Even within the same Sponsored Fund, different clients may have different fee structures. Our Wellington Funds also incur operating expenses, including, as applicable, those related to the provision of custody, accounting, fund administration, audit, tax services, transfer agency, and other services provided by third parties engaged by the fund sponsor. Each

Effective June 30, 2020 | Wellington 1

Wellington Fund deducts some or all of these expenses from fund assets. Wellington Funds also incur transaction costs when they buy and sell securities. As a result of these fees and expenses, WFD may have an incentive to recommend one Wellington Fund over another. • The fees and costs that you pay and/or compensation that WFD and its affiliates will earn is generally based on the value of your account and not on the execution of a specific transaction. • For more information about the fees and expenses associated with a particular Wellington Fund please refer to the applicable Fund Documents. You will pay such fees and expenses whether you make or lose money on your investments, and such fees and expenses will reduce any amount of money you make on your investments over time. Conversation Starter: Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • For more information, please see the Fund Documents, as well as the WFD Form CRS Supplement and references therein.

What are your legal obligations to me when providing recommendations as my broker-dealer? How else does your firm make money and what conflicts of interest do you have? When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they may affect the recommendations we provide you. Here are some examples to help you understand what this means.

• Wellington Management or WTC receives an asset-based management fee from the Wellington Funds. The more assets you invest, the more fees will be paid to our affiliates. Moreover, WFD and its representatives receive sales based compensation based on a formula related to fee revenues, and as such, is incentivized to encourage you to increase the assets you invest in Wellington Funds. • Fee levels may vary among and within our Wellington Funds, and WFD receives more compensation from the sale of interests in Wellington Funds that carry a higher management fee. WFD is thus incentivized to recommend the Wellington Fund with a higher management fee. Conversation Starter: How might your conflicts of interest affect me, and how will you address them? • For additional information about these and other conflicts applicable to our business, and how we seek to mitigate these risks, please see the applicable Fund Documents, WFD Form CRS Supplement and documents referenced therein.

How do your financial professionals make money? WFD representatives involved in the sale of Wellington Funds are eligible to receive sales based compensation based upon a predetermined formula related to anticipated revenues to Wellington Management. They also receive salary and benefits from Wellington Management, and are eligible to receive variable compensation based upon a variety of factors, including overall firm performance, individual performance and their collaboration and contribution to team and firm performance.

Do you or your financial professionals have legal or disciplinary history? No. Visit Investor.gov/CRS for a free and simple search tool to research WFD and its financial professionals.

Conversation Starter: As a financial professional, do you have any disciplinary history? For what type of conduct?

Additional Information For additional information about our services, please see the applicable Fund Documents, as well as the WFD Important Retail Client Disclosures and documents referenced therein. If you would like additional, up-to-date information or a copy of this disclosure, please call (617) 951-5000.

Conversation Starter: Who is my primary contact person? Is he or she a representative of an investment adviser or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?

Effective June 30, 2020 | Wellington 2

Our Business and Practices

31 MARCH 2021

This document provides information about the qualifications and business practices of Wellington Management Company LLP (WMC), Wellington Management Hong Kong Limited (WM Hong Kong), Wellington Management International Limited (WMIL), Wellington Management Japan Pte Ltd (WM Japan) and Wellington Management Singapore Pte Ltd (WM Singapore), each of which is registered with the US Securities and Exchange Commission (the SEC) as an investment adviser. For these investment advisers, this document serves as Form ADV Part 2A. Collectively, these investment advisers, along with the other subsidiaries of Wellington Management Group LLP, are referred to in this document as “Wellington Management”.

Wellington Management Company LLP* Wellington Management Europe GmbH** 280 Congress Street Bockenheimer Landstraße 43 – 47 Boston 60325 Frankfurt am Main Massachusetts 02210 Germany USA Via Dante, 7 222 West Adams 20123 Milan Suite 2100 Italy Chicago Illinois 60606 Wellington Management Switzerland GmbH** USA Limmatquai 92 8001 Zurich 4 Radnor Corporate Center Switzerland Suite 500 Radnor Wellington Management Australia Pty Ltd** Pennsylvania 19087 Level 17 USA 126 Phillip Street Sydney NSW 2000 4 Embarcadero Center Australia Suite 2610 San Francisco Wellington Management Hong Kong Limited California 94111 17F, Two International Finance Centre USA 8 Finance Street Central Wellington Investment Management (Shanghai) Limited** Hong Kong Unit 822, Level 8, International Finance Center, Tower 2 8 Century Avenue, Pudong District Wellington Management Japan Pte Ltd Shanghai 200120 Palace Building 7F 1-1-1 Marunouchi, Chiyoda-ku Wellington Management Canada ULC** Tokyo 100-0005 Exchange Tower Japan 130 King Street West, 18th Floor Toronto, ON M5V 1E3 Wellington Management Singapore Pte Ltd Canada 8 Marina Boulevard, #03-01 Tower 1 Wellington Management International Ltd Marina Bay Financial Centre Cardinal Place Singapore 018981 80 Victoria Street London SW1E 5JL UK www.wellington.com

Please see the Appendix for descriptions of our affiliates. To the extent that WMIL, WM Hong Kong, WM Japan, or WM Singapore provides services to US clients, a list of relevant employees is available upon request.

The information in this document has not been approved or verified by the SEC or by any other securities authority or regulator, and registration with any regulator does not imply a certain level of skill or training. Additional information about each of Wellington Management’s registered investment advisers is available on the SEC’s website at: www.adviserinfo.sec.gov. * Wellington Management Company LLP (WMC) is also registered with the US Commodity Futures Trading Commission (CFTC) as a commodity trading advisor (CTA) and serves as a CTA to certain clients including commodity pools operated by registered commodity pool operators. WMC provides commodity trading advice to all other clients in reliance on exemptions from CTA registration. ** Wellington Investment Management (Shanghai) Limited, Wellington Management Australia Pty Ltd, Wellington Management Canada ULC, Wellington Management Europe GmbH, and Wellington Management Switzerland GmbH are not registered with the SEC as investment advisers.

If you have any questions about the contents of this document, please contact us at [email protected] or contact your relationship manager.

Changes to Our Business and Practices

We review our policies and procedures on a regular basis to evaluate their continuing effectiveness. As a result of that process or due to changes in our firm and business, we may amend our policies and procedures and/or this document from time to time. We will describe material changes in this space.

A current version of Our Business and Practices is available upon request.

A letter from our Chief Executive Officer

To our clients: Forty-one years ago, Wellington Management converted from a publicly traded corporation to a private partnership. This transformative event afforded us the ability to focus our energies and loyalties on serving our clients without the distraction and pressure associated with earnings targets or shareholder expectations.

Becoming a private partnership also allowed us to take a long-term view of all aspects of our business and to develop the fiduciary culture we aspired to build. Our long- term view extends to our client relationships: We seek to understand our clients’ challenges and objectives over a longer time horizon and provide investment solutions that meet their needs.

Because we focus exclusively on managing our clients’ assets, we avoid many of the conflicts of interest that exist in the financial services industry. Of course, there are potential conflicts of interest in any business. In this document, we try to explain our business and practices to our clients in detail, so that where potential conflicts do exist, our clients understand how we seek to manage them.

This document provides information about our firm’s investment processes, investment styles, trading practices, and the various approaches we take to managing the conflicts associated with our business. We believe that this transparency is essential to building relationships of trust and confidence. If you have any questions or would like more information about specific topics after reading this document, please feel free to contact your relationship manager.

Sincerely,

Brendan J. Swords

Our Business and Practices

Table of Contents

A LETTER FROM OUR CHIEF EXECUTIVE OFFICER ...... 4

I. OUR ADVISORY BUSINESS ...... 7 A. AN OVERVIEW OF WELLINGTON MANAGEMENT ...... 7 B. ABOUT OUR INVESTMENT MANAGEMENT SERVICES ...... 7 C. THE NATURE AND ROLE OF RESEARCH AT OUR FIRM ...... 8 D. OUR INVESTMENT MODEL ...... 10

II. FEES AND COMPENSATION ...... 11

III. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ...... 11

IV. TYPES OF CLIENTS ...... 15

V. METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS ...... 15 A. INVESTMENT APPROACHES ...... 15 B. ESG ...... 17

VI. DISCIPLINARY INFORMATION ...... 17

VII. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ...... 17

VIII. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING ...... 18 A. OUR CODE OF ETHICS ...... 18 B. INVESTMENTS BY OUR PERSONNEL IN PRODUCTS WE MANAGE ...... 19 C. POLITICAL CONTRIBUTIONS ...... 19 D. DONATIONS TO CHARITIES ...... 19 E. OTHER POTENTIAL INTERESTS ...... 20

IX. BROKERAGE PRACTICES ...... 21 A. HOW WE TRADE LIKE ORDERS ...... 21 B. HOW WE HANDLE COMPETING TRADES ...... 22 C. OUR BROKERAGE PRACTICES ...... 23 D. HOW WE MANAGE OTHER TRADING-RELATED COSTS ...... 28

X. REVIEW OF CLIENT ACCOUNTS ...... 28

XI. CLIENT REFERRALS AND OTHER COMPENSATION ...... 29 A. SOLICITATION OF BUSINESS ...... 29 B. OUR RELATIONSHIPS WITH CONSULTING ORGANIZATIONS AND OTHER INTERMEDIARIES ...... 29

XII. CUSTODY ...... 30

XIII. INVESTMENT DISCRETION ...... 30 A. CLIENT GUIDELINES ...... 30 B. LIMITS ON AGGREGATE OWNERSHIP ...... 30 XIV. VOTING CLIENT SECURITIES ...... 31

XV. ANCILLARY SERVICES ...... 32

XVI. OTHER INVESTMENT INFORMATION ...... 33 A. INVESTMENTS IN PRIVATE COMPANIES ...... 33 B. PRICING AND VALUATION ...... 33 C. RESTRICTIONS ON OUR PRODUCTS AND SERVICES ...... 34 D. TECHNOLOGY AND DATA ...... 35 E. CONTROL OVER USE OF MATERIAL, NON-PUBLIC INFORMATION ...... 36

XVII. OUR HUMAN RESOURCES POLICIES ...... 36

XVIII. CONFLICTS OF INTEREST ...... 37

XIX. CLOSING ...... 41

APPENDIX: ...... 42

DESCRIPTION OF AFFILIATES ...... 42

I. Our advisory business

A. AN OVERVIEW OF WELLINGTON B. ABOUT OUR INVESTMENT MANAGEMENT MANAGEMENT SERVICES Tracing its roots to 1928, Wellington Wellington Management offers investment Management is one of the largest independent management services for a fee to separate investment management firms in the world. account clients and mutual funds sponsored With client assets under management totaling by unaffiliated parties, as well as to investment approximately US$1.26 trillion as of 31 vehicles that we sponsor (our Sponsored December 2020 (of which approximately Funds), including bank maintained collective US$1.19 trillion is managed on a discretionary investment funds, common trust funds, and basis), Wellington Management’s investment US and non-US domiciled funds, including advisory affiliates serve as investment hedge funds. Our investment services rely on manager for clients in over 50 countries. our extensive independent research and Wellington Management Group LLP (the include portfolio management styles and Partnership), the parent company for our approaches in equities, fixed income securities, global organization, is a Massachusetts limited currencies and commodities, as well as multi- liability partnership. All of the partners are full- asset allocation across these categories. time professional members of our firm. No single partner owns or has the right to vote Client accounts are managed in a number of more than 5% of the Partnership’s capital. ways: by individual portfolio managers or teams of managers, by a group of research Because our clients and our personnel are analysts or by a combination of these located around the world, we conduct business structures. In some cases, the members of a through a number of affiliated entities licensed portfolio management team actively to offer services in various jurisdictions and to collaborate in managing a client account. In perform particular business functions. Though others, each member makes independent legally distinct, our affiliates function as a investment decisions and will generally unified, global business. For example, our manage separate portions of the account as if investment personnel share research and each were a separate portfolio. Some portfolio discuss investment ideas with their colleagues managers manage accounts in which they are throughout our firm. We believe that our the sole decision-maker and participate in globally integrated model helps us to serve our managing other accounts in which they are one clients’ needs better. of multiple decision-makers. We refer to all investment personnel who have portfolio Our affiliates often engage one another to management responsibilities for client assist in managing client mandates. For accounts, whether as the sole portfolio example, affiliated personnel often provide manager or as a member of a portfolio research, portfolio management or trading management team, as ‘‘portfolio managers’’ in services to a client account. From time to time, this document. investment management, client liaison, account administration and investment Accounts are often customized to meet a monitoring services are delegated to an client’s specific requirements. For example, a affiliated entity. When we delegate portfolio particular account may be unable to invest in a management responsibilities for your account particular country, industry or issuer. Initial to an affiliate, we will notify you and take steps account guidelines are established by to ensure that the delegation complies with all agreement between us and the client and are applicable laws. typically stated in the investment management agreement. From time to time, we may Additional information about the entities within negotiate changes to those guidelines with a our organization can be found in the Appendix to client. this document.

SMA Program sponsor receives from clients We provide investment advice to a limited whose assets we manage. group of clients on a non-discretionary basis. Those services include securities analysis, SMA Program accounts are traded differently asset allocation advice, portfolio risk analysis than Institutional accounts. For example, we and specific investment recommendations. We may not have discretion to effect trades for managed client assets on a non-discretionary SMA Program accounts or we may be basis totaling approximately US$63.0 billion, obligated to effect trades with the program's as of 31 December 2020. designated broker-dealer. By contrast, when we manage Institutional separate accounts, we In addition, we serve as portfolio manager to will effect transactions with a variety of broker- certain sponsors of ‘‘wrap fee programs’’ dealers. In addition, for SMA Programs we will (‘‘SMA Programs’’) that offer bundled advisory, typically effect trades after we have effected execution and custodial services to their trades for our Institutional accounts trading in clients. In these SMA Programs, we are the same security, unless we have determined engaged by the sponsor to provide investment that the SMA Program trading will not management services to clients who select us adversely impact our institutional account through the sponsor’s platform to manage trading. their assets. Each client is permitted to establish reasonable, individualized investment For more information about our proprietary restrictions that are communicated to us by research, our investment model and the the sponsor. The sponsor is responsible for investment approaches we offer to our clients, establishing the investment objectives and please see The nature and role of research at restrictions applicable to each client in the our firm, Our Investment model and SMA Program and for determining the Investment approaches below. suitability of the program for the client. We are not responsible for, and do not attempt to determine suitability for any client. We reserve C. THE NATURE AND ROLE OF the right, in our discretion, to reject an account RESEARCH AT OUR FIRM referred to us by a sponsor for any reason, Our investment model rests on our extensive including, but not limited to, a potential client’s independent research. We have committed requested investment restrictions. Generally, substantial resources to the development of we manage investment strategies for SMA groups that approach research from a number Programs based on investment strategies that of different disciplines, including: we also manage for institutional accounts and/or mutual fund clients; however, the • Multi-asset analysts, who analyze expected strategies employed in the SMA Programs are returns of various asset classes, countries, typically managed differently. For example, we industries and market segments; may manage an SMA Program strategy to hold • Currency analysts, who assess fewer securities positions than an institutional characteristics of global currencies; client account following the same strategy, or • Data scientists, who focus on the use of the SMA Program strategy may be subject to data analysis in the investment process; position limitations and changes to weightings • ESG (Environmental, Social, Corporate in existing positions that are not applicable to Governance) analysts, who assess ESG institutional accounts. Performance of SMA issues that can impact the long-term Program accounts will differ to the extent success and profitability of a company; clients impose their own investment • Factor analysts, who assess factor risks, restrictions. We use a third-party vendor to fundamentals, and return premiums over adjust trade orders to account for client- time; imposed investment restrictions. We provide • Fixed income credit analysts, who assess portfolio management services to SMA the credit characteristics of issuers, Programs for a management fee that is paid by structures and industries; the SMA Program sponsor out of the fees the

• Fixed income market analysts, who analyze dedicated to the task and through our attitude broad fixed income market and macro- towards the sharing of research within our level investment factors; firm. Analyst research assists our portfolio • Global industry analysts and research managers in making investment decisions and associates, who cover companies within a is shared broadly among our investment particular industry or industries; personnel. Investment ideas flow from portfolio • Macroanalysts, who provide country and managers to analysts, from analysts to global analysis of macro-level investment portfolio managers, and among different factors; investment teams. Our goal is to create a • Quantitative analysts, who assess marketplace of investment ideas and to foster securities using quantitative methods; and a robust debate surrounding investment • Technical analysts, who analyze technical decisions. market or security characteristics and their impact on individual securities, Our research teams can and do have commodities and currencies. overlapping coverage assignments. We do not insist that all of our analysts follow a single The analysts and data scientists referenced process for analyzing or rating stocks, bonds above are collectively referred to as ‘‘Research or other investments. We do not attempt to Analysts.’’ In addition, our portfolio generate a unified investment opinion on any management teams often include dedicated topic and we do not require our portfolio analysts who evaluate securities and other managers to buy or sell investments based instruments for suitability based on the team’s solely on the recommendations of research investment approach. personnel. Instead, we encourage diversity of opinion and diversity of action. A portfolio Our internal research activities are many and manager may buy a security with a negative varied. We meet directly with company internal fundamental or quantitative management teams, customers, suppliers, recommendation. competitors and practitioners. We review extensive amounts of industry, financial and Likewise, an analyst may rate a security highly market data, along with publications and despite the contrary investment views of a periodicals, company filings and related portfolio manager and one portfolio manager publicly available reports. Our analysts attend may sell a security that another portfolio industry conferences, academic seminars and manager is buying. trade shows to obtain new perspectives and differentiated insights. We meet with Analysts as portfolio managers government policymakers and market Many of our Research Analysts manage money participants to understand global competitive on behalf of clients, typically as part of an forces and the market environment in different analyst team. These analyst-managed regions of the world. portfolios include diversified portfolios covering a wide range of industries that are We supplement our internal research with constructed by aggregating the security external research from sources such as selections of a large number of Research broker/dealers and third-party research firms. Analysts, each of whom focuses on a particular These sources typically provide data, research industry, as well as sector portfolios managed and analysis and may serve as a gauge of by a small number of Research Analysts who market consensus. Together, our internal and specialize in the industries comprising a external sources of research provide a wealth particular sector. The discussion of portfolio of raw material for our investment management practices in this document professionals to use in making judgments applies to all of the accounts managed by our about the management of client accounts. Research Analysts.

Our commitment to research is evident Our Research Analysts’ dual responsibilities of through the breadth and depth of resources research and portfolio management create a

9 potential conflict in the allocation of programs and Morning Meetings frequently investment ideas. We periodically assess the include discussion of internal research, ratings, roles played by the different categories of and trading activity with respect to specific Research Analysts and, where appropriate, securities. Guests to these meetings and client implement policies and procedures to address participants in these educational programs these conflicts. For example, we require our agree to confidentiality terms that restrict the global industry analysts to pre-announce use of confidential information learned. trading activity in the portfolios they manage if We do not have the means to monitor the the trade reflects a significant shift in thinking guests’ use of information provided in any of with respect to the security, such as an these circumstances. However, we think we imminent change in the analyst’s have taken the appropriate steps to protect recommendation or the initiation of coverage any confidential information that might be with respect to that security. discussed.

Sharing research with clients and We recognize that EU regulated firms may prospects determine that the materials described above Wellington Management shares its proprietary may constitute an inducement. Where this is investment research with clients, prospective the case, clients should contact their clients and consultants in a variety of relationship manager to discuss making situations. In some cases, this research is appropriate arrangements. shared broadly, and in other cases it is shared selectively. In all cases, we do so in a manner D. OUR INVESTMENT MODEL that is consistent with our fiduciary duty to all clients. Each portfolio manager or team makes investment decisions for the accounts the We provide some clients with ongoing access portfolio manager or team manages based on to our proprietary research on investment- an independent evaluation of available related topics as part of our overall services to investment opportunities in light of the client’s those clients. We also share this type of investment objectives and guidelines. As a research on an ongoing or ad hoc basis with result, our firm may be buying a security for selected prospective clients and consultants to one client while it is selling that security for illustrate our investment and research another. We do not have a Chief Investment capabilities or as part of due diligence. In Officer, or any group of individuals, who gives addition, we invite some clients, prospective ‘‘top-down’’ direction with respect to clients and consultants to attend research investment positions or strategies for accounts meetings that our investment personnel hold we manage. We believe that this structure best with company management teams in order to enables us to meet the investment objectives demonstrate the depth and breadth of our of our diverse client base and encourages proprietary research capabilities. individual responsibility for investment performance. It does, however, result in In addition to the above, we also provide situations where investment positions or educational services to some clients as actions taken for one client account directly described in the section entitled Ancillary contradict those taken for others. Services. Client participants in these educational programs work closely with our Many of our portfolio managers manage client investment personnel over an extended period assets using more than one investment of time and are included in meetings where approach. In addition, some portfolio investment ideas are discussed. Clients, managers manage ‘‘long-only’’ portfolios, as prospective clients and other guests, including well as portfolios that take both long and short client participants in educational programs, positions. Managing multiple portfolio also have an opportunity to see our research in management assignments requires the action when they are invited to attend our exercise of discretion and judgment, since a Morning Meetings. These educational portfolio manager will make different investment decisions for different clients

10 based on the portfolio manager’s analysis of enter into these arrangements only as each client’s respective objectives, guidelines permitted by applicable law. We implement and risk tolerances. For more information on rebate arrangements either by purchasing potential differences among a portfolio additional shares for the benefit of the manager’s investment approaches and registered owner in the same pool or by portfolios and how we seek to ensure that all making a payment to that investor. Rebates in clients are treated fairly, please see the section a particular Sponsored Fund may be related to entitled Side-by-side management of client accounts. a broader relationship that we have with that investor.

II. Fees and compensation On occasion, we agree to calculate fees based We retain complete discretion over the fees we on the aggregate assets of related accounts charge our clients, subject to applicable law. that are being managed in the same (or a Our standard fee for an investment approach related) investment style. In these may differ across regions and is available upon circumstances, the aggregated accounts request. We negotiate fees in light of a client’s receive the benefit of a lower effective fee due special circumstances, asset levels, service to the combined level of assets. requirements or other factors, in our sole discretion. We offer certain clients a fee Some client accounts managed as separate schedule that is lower than that of any other accounts authorize us to invest in Sponsored comparable clients in the same investment Funds that already pay advisory fees to us. In style. We sometimes choose to waive all or a those situations, the assets invested in the portion of our negotiated fee for a given period. Sponsored Funds are generally excluded for Finally, we have promised certain clients that the purposes of calculating the management we have provided and will continue to provide fees at the separate account level. In some them the lowest available fee for a particular cases, however, the account pays a composite investment style and for comparable services. fee based on the fees charged by the various Sponsored Funds and/or approaches in which Fee structures vary both among and within the it invests and the assets allocated to these investment approaches we offer. We do not investments. require or ask our clients to pay fees in advance. In most cases, our fees are calculated Our management fees do not include fees as a percentage of assets under management charged by a client’s custodian or the fees and and are payable quarterly in arrears based on other expenses deducted from the assets of a the quarter-end market value or average value fund in which a client account invests. In for the quarter. For some investment addition, all client accounts incur transaction approaches, the standard fee schedule is a costs when they buy and sell securities. For performance-based fee. Even within the same more information, please see Brokerage investment approach, different clients can practices. have different fee structures; some pay asset- based fees, while others pay performance- based fees. Some client accounts have fee III. Performance-based structures that include elements of both asset- based and performance-based fee structures. fees and side-by-side Finally, in a limited number of cases, we charge fixed fees for advisory and consulting services management depending upon the nature and extent of As noted above, we charge performance-based services provided. Clients can choose to fees in a number of situations. Many portfolio receive an invoice generated by us or they can managers and other investment personnel calculate and remit fee payments directly to have responsibility for client accounts with our firm. performance-based fees, as well as for accounts with asset-based fees. Strong From time to time, we agree to rebate advisory investment returns increase the performance- fees to investors in our Sponsored Funds. We based fee paid to us as a firm and the incentive

11 compensation paid to the portfolio manager. This description of potential differences among As a result, we have an incentive, particularly in a portfolio manager’s investment approaches the case of hedge funds, to favor an account and accounts is not meant to be exhaustive. with a performance-based fee. The following Rather, we want to illustrate the fact that we sections describe how we manage this and expect that individual portfolio managers will other conflicts relating to the side-by-side make different investment decisions for management of client accounts. different clients. Sometimes those decisions are based on objective criteria, such as Side-by-side management of client industry, sector or capitalization levels. At accounts other times the decision reflects the portfolio Many of our portfolio managers manage client manager’s subjective professional judgment assets using more than one investment about the suitability of a security for an approach. Those approaches differ based on individual account or for a set of accounts. Our an array of factors such as issuer portfolio managers make these judgments concentration levels, average market based on a wide variety of factors, including capitalization ranges, duration, sector or but not limited to the other holdings in the subsector concentrations, geographic account, the attractiveness of other concentrations, tax considerations, cash flows, investment opportunities available for that benchmarks, risk profiles, liquidity needs, time account, the portfolio manager’s horizons and turnover expectations. understanding of each client’s objectives and risk tolerance and the costs of transacting in a Even within a single investment approach, particular security. These individualized client accounts are customized to meet clients’ decisions can result in significantly different specific requirements. For example, a investment returns between investment particular account may be unable to invest in a approaches and among accounts managed by particular country, industry or issuer. That the same portfolio manager. customization is typically reflected in the account guidelines. Accounts within the same An important example of how accounts investment approach may also differ as a managed by the same portfolio manager will result of client contributions and withdrawals, differ, as well as how potential conflicts can market constraints or other factors. For arise in these situations, is our management of example, fixed income accounts in the same both hedge funds and more traditional long- approach will typically contain different only investment approaches. Most portfolio holdings given the number of publicly traded managers who manage hedge funds also fixed income securities, the varying frequency manage other long-only client accounts. Some and volume at which a particular fixed income of those hedge funds are sponsored by our security trades, and the ability to obtain a affiliates; others are sponsored by our clients. desired exposure through different securities that share similar characteristics (such as Hedge funds generally use a more diverse credit, interest rate and duration). Similarly, array of investment tools and techniques than small- and micro-capitalization equity most other investment strategies. Those tools accounts in the same approach often contain and techniques include the use of short sales, different holdings. Those differences often leverage and a wide range of derivative result from the fact that the number of shares instruments. Hedge funds differ significantly of a particular small- or micro-capitalization from long-only accounts and typically have company available for purchase may be different investment objectives, strategies, restricted by both the limited frequency and time horizons and risk profiles and different tax volume with which they trade, and the limits and other considerations. In addition, these our firm places on aggregate ownership of funds do not typically measure performance classes of equity securities across all client against a specific index or benchmark, but accounts. instead pursue absolute returns. Hedge funds often provide investors with limited redemption opportunities and require

12 significant advance notice, and so have less and we expect that they will make different need for portfolio liquidity. investment decisions for different clients in order to fulfill each client’s investment We expect that, from time to time, perhaps mandate. At the same time, we have policies often, a portfolio manager will purchase or sell and procedures designed to prohibit our securities, including initial public offerings portfolio managers from basing their decisions (IPOs) of equity securities, for a hedge fund on favoritism, ‘‘window dressing,’’ or other and not for accounts employing a more practices that violate either applicable law or traditional, long-only investment approach. A our fiduciary duties to our clients. portfolio manager may also make similar investment decisions for a hedge fund and a We use a number of techniques to perform long-only approach, but at different times. after-the-fact review of trading in client Because of these differences, we expect that accounts. These techniques include hedge funds and long-only approaches performance dispersion analysis and analyses managed by the same portfolio manager will of order or trading patterns; however, we do have significantly different investment results not routinely review individual transactions in over time. isolation. The frequency and extent of reviews vary depending on our assessment of the The fee structures applicable to hedge funds opportunity and incentives for inappropriate often differ from those of the more traditional investment allocation decisions. We pay institutional accounts that make up the special attention to trading patterns of majority of our firm’s asset base. In particular, portfolio managers who manage hedge funds, the hedge funds pay a performance fee of up to accounts with performance-based fee 20% of the net profit of the funds. Portfolio structures or Sponsored Funds in which firm managers for those funds receive a percentage personnel have invested. of the performance fee paid to the firm. As a result, these portfolio managers have an How we allocate equity IPOs economic incentive to favor hedge funds over In certain market environments, equity IPOs other accounts they manage. Other accounts have had a tendency to experience significant with similar fee structures and compensation increases in value in the first day of trading. As arrangements, including other alternative a result, the ability to acquire IPO shares from funds we manage, will also present similar the underwriters can be a valuable investment incentives. We recognize the conflict this opportunity. Our firm has adopted side by side presents. We manage this and other conflicts oversight procedures specifically designed to associated with side-by-side management of ensure fairness in the allocation of those client accounts through additional investment opportunities among our clients. Those restrictions on portfolio managers who procedures fit within our overall investment manage both hedge funds and other accounts, model and, therefore, incorporate concepts of internal review processes and enhanced portfolio manager decision-making based on oversight. While the procedures we use to the different investment objectives and manage these conflicts differ depending upon strategies of different client accounts. the specific risks presented, all are designed to guard against intentionally favoring one The decision to participate in equity account over another. IPOs Every portfolio manager with an eligible client How we allocate investment account can elect to place an order for IPO opportunities generally shares in those accounts for which the IPO is Our decentralized investment model means suitable. Eligibility can be affected by that individual portfolio managers manage investment strategy, legal or client restrictions, assets in different investment approaches for while suitability determinations tend to be different clients who pay different fees. We more subjective and are made by portfolio expect those portfolio managers to use their managers. The factors that might influence a subjective judgment in managing client assets, decision on suitability include:

• The portfolio manager manages accounts We expect portfolio managers who participate with different opportunity sets, and the IPO in an equity IPO to consider and, if appropriate, is relatively more attractive in one than explain any decision to exclude a specific another; account from participation in the IPO. Those • The portfolio manager elects not to explanations take a variety of forms, including purchase the security in the portfolio general protocols that are established by the manager’s more concentrated accounts portfolio manager in advance for the inclusion due to the limited number of names held in or exclusion of individual accounts or groups of the concentrated accounts; like accounts. The individuals who enter the • The portfolio manager manages accounts order for an IPO in our order entry system also measured against different benchmarks, document their understanding of the portfolio and the IPO is more appropriate for one manager’s reasons for excluding specific client benchmark than another; accounts as part of the order entry process. • The clients have differing tolerance for risk Business and legal and compliance personnel in their respective accounts; review these explanations as a further check • The portfolio manager finds a stock that we have met our fiduciary obligations to all attractive, but it cannot be held in a of our clients. particular account, and the IPO is an appropriate replacement holding; Allocations of equity IPO shares by • The IPO is not purchased in accounts in Global Trading which the portfolio manager seeks to Portfolio managers place orders for IPO shares invest in issuers with a minimum market by designating the client accounts and the capitalization; number of shares requested for each account. • The IPO is purchased in long/short Our trading group (which we refer to as ‘‘Global accounts only with the IPO as the long leg Trading’’ in this document) aggregates these of a pair trade, which is made only because IPO orders for all client accounts and places a of the ability to short another stock with a block order with the underwriting syndicate. As specific characteristic; a risk-control measure, we limit the block order • The portfolio manager is attempting to to a certain percentage of the total offering. If achieve industry exposure generically, and the resulting allocation we receive from the the IPO is purchased in a subset of underwriting syndicate is sufficient to fill all accounts that have the lowest weighting in orders, we do that. If, however, the orders the pertinent sector and/or industry; exceed the number of shares that we are • The IPO is purchased in a subset of allocated as a firm, we allocate shares among accounts that have the highest cash participating accounts pro rata by equity positions; and/or assets under management. For traditional • The IPO is not purchased in accounts with equity strategies and client sub-portfolios low turnover expectations or requirements. dedicated to equity investments, our calculation of equity assets under This list is intended to be illustrative, not management is straightforward. We include all exhaustive. We do not attempt to make a assets in the account or sub-portfolio. firmwide determination to purchase a However, for strategies that are not traditional particular IPO. However, we generally restrict equity approaches, but whose guidelines participation to avoid potential conflicts if permit investment in equity securities, we use client accounts that we manage will be selling judgment to determine the equity assets under shares in the IPO. When a portfolio manager management. We consider various factors already holds private shares of a company in when making that determination, including the some client accounts at the time of the level of equity investment permitted under the company’s IPO, we may limit the amount the account’s guidelines and the account’s portfolio manager can purchase in the IPO on historical allocation to equity investments. behalf of other client accounts or we may not Allocations are subject to minimum lot size, allow those accounts to participate at all. and an account’s pro rata allocation will not

14 exceed the share amount that the portfolio we use in many of the approaches described manager identified for the pre-execution order below. for that account. A portfolio manager cannot vary the allocation to an account or shift shares Investing in securities and other financial from one account to another. If the allocation instruments involves risk of loss that clients would place some client accounts below the should be prepared to bear. Those risks will minimum lot size of the issue, then Global vary based on the nature and attributes of the Trading will exclude those accounts in the relevant investment approach and the specific allocation process and reallocate the remaining securities and other instruments held. For shares. information on the risks associated with a particular investment approach, as well as the types of investments it may hold, please IV. Types of clients contact your relationship team. Our clients include public funds, central banks, insurance entities, endowments, foundations, mutual funds and other types of funds, A. INVESTMENT APPROACHES retirement plan sponsors ----- both defined Equity benefit and defined contribution ----- and many We manage a broad range of equity investment other types of institutions. We also provide approaches, including growth, core and value, investment management services to as well as approaches designed to be ‘‘style- investment vehicles that we sponsor, including neutral.’’ Some approaches focus on specific collective investment funds, common trust capitalization ranges, from micro-cap, through funds, and US and non-US domiciled funds, small-cap, mid-cap and large-cap, to mega- including hedge funds. cap. Others look for investment opportunities in more than one capitalization category or All of our investment approaches have across all capitalization levels. In addition, we separate account minimums, which generally manage approaches that are global, range from US$25 million to US$300 million. multinational or focused on particular Different investment approaches have geographic regions or specific countries. We different account minimums. We retain full manage diversified approaches invested discretion to waive an account minimum or to across industry sectors, as well as sector charge a minimum fee, regardless of the size of approaches that concentrate on specific the account. industries, such as health care, technology or finance. Our equity approaches may be based on fundamental research, may instead rely V. Methods of analysis, primarily on quantitative tools and techniques, investment strategies, and technical analytical methods and strategies, or a combination of these approaches. risk of loss We offer a broad range of equity, fixed income, Investments in equity markets are subject to alternative, and multi-asset investment many risk factors, including risks arising from approaches to our clients. Moreover, we economic conditions, government regulations, manage many investment approaches relative market sentiment, local and international to a benchmark and others to achieve absolute political events, and ESG and technological return. Although we have divided the following issues. In addition, the market value of equity description into several categories, we securities will fluctuate in response to changes recognize that as the capital markets have in currency values. evolved, the lines between and among these categories have blurred. That process Fixed income continues to occur, particularly through the We invest in fixed income instruments across growing use of derivative instruments, such as the duration (from money market and short forwards, futures, options, and swaps, which bond to intermediate to long bond) and credit (from investment grade to high yield)

15 spectrums. Some approaches seek investment Exposure to the commodities markets may be opportunities across various sectors, including more volatile than investments in traditional government, mortgage, corporate, municipal equity or fixed income securities and is and emerging market debt, while others are typically achieved through derivative limited to one or more of those sectors. We instruments. The value of commodity-linked also manage global, multiregional and derivative instruments may be affected by multicurrency approaches. Our fixed income broad market movements, commodity index portfolio managers rely on fundamental volatility, interest-rate changes, and research capabilities, as well as quantitative environmental or other events affecting a and technical analytical tools. Our investment particular commodity or industry. approaches often utilize a combination of these capabilities and tools. Multi-asset We advise some clients on the allocation of Investments in fixed income securities markets assets among various asset classes and are subject to many risk factors, including risks investment styles. These services range from arising from economic conditions, government the provision of strategic allocation studies regulations, market sentiment and local and that recommend adjustments to a client’s international political events and ESG and existing asset allocations, to active (or tactical) technological issues. In addition, the market management of the asset allocation exposures value and liquidity of fixed income securities within an account, to full discretion over both will fluctuate in response to changes in interest strategic and active asset allocation decisions rates, currency values and the for a client’s portfolio. Some active multi-asset creditworthiness of the issuer. portfolios include diversified exposure to a range of asset classes, while other portfolios Currencies are concentrated on specific sectors of the We offer our clients a range of currency global capital markets. management services. The firm offers actively managed currency-only approaches in multiple Active asset allocation decisions can be based styles, which are differentiated in terms of the on fundamental research, quantitative and/or currencies held, the underlying performance technical analytical tools. Consistent with our benchmark and the expected level of volatility. firm’s investment model, there is no top-down Each currency approach relies on a direction with respect to asset allocation. combination of fundamental research, Allocation decisions and recommendations will quantitative tools and technical analysis. The vary based on the relevant portfolio manager’s approaches often utilize more than one of or strategist’s views and evaluations of a these capabilities and tools. Investments in client’s specific objectives and requirements. currencies, currency futures contracts, forward currency exchange contracts or Multi-asset accounts can invest in desired similar instruments, as well as in securities that asset classes or sectors in a number of ways. A are denominated in foreign currency, are portfolio manager may allocate a multi-asset subject to the risk that the value of a particular account among various investment currency will change in relation to one or more approaches that we manage, including our other currencies. Sponsored Funds, invest the account’s assets directly, or use a combination of these Commodities methods to gain the desired exposures. We manage commodities approaches that invest across commodities sectors and types. Multi-asset accounts are subject to all of the These approaches rely on our firm’s risks associated with each of the underlying fundamental research capabilities and asset classes in which they are invested, as combine those with the use of quantitative and well as the risk that asset classes do not technical analytical tools. perform as expected.

B. ESG In the event that we become aware of any regulatory matters or litigation that we believe We consider environmental, social and would be material to an evaluation of our corporate governance (ESG) factors to be one advisory business, we promptly notify all of many sets of factors that should be weighed clients or prospects affected by those events, appropriately to inform investment decision subject to applicable law and regulation. We making. We believe ESG factors can be also notify clients and prospects about material business issues that can impact regulatory matters or litigation that are not performance, so understanding them enables material to our advisory business if we believe more informed investment decisions. As such, that our clients would expect to be notified of we perform ESG analysis on many issuers and those matters. make the resulting information about ESG factors available to all investment personnel for consideration. Each portfolio manager and VII. Other financial analyst make their own decisions with respect to how much emphasis, if any, to place on ESG industry activities and factors. ESG factors may be the main reasons to forego or to purchase certain securities in a affiliations given portfolio. ESG factor-related restrictions Wellington Management’s investment advisory are systematically applied where a portfolio entities operate as a unified, global investment manager has incorporated these restrictions management firm. We do business as an into their investment decision-making process investment manager through a number of and/or where clients have required them. In affiliated entities, each of which is registered addition to ESG factor analysis, we actively with the appropriate regulators. engage with companies in which we invest on material ESG issues and take ESG factors into • Wellington Management Company LLP account when voting proxies. manages our business in the United States and Latin America and coordinates our We are a signatory to the United Nations global operations. Principles for Responsible Investment (the • Wellington Management Australia Pty Ltd PRI) and we are a signatory to or member of manages our business in Australia and other ESG-related industry initiatives and New Zealand. stewardship codes. The PRI is a network of • Wellington Management Canada ULC international investors working together to manages our business in Canada. incorporate six principles addressing ESG • Wellington Management Europe GmbH factors into investment decision-making and manages certain business in the European stewardship practices. As a PRI signatory, we Union. have committed to considering ESG factors • Wellington Management Hong Kong where appropriate and consistent with our Limited manages our business in greater duties to clients. PRI signatories are not China and Korea. required to apply any specific ESG restrictions • Wellington Management International Ltd on their investment processes, and we may manages certain business in Europe, the take actions inconsistent with the PRI Middle East and Africa. principles if we believe it is in the best interests • Wellington Management Japan Pte Ltd of our clients to do so. manages our business in Japan.

• Wellington Management Singapore Pte Ltd VI. Disciplinary manages our business in the remainder of Asia ex-Japan. information • Wellington Management Switzerland From time to time, our firm is involved in GmbH services our clients in Switzerland. regulatory examinations or litigation that arise in the ordinary course of our business. Wellington Management personnel from these entities often work together to manage client portfolios and provide related services,

17 including client liaison, investment monitoring, Compliance with the Code is a condition of account administration, investment research employment for all personnel. A serious and trading services. In some circumstances, violation of the Code or related policies may one affiliate delegates responsibility for result in dismissal. Key provisions of the Code providing those services to another. When we are summarized below. A copy of the entire delegate portfolio management responsibilities document is available upon request. for your account to a Wellington Management affiliate, we will notify you and take steps to Personal trading ensure that the delegation will comply with any All Wellington Management personnel are applicable laws. considered ‘‘access persons’’ under our Code. Temporary personnel (including co-ops and Our firm also provides a range of investment interns) and consultants whose tenure with management services to investment vehicles Wellington Management exceeds 90 days and that are sponsored by our affiliates (referred to who are deemed by the Chief Compliance as Sponsored Funds). These affiliates include: Officer to have access to nonpublic investment research, client holdings, or trade information • Wellington Alternative Investments LLC are also subject to the personal trading • Wellington Funds (US) LLC requirements of the Code of Ethics. They must • Wellington Luxembourg S.à r.l. pre-clear their personal transactions in • Wellington Alternative Investments GP covered securities prior to execution, except as Late Stage Growth Luxembourg S.à r.l. specifically exempted under the Code. Some • Wellington Management Funds LLC personal securities transactions that are not • Wellington Trust Company, NA subject to pre-clearance must nonetheless be reported, including transactions in open-end Wellington Funds Distributors Inc. (WFD), a mutual funds and variable insurance products limited-scope broker/dealer registered with that we manage. The Code’s restrictions on the US Financial Industry Regulatory Authority personal trading apply to accounts over which (FINRA), introduces prospects to certain SEC- an access person and/or certain immediate registered investment companies and family members have investment discretion, or Sponsored Funds offered within the United from which they enjoy economic benefits. States. WFD does not execute securities Portfolio managers are subject to additional transactions or engage in any other business. restrictions on their personal transactions.

For additional information on the other entities The pre-clearance process tests proposed within our organization please refer to the transactions against a number of substantive Appendix. restrictions designed to prevent our personnel from taking advantage of our firm’s investment activity on behalf of our clients. We prohibit all VIII. Code of Ethics, personnel from buying or selling securities issued by broker/dealers that are approved for participation or interest in execution of client trades or by securities markets or exchanges on which we trade on client transactions, and behalf of clients. Likewise, we do not allow our personal trading personnel to engage in personal transactions involving the direct purchase of any security in an IPO. All personnel are required to provide A. OUR CODE OF ETHICS quarterly reports and certifications regarding Our Code of Ethics (the Code) applies to all their securities transactions and, at initial hire Wellington Management personnel worldwide. and annually, reports regarding their securities The Code describes the standard of conduct holdings. The Chief Compliance Officer (CCO) we require of our personnel and sets forth (or designee) may grant an exception from certain restrictions on activities, such as pre-clearance, other trading restrictions, and personal trading and gifts and entertainment. certain reporting requirements on a case-by-

18 case basis, if the CCO or designee determines unaffiliated with our firm. In some cases, a that the proposed conduct involves no portfolio manager may own all or substantially opportunity for abuse and does not conflict all of the interests in a Sponsored Fund that the with client interests. portfolio manager manages. While personnel who invest in Sponsored Funds have an Gifts and entertainment incentive to favor those accounts in order to Our Code places restrictions on receipt of gifts, obtain a personal benefit, these investments business meals, travel, and entertainment also help to align those individuals’ interests opportunities by our personnel. Our personnel with those of our Sponsored Fund investors. occasionally participate in entertainment Where we think it appropriate, we have opportunities that are for legitimate business adopted procedures to manage conflicts that purposes, subject to limitations set forth in the arise from our personnel’s investment in our Code. Sponsored Funds.

Sponsored Funds in which our personnel B. INVESTMENTS BY OUR invest, including ones in which they are the PERSONNEL IN PRODUCTS WE only participants, invest and trade alongside MANAGE other client accounts. We treat these Sponsored Funds the same as any client We encourage our personnel to invest accounts, except with respect to investments alongside our clients. Our personnel, including in equity IPOs. Where the legal and accounting portfolio managers and other personnel, often structure of a Sponsored Fund allows us to invest in our Sponsored Funds and in other exclude our personnel from participating in the pooled vehicles that we manage. These first day gains of a fund’s investment in an IPO, investments are made directly by our we do so. Where we do not have that ability, personnel and through employee benefit plans the Sponsored Fund will only be permitted to that we sponsor (the Wellington Retirement invest in an equity IPO if our personnel’s assets Plans). The Wellington Retirement Plans invest comprise less than 50% of the fund. extensively in Sponsored Funds and in mutual funds sponsored by two of the firm’s largest clients. C. POLITICAL CONTRIBUTIONS We do not allow our personnel to make or By virtue of their responsibilities, our personnel solicit political contributions for the purpose of have access to information that is not available obtaining or retaining business with to other participants in the investment vehicles government entities. However, our personnel that we manage. We recognize our duty to may make personal contributions, consistent disclose any material information related to with applicable law, to support political these funds in a fair and equitable manner to all candidates or elected officials, including participants. We have adopted policies and candidates who may share the firm’s views on procedures to identify and disclose material issues related to our business interests. information and to manage any related conflicts that arise. Those procedures include information barriers and restrictions on D. DONATIONS TO CHARITIES transactions in Sponsored Funds by our From time to time, our firm donates to personnel. charitable organizations that are clients or are supported by clients, prospects, consultants or Our firm does not limit the percentage of a their employees. In general, we make those Sponsored Fund that our personnel can own. donations in response to requests from one of Wellington Management personnel are often those parties. We take into consideration the the first participants in a new Sponsored Fund importance of the business relationship as one and in some instances will be the only factor in determining whether to approve a participants for one or more years. However, charitable contribution. the vast majority of total assets in the Sponsored Funds belong to investors

E. OTHER POTENTIAL INTERESTS agreement with the client, we net the client’s gains and losses from the Error or a series of Our focus is investment management. We related Errors with the same root cause and neither invest for our own account, nor execute compensate the client for the net loss. We securities trades as a broker/dealer for client typically notify clients as soon as practical of accounts that we manage. As a result, we avoid any Errors. However, we generally do not notify a number of potential conflicts with our clients’ clients about an event when we have interests. However, the ordinary operation of determined that it does not constitute an Error. our business does generate situations where we have a financial interest in investments in Where practicable and as permitted by law, we which our clients also transact. may resolve potential errors by cancelling

trades, reallocating trades to other client Identification and resolution of errors accounts with interest, or having the trades Investment decisions, portfolio construction settle in our error account if we are able to and related activities, including trading and identify and resolve the incorrect transaction trade reconciliation, are complex processes. prior to settlement date. These transactions Mistakes and imperfections occur, some of may represent a loss or a gain. We bear the which cause losses in our clients’ portfolios. financial loss or retain the financial gain However, not all mistakes and imperfections associated with the transactions that we are errors. We generally consider something an resolve in the error account. We generally do error (Error) when we determine that our not notify clients about those events. actions did not meet the applicable standard of care for managing a client’s assets. Investments by Wellington Management

Our Error Resolution Council, a cross in products we manage functional group of senior professionals, From time to time, we provide seed capital in oversees review of the facts and connection with the launch of a new Sponsored circumstances underlying a potential Error and Fund, other pooled investment vehicle that we determination of whether the event constitutes manage, or feeder funds set up to facilitate an Error. We may consider a variety of factors investment into Sponsored funds. We also in determining whether an event constitutes an invest capital in one or more Sponsored Funds Error, as set forth in our Policy Regarding that are designed to develop new investment Errors and Error Resolution. By way of approaches and do not accept external example, a breach of investment guidelines, if investments. These investments are not corrected the same day, may be deemed a significant to our financial position. non-Error (where permitted by law and contract). A breach of contractual investment Client investments in securities issued guidelines that is not caused by Wellington by other clients Management or its agents generally will not be Our client list includes numerous corporations considered an Error. We attempt to resolve that issue publicly traded equity and/or debt similar situations in a consistent manner, securities. In addition, we manage assets for although industry practice and our view as to sovereign and quasigovernmental entities that whether we have met our standard of care may issue publicly traded securities. Given the change over time. In rare circumstances, in breadth of the firm’s client base and its order to resolve a dispute with a client, we may investment platform, we frequently invest decide to compensate a client for a loss even client assets in the securities of entities with though we believe it is not a compensable which our firm has a client relationship. Error. Client investments in products we If we determine that we have made an Error in manage a client’s account, we will typically compensate We may invest client accounts in Sponsored the client for the direct monetary losses the Funds when authorized by the client. In those Error caused in the client’s account. Unless situations, the assets invested in the prohibited by applicable regulation or a specific Sponsored Fund are generally excluded for the

20 purposes of calculating the management fees portfolio manager for a specific order for a at the separate account level. However, when a client account; client cash flows; the liquidity of client expressly agrees, an account will pay a the securities involved; and other relevant composite fee based on the fees charged by market information. Orders may be added to a the various Sponsored Funds and/or block over a reasonable period of time during approaches in which it invests and the assets the trading day without first allocating allocated to these investments. As a result, executed shares if Global Trading believes that allocations to some Sponsored Funds or the additional orders are based on the same approaches may result in higher fees than news item, analyst recommendation or other other allocations. We monitor these triggering event that prompted the first order, arrangements to ensure that allocation or that the addition of the orders will not have a decisions are based solely upon an account’s material impact on the block order. investment objectives, guidelines, and risk tolerance. While we typically aggregate similar orders, we may not do so in a number of circumstances, including where Global Trading determines IX. Brokerage practices that: Our core business practices regarding trading and brokerage are set forth below. We have • Order terms such as price sensitivity or also sought to describe conflicts that arise in urgency to complete the trade differ connection with the execution of trades for significantly. In those circumstances, the client accounts and the measures we use to trader handling the orders attempts to manage those conflicts. contact the portfolio managers involved to

determine whether their intentions will be Global Trading executes all orders for trades affected by the terms of the other orders. directed by our firm’s portfolio managers. Our Once those conversations are concluded, Global Trading professionals have the trader may sequence the orders in the responsibility for selection of brokers, process of seeking best execution. negotiation of commission rates, and overall Likewise, when Global Trading becomes trade execution. aware of new information that it believes

might affect a portfolio manager’s Trades may be executed through electronic instructions regarding an order prior to its trading strategies, including broker-sponsored completion, Global Trading will seek to algorithms, direct trading between client contact all appropriate portfolio managers accounts, or by manually working an order with and proceed in accordance with any one or more counterparties. Trading policies revised instructions. A material change to a are developed and monitored by our cross- portfolio manager’s instructions may also functional Trading Policy Review Group. result in the separation of that order from the aggregated orders. A. HOW WE TRADE LIKE ORDERS • Client account constraints, such as Aggregation of orders operational rules, broker/dealer selection Given our diverse investment platform, we requirements or limitations on minimum frequently have open orders to buy or sell the transaction amounts, may require orders same security in more than one client account. to be traded separately from the aggregate When orders are substantially similar, Global order. Trading typically aggregates them and places a block order with one or more brokers. • Program trades or trades with low Our trading professionals use guidelines in execution requirements may be traded deciding whether to aggregate orders. They separately from other orders without a consider factors such as: the time frame over material impact on other orders. which different portfolio managers wish to build, reduce or eliminate a position; price limits and other instructions established by a

Client accounts with orders traded separately While we believe that a pro rata allocation may receive a different and inferior price from treats clients fairly in most instances, we those accounts participating in the aggregate recognize that a rigid formula will not always order. lead to a fair and equitable result. Accordingly, Global Trading or any portfolio manager may Allocation of executions ask our Chief Compliance Officer (or the Chief As an aggregate order is filled, we allocate Compliance Officer’s designee) for an securities or cash among the participating exception to the standard order aggregation accounts pro rata, based on the order size and trade allocation processes described specified by the portfolio manager at the time above. These exceptions are rare and will be of order entry. Except as described below, each granted only when we believe that all clients participating client account receives a will be treated fairly under the proposed percentage of the executed portion of the allocation. order based upon each client account’s percentage of the entire order. In some Initial public offerings of equity circumstances, additional allocation securities restrictions or preferences are dictated by the The allocation of equity IPOs is described in local market requirements or the issuer. When How we allocate equity IPOs. an aggregate order is filled through multiple executions, we allocate equity securities, where possible, at the average execution price, B. HOW WE HANDLE COMPETING accounting for any differences in applicable TRADES commission rates across client accounts. Our diverse investment model often causes us Similarly, we allocate fixed income instruments to execute trades for one client that differ (including new issues) pro rata at each from, or conflict with, trades we are executing executed market level. In both cases, we on behalf of another client. For example, one generally round the allocation to a given portfolio manager may be attempting to buy a account to the nearest round trading lot. security for one client account while another portfolio manager is selling the same security When an aggregate purchase or sale order is for another client. Likewise, one portfolio only partially filled, our allocation of securities manager may sell short a security for one client or sale proceeds among participating client while a different portfolio manager is accounts can deviate from a pro rata allocation purchasing the same security in another client because the size of the allocation to a given account. We seek to obtain best price and account fails to meet one or more of the most favorable execution on all orders, but one following criteria: a minimum lot size imposed client may receive or appear to receive a more by the issuer, a round trading lot size favorable outcome. established by the relevant exchange or market convention, client-directed guidelines Direct trading between accounts setting minimum position sizes, or a minimum When we have orders to buy and sell the same allocation amount that we impose based on security on the same terms and at the same our judgment regarding the position size time, Global Trading may consider doing a needed to attain reasonable liquidity and ‘‘direct trade’’ between the client accounts that pricing in the market. In these instances, our are involved. Direct trades can provide a Global Trading systems allocate the securities benefit to both clients in the form of reduced or cash using methods designed to achieve fair market impact and reduced transaction costs. and equitable allocations for all clients over However, not all clients are permitted to time. Sometimes the application of these engage in direct trades. criteria will prevent a client from participating in the allocation for a purchase or sale order We may execute a direct trade between client entered for the client’s account. accounts when we believe that trade is

appropriate for all accounts involved and consistent with applicable law and client

22 guidelines. We limit direct trades to securities part of our trading activity in that security on for which market quotations or current market behalf of clients for whom we have trading prices as determined by reference to discretion. When the communication of the independent third-party vendors are readily recommendations is delayed, the delay may be available. We effect direct trades at the current significant, and it may adversely affect the market price for that security. The price the clients who execute or direct the broker/dealer may charge clients customary trades themselves obtain. When the transfer fees to complete the transaction or recommendations are not delayed, our trading brokerage commissions consistent with desk may find itself competing against those applicable law and regulation. Global Trading clients in the marketplace for the securities in has sole discretion over whether and when to question. That competition could have an effect direct trades between eligible client adverse impact on the price obtained by all accounts and may choose not to do a direct clients. trade even if the accounts involved are permitted to do them. We frequently execute trades that are otherwise eligible for direct C. OUR BROKERAGE PRACTICES trading through broker/dealers, as described Our firm’s relationships with broker/dealers, immediately below. particularly those affiliated with large financial services organizations, are complex. We use Contra orders broker/ dealers to execute trades on behalf of We execute contra orders (orders on opposite clients, but we also have many other sides of the market) for accounts we manage relationships with them. Some examples in a manner designed to provide adequate include: market exposure to both orders. We generally place contra orders with different • We invest client assets in securities issued broker/dealers, but also use alternative trading by broker/dealers or their affiliates; systems such as electronic communications • We provide investment management networks when Global Trading determines that services to certain broker/dealers or their the alternative trading system offers adequate affiliates; market exposure for the trade. We do not • Broker/dealers serve as counterparties to consider trades executed on alternative trading a variety of investment instruments, systems with adequate market exposure to be including derivatives that we manage on direct trades. behalf of our clients; • Certain broker/dealers serve as prime We purchase securities from a broker to which brokers to one or more of our Sponsored we have recently sold the same securities Funds; when we believe that doing so is consistent • Certain broker/dealers provide both with seeking best execution, particularly where internally generated and third-party that dealer is one of a limited number of research and analytics to us as part of brokers who hold or deal in those securities. trade executions that we place on behalf of We do not consider trades executed in this our clients; manner to be direct trades between client • Family members of some of our personnel, accounts. including members of Global Trading, are employed by broker/dealers and third- Trades executed or directed by clients party research providers; and In some circumstances, we make investment • Certain broker/dealers distribute some of recommendations or provide model portfolios our Sponsored Funds. to clients who execute their own securities transactions or who direct us to execute a All of these relationships pose the potential for recommended transaction only after their own a conflict in the selection of broker/dealers to internal review and approval. Those execute trades in client accounts. For example, recommendations are sometimes we understand that our firm has an incentive to communicated after we have completed all or select broker/dealers that provide research in

23 connection with client trade executions or that Broker/dealer selection confer some other benefit to us or our An essential component of seeking Best personnel. Execution is broker/dealer qualification. We maintain a broad list of approved One way we manage the conflicts created by broker/dealers through which we can execute these multifaceted relationships is through our trades in client accounts. Each of our traders structure. We have assigned responsibility for has discretion to decide which of those different activities to separate and distinct broker/dealers to use in executing specific business groups within our firm. All of our transactions. The trader considers the wide trading activity is directed by Global Trading, range of brokerage services and capabilities while investment matters are handled by the applicable to a particular transaction and appropriate portfolio management and attempts to select a broker/dealer that is research teams with assistance and support among those most capable of providing Best from our portfolio services group. Client Execution. On any given trade, the relevant relationships are managed by the global brokerage services and capabilities can include relationship and client services groups. Global the ability to execute a difficult or unique trade, Trading also assigns coverage of trading the ability to provide anonymity and relationships with broker/dealers so that no confidentiality, the breadth of the member of Global Trading is in a position to broker/dealer’s counterparty relationships, the direct trades to a family member employed by likelihood of execution, the likelihood and a broker/dealer. timeliness of settlement, the broker/dealer’s underwriting capabilities, its use of In addition to these structural arrangements, automation, and its willingness to commit we manage the conflicts in our relationships capital. The applicability and importance of with broker/dealers through our brokerage specific criteria will vary depending on the policies, as described below. nature of the transaction, the market in which it occurs, and the number of broker/dealers Best Execution that are capable of executing the transaction. A We seek best available price and most trader may or may not solicit bids from favorable execution (Best Execution) of the multiple broker/dealers based on that trader’s orders directed by our portfolio managers. We judgment of the expected impact of a broad define Best Execution as a process, not a solicitation on the execution of that result: it is the process of executing portfolio transaction. transactions at prices and, if applicable, commissions that provide the most favorable In seeking Best Execution, eligible orders may total cost or proceeds reasonably obtainable be executed through electronic strategies under the circumstances (taking into account where broker/dealer selection is based on all relevant factors). Trading practices, predetermined criteria. regulatory requirements, liquidity, public availability of transaction information and While a trader does not consider research commission structures vary considerably from services when selecting a broker/dealer, we one market to another. Best Execution may execute orders with broker/dealers that incorporates many such factors, as well as the provide research services to us when the portfolio manager’s investment intentions, and trader handling the order believes that the involves an evaluation of the trading process broker/dealer can provide Best Execution. and execution results over extended periods. We regularly monitor our trade executions to Foreign currency transactions assess our effectiveness in seeking Best We generally use broker/dealers to execute Execution and use third-party analysis where foreign currency transactions. However, we applicable. We can never know with certainty trade foreign currency through a client’s that we have achieved Best Execution on any custodian when legal requirements or given trade, but we believe that over time we operational considerations make executing do achieve Best Execution. through a broker/dealer impractical. For

24 example, we issue standing instructions to We negotiate commission rates with client custodians to effect foreign currency broker/dealers in advance of trading based on transactions related to the repatriation of the various types of trade execution that our income. client accounts may need. In many cases, we also negotiate commission rates with Counterparty risk broker/dealers to include research services We recognize that, as a by-product of that are bundled with execution services. We investing, counterparty exposure is an attempt to negotiate rates that maximize the unavoidable risk for all client accounts. We benefits received by our clients for their seek to preserve the ability of clients to take commission expenditures. Those benefits can advantage of investment opportunities while include, but are not limited to, trade execution, prudently mitigating counterparty risk through the willingness and ability to commit capital counterparty selection and monitoring, trading and the availability of investment research discipline, standardized over-the-counter provided by the broker/dealer. While some agreement terms and dedicated operational client accounts routinely make use of a range functions that oversee confirmation of trades, of services provided by broker/dealers, an collateral management and pricing. Our account may make use of a particular service traders execute transactions only with only rarely, if at all. As we cannot always approved counterparties. predict when orders for a client account will require a particular service, we believe that We periodically review all trading access to the full range of services provided by counterparties under a risk-based framework. broker/dealers generally benefits all client The extent and timing of these reviews vary accounts. In the case of client accounts based on our assessment of the potential risks managed in strategies that we deem wholly associated with the type of trading we conduct systematic, Wellington Management has with that counterparty. We use both internal negotiated reduced commission rates for US and external analysis in conducting these algorithmic executions that we deem eligible. reviews, as appropriate. While we believe that The reduced commission rates reflect their these measures reduce the risk that a limited use of direct research. When orders for counterparty default will have a major impact these client accounts are aggregated with on client accounts, they cannot guarantee that other like orders for different strategies, the investment losses associated with a major lower rate is not available. Global Trading counterparty default will be averted. retains discretion to determine whether the aggregation of orders is appropriate. Commission rates When applicable, brokerage commissions play Client commissions and research an important role in our evaluation of Best benefits Execution. As with other aspects of Best Our investment professionals use research Execution, we believe that an analysis of provided by broker/dealers (Research commission costs must be multifaceted. The Services) in their decision making process. most appropriate commission on a trade is not Research Services include written material and always the lowest available commission. Many analyses, conversations with analysts at the orders require skills and/or services that are research firms, meetings with corporate not available at the lowest possible management and access to experts in a variety commission rate. The trader seeking to of fields, such as government officials, doctors, execute a specific order has full discretion to researchers, lawyers and scientists. Some of pay the commission rate necessary to pursue these Research Services are proprietary Best Execution of the order and selects a services developed by the broker/dealers specific broker/dealer and commission rate themselves, and some of these Research based on their assessment of the execution Services are sourced from and developed by requirements for the particular order. third-party research firms.

We believe that our clients benefit from our to link soft commissions generated by a access to Research Services. Research client’s trading activity to Research Services Services can supplement our own internal that are specifically used by the investment research, particularly with respect to smaller professionals making investment decisions for issuers or niche markets. Research Services that client’s portfolio. Rather, we use the pool can also help investment professionals of soft commissions generated by all eligible understand external perspectives on a given client trading activity to pay for Research issuer, market or topic. However, market Services consumed by any of our investment practices, regulatory constraints and our own professionals. While we believe that all of our choices regarding the provision of Research clients benefit from our robust investment Services give rise to a number of conflicts discussion across asset classes and between us and our clients and among our investment approaches, some clients clients. contribute more directly to the cost of obtaining Research Services used to inform In most cases, broker/dealers provide that discussion. Research Services as part of a package of services bundled with client trade execution The use and importance of Research Services services. Our clients generally pay trading to an individual portfolio manager’s day-to-day commissions that cover both the cost of investment process varies among our diverse Research Services and the cost of execution investment styles. The breadth of use for a services. (The portion of the bundled given Research Service also varies based on its commission that goes towards payment for content. Some Research Services cover topics Research Services is often referred to as ‘‘soft of wide interest that benefit a broad group of dollars’’ or ‘‘soft commissions.’’) This practice client accounts, while others cover specialized creates a conflict between us and our clients. topics that benefit a narrower segment of When client accounts pay bundled commission accounts. In addition, some client accounts rates that include credits for Research generate more trading commissions than Services, the commission rates are higher than others. For example, mark-ups and mark- the lowest available rate. While these trading downs charged by broker/dealers (in lieu of commissions are paid for by our clients’ commissions) for transactions in fixed income accounts, the Research Services are provided securities, currencies and derivatives are to us. We thus receive a benefit because we do typically ineligible for Research Service credits, not have to pay for the Research Services and some investment approaches trade based ourselves. As a result, we may have an only on quantitative inputs or simply trade less incentive to select broker/dealers based on frequently than others. As a result of these and our interest in receiving Research Services other similar factors, some client accounts instead of our clients’ interest in receiving the whose commissions pay for Research Services most favorable execution. may not directly benefit from them, and some client accounts may benefit from Research In some cases, a broker/dealer may execute a Services without generating commissions that portion of an equity trade order using pay for them. securities or cash from its own inventory in order to complete the transaction. In these We may use some Research Services both to instances, client trades executed at higher assist in the investment process and for other bundled commission rates will not yield all the business purposes. In these ‘‘mixed use’’ Research Service credits anticipated at the circumstances, we will either allocate the cost time we placed the order, because of the services between client commissions commissions paid for the portion of the order and our own resources based on the executed by the broker/dealer as principal are proportionate use for each purpose, or we will not eligible to pay for Research Services. pay for the entire service ourselves.

Our approach to sharing research among our The business model bundling trade execution investment professionals also generates a with Research Services prevails in most conflict among our clients. We do not attempt markets where we do business and manage

26 client assets. However, in January 2018, new and to the extent that it is consistent with our rules regarding the use of client commissions regulatory obligations, including our obligation to acquire Research Services took effect in the to seek Best Execution. The ability to direct European Union (EU) (these rules were client trades is also limited by operational implemented in, and remain in effect in, the constraints. Trading instructions vary by client United Kingdom). Those rules significantly and our ability to meet those requests change the way broker/dealers price and depends, in part, on the characteristics of the provide their services. Those rules, the conflict securities and markets in which the account between those rules and the regulatory invests and the capabilities of the requirements in other major markets and the broker/dealers. In addition, we have manner in which we have chosen to respond to determined that certain categories of those rules combine to generate additional transactions are not eligible for client direction. conflicts between us and our clients and Moreover, we will limit the aggregate amount among our clients. of a client’s trades that are directed to a broker/dealer if we believe that the limitation is After considering the impact of the EU rules on reasonably necessary to allow us to seek Best our global clients and our global business, we Execution. These directed brokerage decided to pay for Research Services related to instructions are distinct from client our European business out of our own instructions restricting broker selection or resources. The remainder of our business imposing other trading-related constraints with continues to obtain Research Services under respect to that client’s account, which may the bundled model. Client accounts that we impact our ability to seek Best Execution on consider to be part of our European business trades made pursuant to those instructions. pay execution only rates on their equity trades, (See Aggregation of orders.) and as such these accounts pay lower overall commission rates on equity trades than in In rare circumstances, we use ‘‘step-outs,’’ a accounts not considered part of our European process by which one broker/dealer steps out business including when their orders are of all or a portion of a transaction and allows aggregated with orders for other accounts. We another broker to act as the broker of expect global market practices will continue to commission credit, in connection with client- evolve in response to the changes in the EU directed brokerage instructions, or to resolve over time. We may make further adjustments unexpected problems in the trading process. to our policies and practices as that happens. Executing broker/dealers generally do not view step-out transactions as profitable business Client-directed brokerage and step-outs and thus may limit or refuse to engage in step- We do not enter into agreements, expressed or out transactions. implied, to select a broker/dealer for trade execution as remuneration for recommending We generally do not recommend brokers to Wellington Management as an investment clients. However, we will occasionally adviser. We do not knowingly place recommend brokers to clients who solicit transactions with a broker/dealer in brokerage recommendations in connection recognition of sales of pooled investment with a specific trade or in connection with the vehicles we manage. However, we do not client’s selection of a directed brokerage disqualify broker/dealers for trade executions program. Neither our firm nor any of our simply because the broker/dealer has referred personnel receives any product, research clients to us or has sold or recommended services or other remuneration for those pooled investment vehicles or separate recommendations. account products advised or subadvised by us. Trades executed using broker capital Some clients direct us to place orders for their We engage broker/dealers as ‘‘at risk’’ account with specific broker/dealers that counterparties to trades for client accounts provide services to that client. We only agree to (capital trades). Capital trades require this type of direction on a ‘‘best efforts’’ basis broker/dealers to place their own capital at

27 risk with respect to either the particular client may incur significant trade ticket, security or the collection of securities that is custody and related fees due to multiple the subject of the client order. We use capital transactions. The impact of these costs tends trades as part of the ongoing management of to be higher for smaller accounts or for client accounts, as well as to facilitate account accounts invested in certain markets. We may, transitions. However, capital trades are not in our sole discretion, accept client instructions used proportionately across all client accounts to impose minimum transaction amounts on and may not be used at all for some accounts. that client’s account on a ‘‘best efforts’’ basis in As with all transactions, we exercise our order to manage the cost of trading the judgment in determining whether a capital account. Instructions of this type are likely to trade is consistent with seeking Best Execution cause the client’s order to be traded after any under the circumstances. aggregated orders that do not have similar restrictions. (See Aggregation of orders.) Although we may establish a stated commission rate in connection with these transactions, our assessment of Best X. Review of client Execution for these trades focuses on the prices our clients receive (taking into account accounts all relevant factors), rather than the The management teams for each of Wellington commissions paid. These prices may be Management’s investment groups within the influenced by the size of our past and future Investment Platform (Directors, Associate business with respect to all of our clients’ Directors or Heads of the Investment Platform) trading activity with a broker/dealer. In any have responsibility for the review of portfolio given situation, we may alter the terms of a managers and the accounts they manage. principal bid trade after they have been agreed Peer review groups, market risk managers in upon, if we believe that the terms negotiated Global Risk and Analytics Group (GRA) and have become unfair either to our clients or the investment directors in Investment Product broker/dealer due to changed circumstances. and Fund Strategies (IPFS) support the management teams in their review. These groups are intended to support our firm’s Affiliated brokers fiduciary responsibility to provide competent We do not own or control a broker/dealer that and professional investment management executes securities trades for client accounts. services to our clients by reviewing the Clients, including registered mutual funds, that investment process and performance of have trading restrictions and/or reporting investment teams. While we believe in the obligations with respect to principal or agency importance of the clear accountability of the transactions with particular brokers or dealers management teams, we also recognize the are required to notify us in writing of those benefits of having multiple groups with affiliations and any associated trading functional expertise support these restrictions for their accounts. management teams.

D. HOW WE MANAGE OTHER Investment teams managing client portfolios TRADING-RELATED COSTS are reviewed by one or more peer review groups. Peer review groups comprised of A trader may fulfill a single order through a seasoned investment professionals with number of smaller transactions. The number of relevant market experience are convened participating accounts, aggregation of other regularly and review topics such as investment like orders, execution strategy, market philosophy, process, performance, and other structure, liquidity and the number of topics deemed relevant by the group. The goal execution venues used can result in multiple of the peer review is to offer portfolio transactions. The number of transactions per managers the advice and guidance to foster order tends to increase where the liquidity of portfolio manager development, and to provide the security is low or where the firm’s overall inputs into the supervision exercised by line aggregate order size for a security is large. A management. Portfolio managers receive

28 feedback from their review group, which is in databases that they maintain to describe the shared with line management and other services provided by investment managers. We relevant groups. A peer review group attempts may pass the costs associated with to review each team assigned to it at least participating in these databases on to the every two years. clients who utilize those databases. In these circumstances, those costs would affect the Our global relationship and client services fee we charge to clients who use those groups provide a variety of reporting and other databases. services to our clients. We provide detailed portfolio information on our client web site on an ongoing basis. On a quarterly basis, we B. OUR RELATIONSHIPS WITH typically provide a written reporting package, CONSULTING ORGANIZATIONS AND including an update of the holdings, OTHER INTERMEDIARIES transactions and performance of the client’s Many of our clients and prospective clients account as well as commentary on current retain investment consultants to advise them positioning. As part of this package, we on the selection and review of investment typically share the portfolio manager’s views managers. We have extensive dealings with on the economy and markets. In addition, we investment consultants both in the periodically provide our clients with white consultants’ role as advisors for their clients papers on asset allocation issues, investment and in independent business relationships. strategy questions and other relevant topics. We provide consultants with information on Clients receive different levels of service from accounts we manage for our mutual clients, our firm or have varying access to our pursuant to the clients’ directions. We also investment and other personnel, including provide information on our investment styles varying opportunities to discuss current to consultants, who use that information in investment trends or themes. Some of our connection with searches they conduct for clients receive investment reports or analyses their clients. We also respond to requests for that other clients do not receive. We make proposals in connection with those searches. decisions about the level of service offered to Other interactions we have with consultants any client or group of clients based on a review include the following: of client needs and our business considerations. • We invite consultants to events or other entertainment hosted by our firm. XI. Client referrals and • In some cases, we serve as investment adviser for the proprietary accounts of other compensation consultants or their affiliates, or as advisor or subadvisor for funds offered by consultants and/or their affiliates. A. SOLICITATION OF BUSINESS • We purchase software applications, access We rely primarily on the business development to databases and other products or and marketing activities of our personnel to services from some consultants. solicit new business. However, we have • We may pay for the opportunity to entered into arrangements to pay third parties participate, along with other investment to solicit new business on behalf of our firm. In managers, in conferences organized by those circumstances, consistent with the consultants. These conferences provide us requirements of applicable law, we will provide with the opportunity to discuss a broad or require the solicitor to provide an variety of business topics with consultants, appropriate disclosure statement to clients clients, and prospective clients. and prospects regarding that arrangement. Upon request by individual clients, we provide We pay some third parties to include information regarding the existence of a information about our investment approaches relationship between our firm and that client’s

29 consultant. In general, however, we rely on the Clients should carefully review any statements consultant to make the appropriate disclosure or other reports that they receive from a to its clients of any conflict that the consultant custodian and compare them to the client believes to exist due to its business reports provided by us. relationship with our firm.

From time to time, our Sponsored Funds’ XIII. Investment prime brokers will introduce to us potential investors in those funds. Introductions are discretion made either at conferences sponsored by the We exercise investment discretion on behalf of prime broker or through private meetings. We our client accounts only when expressly do not compensate the prime brokers for authorized to do so in writing by the client. We making those introductions and we conduct exercise this discretion in accordance with our own due diligence regarding the suitability client guidelines and limits we place on the of any potential investor referred by a prime aggregate ownership of individual equity broker. securities across all client accounts.

XII. Custody A. CLIENT GUIDELINES Our clients deposit the assets we manage on In exercising investment discretion, our their behalf in separate accounts maintained portfolio managers manage client accounts in by third-party custodians. Our firm generally compliance with account guidelines, which are does not have possession, or the authority to often customized to reflect a particular client’s obtain possession, of assets held in client investment objective, benchmark, risk accounts in our role as investment manager. tolerance and other requirements. Initial client account guidelines are established by We nevertheless seek to safeguard client agreement between us and the client and are assets against unauthorized access or typically included as part of the investment disposition in a number of ways. We separate management agreement. From time to time, investment management, trading, operations we negotiate changes to account guidelines and client relationship management with a client. We document changes to client responsibilities. We maintain access controls guidelines and provide those changes to the around the systems used by trading and by account’s portfolio management team. We portfolio management to ensure that trades employ a variety of methods to assist portfolio are authorized. Finally, we periodically managers in complying with client guidelines. reconcile records of client funds and securities This support includes a dedicated team of to the client’s custodian records. guideline monitoring personnel, compliance systems technology, exception identification Our Sponsored Funds also generally maintain and escalation, periodic training, consultation their assets in accounts held at third-party and review. custodians. Because Wellington Management affiliates often serve as the trustee or the B. LIMITS ON AGGREGATE general partner of, or hold another comparable position with respect to, a Sponsored Fund, we OWNERSHIP take additional measures to safeguard these We monitor the extent of the aggregate assets. Our Sponsored Funds provide audited ownership of classes of equity securities financial statements to their investors on an across all client accounts over which we have annual basis. In addition, clients with transition investment discretion and we have adopted a accounts that we manage in connection with policy which places limits on our aggregate an investment in our Sponsored Funds will ownership levels. Those limits are based partly receive required account statements from the on regulatory and/or legal considerations custodian at least quarterly. related to large shareholdings and partly on investment risk management considerations. On occasion, a specific limit is imposed by law

30 or regulation, but more frequently we impose The limits we place on aggregate ownership of ownership limits based on our subjective securities across client accounts can cause judgment. For example, we voluntarily limit performance dispersion among accounts with aggregate ownership of some securities to similar investment guidelines managed by the avoid public reporting requirements for our same portfolio manager. For example, a firm or our clients. While we believe that our portfolio manager would not be able to invest a aggregate holdings limits generally represent a new account’s assets in a security when the prudent level of investment risk, the size of our security has reached the firm’s aggregate firm’s aggregate holdings in a given security ownership limit. This occurs more frequently may affect the price at or speed with which we with respect to accounts invested primarily in are able to liquidate client holdings. stocks in the small- and mid-capitalization ranges. In most cases, we place an initial limit of 9.9% of issued and outstanding shares on aggregate holdings of any public equity class of security XIV. Voting client of a given issuer across client accounts. Any investment professional may request an securities increase in the aggregate ownership level Clients often give us discretion to vote proxies above this initial level. The firm’s regulatory on securities held in their accounts. Our ability reporting group can increase the level following to vote proxies depends on the client’s a review of legal, regulatory and market custodian delivering the proxies in proper form considerations. For increases above 15%, the and in a timely manner to us or our agent. regulatory reporting group will obtain the approval of the line managers of the portfolio We vote proxies in the best interests of our manager initiating the request and of any other clients as shareholders and in a manner that portfolio manager who holds the shares in we believe maximizes the economic value of client accounts. their holdings. Our proxy voting guidelines set forth broad guidelines and positions on We may exceed the aggregate ownership limit common proxy issues that we use in voting for a security involuntarily as the result of a proxies, but we evaluate each proposal on its share buyback or other corporate action that merits. The portfolio manager for the client reduces the number of shares outstanding. account has the authority to decide the final Although we do not have a policy that requires vote, absent a material conflict of interest. The managers to reduce their holdings due to vote entered on a client’s behalf with respect to involuntary decreases in shares outstanding, a particular proposal may differ from the proxy we sometimes reduce a client’s holdings to voting guidelines and/or from the vote entered comply with applicable law or regulation or on behalf of another client. based on our subjective assessment of the risks associated with holding large positions of Conflicts of interest the issuer. This action may cause the client to From time to time, we will have a business sell shares under adverse circumstances. We relationship with an issuer whose securities are do not consider shares of a security that is held in a client account. The issuer may be a nearing the aggregate ownership limit to be an client, vendor or a lender. Our broadly inherently valuable and scarce investment diversified base and functional lines of opportunity. As a result, competing orders for responsibility serve to minimize the number of, those securities are allocated based on the but not prevent, the conflicts created by those general provisions of the firm’s trade allocation business relationships. policy, which is described in greater detail in How we trade like orders. When we execute sell Annually, the Investment Stewardship orders that bring our clients’ ownership level Committee sets standards for identifying below the aggregate ownership limit, we inform material conflicts based on our client, vendor all investment personnel that additional and lender relationships and publishes those to purchases of shares are no longer restricted. individuals involved in the proxy voting process.

assistance with the development of product If a proxy is identified as presenting a material and marketing strategies; assistance with the conflict of interest, the matter must be development of marketing materials, including reviewed by designated members of the presentations, newsletters, brochures and Investment Stewardship Committee, who will investment communications; and product and resolve the conflict in the best interest of the investment training for the clients’ sales client and direct the vote accordingly. Because personnel. In each case, marketing strategies identifying potential conflicts is a self-reporting and materials are subject to the ultimate process, if the apparent conflict is not raised by oversight, approval and control of the client. someone within the firm it may not be The client also remains responsible for its identified and reviewed by the Investment compliance with applicable laws and Stewardship Committee. regulations. We may also, on a case-by-case basis, provide financial support for marketing Other proxy issues events when requested by certain mutual fund In certain instances, we are unable to vote or or other subadvisory clients. As with client may determine not to vote a proxy on behalf of service, decisions regarding marketing support one or more clients. For example, a proxy vote services and financial support are based on our might not be entered because the securities business considerations. involved have been lent out under a client’s securities lending program. In a number of Consulting services countries, the need to block or reregister We also provide various consultative services shares in order to vote proxies may make to a number of our clients, including insurance voting undesirable. In addition, proxies may not companies and other institutions. These arrive in a timely fashion. We may determine services include consulting on: a client’s that the cost of executing the proxy is general account assets, including asset and excessive or may lack sufficient information to liability matching; cash flow analysis; the timing cast an appropriate vote. If a client wishes to of impairment of assets; and implications for direct the voting of their securities with respect the client’s assets resulting from to a particular solicitation, they may do so by restructurings, capital redeployments, asset providing us with timely, written instructions. sales and other transactions contemplated by We only agree to this type of direction on a the client. In addition, from time to time we best efforts basis and to the extent consistent provide investment risk analysis or custom with our regulatory obligations. research services with respect to a client’s or prospective client’s portfolio. Our clients retain We provide our clients with information on how all decision-making responsibility on these we voted securities in their respective matters. accounts, as well as our Global Proxy Policy and Procedures, upon request. In the course of these consultations, we may receive information that is material to a client’s operations. In some instances, the client may XV. Ancillary services be a public company whose debt or equity We provide a range of ancillary services to a securities we hold on behalf of other clients. subset of our clients. We generally do not Our possession of material inside information charge separate fees for these services, which may affect our ability to transact in those include but are not limited to those described securities for our other clients. Greater detail below. on our policies and procedures to prevent the misuse of material, non-public information is Marketing support services discussed in Control over use of material, non- We provide technical expertise to support the public information. marketing efforts of some of our mutual fund and other subadvisory clients. Some clients receive more marketing support than others. Projects in which our marketing team collaborates directly with clients include:

Educational services Nonetheless, in some instances, aggregate We provide a variety of educational purchases can be a material portion of the opportunities to our clients and prospects. shares offered in the IPO and contribute to the Those opportunities include roundtable forums success of the IPO. The accounts that hold the or investment institutes where clients meet investments in the private companies benefit and exchange investment ideas and from the liquidity resulting from the IPO. techniques with our personnel. We also provide some clients with educational services related Investments in private companies are generally to various investment topics such as asset illiquid and hard to value because of regulatory allocation, portfolio construction and risk and contractual limits on their transferability analysis, and integration of ESG factors. We and the lack of a trading market. We may not select the clients who receive these services at be able to liquidate a client’s investment in a our discretion. private security at the time the client terminates our advisory services. If that Some educational programs include an happens, the client or its subsequent adviser entertainment component. While we take will need to take on management of the private responsibility for our own compliance with company investment going forward. We will legal restrictions on our ability to provide gifts not invest in private companies on behalf of a or entertainment to clients, we cannot monitor client without the client’s permission. For client or track our clients’ compliance with applicable accounts that allow private company laws or other requirements. We rely on the investments, we apply some internal risk recipients of the various ancillary services management limits on both the amount of described above and/or attendees of these private company securities that can be events to comply with these laws, as well as purchased for particular client accounts and their own internal ethical and reporting the aggregate level of ownership in a given policies. private company across all of our client accounts. The account-specific limits vary based on client type, and are less restrictive for XVI. Other investment our Sponsored Funds that invest all or a significant portion of their assets in private information companies. Our internal risk management limits could prevent a client account from A. INVESTMENTS IN PRIVATE participating in an investment opportunity that the portfolio manager would otherwise COMPANIES recommend for the account. We invest in private companies for some client accounts, including our sponsored hedge funds. We manage a number of Sponsored B. PRICING AND VALUATION Funds that invest all or a significant portion of We seek to maintain accurate market their assets in private companies. Although we valuations of the holdings in our client generally restrict all client accounts from accounts. We determine values of all securities buying securities in an IPO when any client and other instruments held in client accounts account is a selling shareholder in the IPO, at least monthly. Where reliable third-party these instances are rare. More commonly, we vendor prices are readily available, we update will participate in an IPO for some accounts those values daily. In addition, we determine while we hold restricted shares of the company fair values for securities and other instruments in other client accounts. When a portfolio for which market quotations are not readily manager holds private shares of a company in available or when the price provided by a some client accounts at the time of the pricing source does not, in our view, represent company’s IPO, we may limit the amount the fair value. This pricing is done primarily to portfolio manager can purchase in the IPO on assist our portfolio managers in managing behalf of other client accounts or we may not client accounts, although certain clients have allow those accounts to participate at all. agreed to use these prices when calculating

33 the market value of their accounts for small number of investors, whose assets make purposes of calculating our management fees. up a significant portion of the total assets we manage in that investment approach. As a We do not act as the pricing agent of record in result, trading activity in one client account our capacity as advisor or subadvisor for client may adversely affect the price of securities accounts, though we will provide assistance to held in other client accounts. In addition, a the official pricing agents of those accounts, client’s decision to redeem or liquidate an usually custodian banks or accounting agents, account could adversely affect the price of upon request. For example, we provide securities in other accounts and impair the recommendations regarding the appropriate liquidity and ability to redeem or liquidate all pricing methodology for fair-valued securities similar accounts. On the equity side, these held in client accounts and often will act as the risks are greater in small- and micro-cap equity primary or sole pricing source for fair-valued investment approaches, which invest in thinly securities held by our Sponsored Funds. In traded and less-liquid securities. With respect each instance, however, the official pricing to fixed income investments, these risks are agent retains responsibility for determining the greater in emerging market, high yield and value of the securities in question. certain municipal securities. However, in times of market distress these risks can impact broad categories of investments. We have no C. RESTRICTIONS ON OUR control over clients’ decisions to terminate our PRODUCTS AND SERVICES services and the vast majority of our client Availability of investment services assets under management are managed We retain sole discretion to decide when and to pursuant to contracts that can be terminated which clients we will provide investment on thirty days’ notice. In practice, we typically services, subject to any specifically negotiated honor a client’s request to waive that notice contractual obligations to particular clients. We provision, so we may have very little advance offer the same or substantially similar warning of the liquidation of an account. investment products and services to more than one client, including mutual fund clients that Portfolio manager capacity compete with each other. We may refuse to We do not track the time a portfolio manager accept a prospective client or investment spends on a single portfolio or account, nor do mandate for any reason. we generally make specific time commitments to specific clients. Senior management with We may make the decision to discontinue an oversight responsibility for our investment investment approach, close an investment professionals periodically assesses whether a approach to new assets or to accept new portfolio manager has adequate time and assets only from specific clients or through the resources to manage the portfolio manager’s firm’s Sponsored Funds. In addition, we may various client mandates effectively. make certain investment approaches available A portfolio manager’s capacity to manage only to certain clients or certain categories of assets for one or more clients may be limited clients, or offer an investment approach only based upon a variety of factors, including the through our Sponsored Funds. Once an number of clients and amount of client assets investment approach is closed for any reason, under management, the complexity of the we may reopen or offer the investment investment product and the portfolio approach at any time, and may offer that manager’s other responsibilities within the approach to some clients but not others. organization. A particular portfolio manager or portfolio management team may be Impact of client decisions unavailable to manage additional assets due to We frequently hold a particular security in capacity constraints on the manager’s or multiple accounts for unrelated clients, team’s time and resources. In some cases, not especially those accounts managed in the every client for a particular investment same investment style. Some of our approach will have the same lead portfolio investment approaches have one investor, or a manager. We may limit or lower the amount of

34 assets that an individual portfolio manager or portfolio management team manages for a We employ controls reasonably designed to new or existing client. assure that our development and implementation of technology systems are Operational issues sound and the systems suppliers we rely on are Our firm generally does not invest cash flows in reputable and competent. We monitor for client separate accounts prior to obtaining systems defects and have processes to confirmation from the relevant custodian that escalate issues for prompt resolution. Our the assets have been received by the custodian technology systems rely on a broad spectrum into the account over which we have of data to operate effectively. Accordingly, we investment discretion. However, in our sole employ risk-based controls around the use of discretion, we may agree to a client’s request data. These controls include diligence of third- to place trades ahead of the confirmed receipt party data providers, monitoring data sources of cash. That decision will be based on a for inaccurate and missing data, and escalation number of factors that, in our judgment, procedures. We devote what we believe to be provide adequate assurances that the cash will appropriate resources to development and be received by the custodian prior to the support of technology systems and to data settlement date for the transactions. Any development, acquisition and maintenance. losses or other costs incurred because a client failed to deliver cash or securities as indicated Despite our control environment, we expect in valid client instructions to us are that client’s that from time to time we will encounter obligation. Our Sponsored Funds have differing systems flaws and that some of the data that policies with respect to the investment of cash we use will be inaccurate. These issues may go contributions. undetected for long periods of time or avoid detection altogether. These issues could affect Liquidation of client accounts the investment performance of portfolios we We may be unable to sell or close all holdings in manage. We believe that we have taken a client account in full or partial liquidation. reasonable steps to mitigate these risks, but do This may result in a client having to take not believe that we can eliminate them investment responsibility over certain holdings altogether. and/or employ a third party to convert these holdings into cash. For example, forward We use computer systems to manage a broad contracts with expirations less than 90 days range of data, including confidential will generally not be closed prior to their information about our clients. We have settlement date. implemented risk-based controls reasonably designed to protect these systems from unauthorized access. We employ technology, D. TECHNOLOGY AND DATA including firewalls and intrusion detection We rely heavily on the use of technology, systems, to secure our computer networks, including proprietary and third-party software systems and data. We train our employees to and data, to run most aspects of our identify various cybersecurity threats and we investment advisory business. For example: utilize various technologies such as encryption, obfuscation and access controls to protect • Some of our investment strategies rely on sensitive information. Finally, we monitor our computer algorithms as part of the network for breaches to verify that our investment process; systems are, in practice, protecting records • Virtually all of our trade instructions are from unauthorized access. Despite all of these entered through and executed utilizing controls, we expect that, from time to time, we electronic systems; and will experience breaches of our systems that will impact our operations or compromise data • We use electronic systems and data provided by proprietary and third-party maintained by the firm. We will respond to sources to monitor compliance with breaches with appropriate resources to investment guidelines. contain and remediate the cause of the breach and restore our operations. If a breach of our

35 system results in the material compromise of opportunity to participate in a transaction for confidential client information, we will certain client accounts. We maintain undertake reasonable efforts to notify any procedures and controls designed to segregate affected client. the information and limit its distribution to a small group of restricted personnel when practical. Those controls can include a E. CONTROL OVER USE OF temporary restriction on trading in an issuer’s MATERIAL, NON-PUBLIC securities across all client accounts, including INFORMATION accounts that will not benefit from the We encourage our investment professionals to transaction being considered. Before we take visit companies in which they might invest and any steps that will result in a broad restriction to meet with senior executives within these on trading, we consider a variety of factors firms. Generally, those meetings are not open including the expected impact on any affected to the public. In discussions with corporate client accounts, the general merits of the insiders or others (including suppliers, investment opportunity and the expected competitors, and brokers), our investment duration of the trading restriction. When a personnel are expected to direct questions temporary restriction on trading in a security is toward customary subjects of investment imposed, a portfolio manager may be required interest, such as current and long-range to forgo an investment decision the portfolio business and industry trends, production and manager would otherwise make in client marketing policies and programs, quality and accounts, which could cause those accounts to depth of management, and financial standards experience a loss or be otherwise and controls. The purpose of these meetings is disadvantaged. not to seek material, non-public information, but to develop knowledge of the company and the industry in a manner consistent with XVII. Our human applicable law. resources policies While our investment professionals do not Our firm has adopted policies regarding our actively seek material, non-public information personnel that may affect some aspects of the in the ordinary course of their research management of client accounts. We believe activities, they sometimes receive it, typically that these policies are necessary and through meetings such as the ones described appropriate to preserve our business interests. above or from a client with publicly traded We may change or amend these policies from securities. If this occurs, employees must time to time in our sole discretion. contact our legal and compliance group, which then reviews the situation. The legal and Non-competition agreement compliance group is authorized to take Each partner of the Partnership has signed, measures designed to protect our firm and our and each newly admitted partner will sign, the personnel from unlawful trading or the Partnership Agreement. This agreement appearance of unlawful trading based upon provides that the partner agrees not to solicit that information. Those measures can include Wellington’s clients for five years following the imposition of information barriers or a withdrawal and is also subject to a non- restriction on trading in the relevant securities. competition agreement of one year following We sometimes impose trading restrictions withdrawal. Upon withdrawal, the partner may even in the absence of a legal requirement to extend the non-compete period to three years do so, based on our determination that the in connection with vesting certain rights to interests of our firm and/or our clients are best post-partnership payments. served by avoiding even the appearance of trading on material, non-public information. Incentive compensation arrangements Our portfolio managers and analysts typically At times, we intentionally obtain material, non- receive incentive payments related to the public information in order to assess an portfolios they manage or to which they

36 contribute investment ideas. Those payments reasonably possible. However, some conflicts are usually determined by a formula based on cannot be avoided, and although others could revenues we receive for those accounts. In be, we have determined that doing so would most cases, portfolio managers have incentive require changes to business or investment compensation arrangements that are also tied practices that, on balance, provide a significant to the performance of the account in question benefit to our firm and/or our clients. relative to the client’s benchmark or objective. In some cases, the incentive benchmark differs Any conflicts that we cannot or have chosen from the client’s benchmark. When we enter not to avoid are managed through policies and into a performance-based fee arrangement procedures that we believe are sufficient to with a client, the portfolio manager’s incentive protect the interests of our clients and fulfill arrangement will typically be a portion of the our fiduciary obligations to our clients. Key fee earned by the firm. A portfolio manager conflicts are described below, along with the may allocate a portion of the portfolio principles upon which we attempt to manage manager’s incentive compensation to team them. Given the relationships among our members, research analysts or other clients, our firm, our personnel, our service investment personnel in recognition of their providers and the companies in which we contributions to the performance of the invest, and the potential for changes in these portfolios managed by that portfolio manager. relationships, there may be new or different All incentive compensation arrangements are conflicts or potential conflicts that arise in the reviewed by our Incentive Compensation future and are not discussed in this document. Committee. We are committed to recognizing, minimizing and/or mitigating the impact of these conflicts Certain of our personnel involved in the sale of in an appropriate manner. investment products are eligible to receive sales-based compensation based upon a Conflicts among clients predetermined formula related to anticipated Our firm has a large and diverse client base. revenues. Those personnel are also eligible to Our fee arrangements with our clients vary receive variable compensation based upon a greatly, even among clients receiving variety of factors, including overall firm essentially similar portfolio management performance, individual performance and their services from the same personnel. In addition, collaboration and contribution to team and our clients differ in their ability to affect the firm performance. firm’s business interests for reasons including the amount of assets under that client’s The compensation of investment personnel is control, a client’s ability to influence the not based on their contributions to business decisions of other potential clients regarding development. However, many Wellington the purchase of investment management Management personnel are eligible for services or the client’s reputation and prestige bonuses based on the firm’s financial success within a particular market. and the individual’s overall contribution to our business. Bonuses paid on this basis constitute We recognize that our business interest in a significant part of the compensation of many serving clients who are perceived to be more of our senior business and investment influential or more valuable to the firm poses a professionals. risk that we would favor those clients over other clients. In order to manage this risk, we seek to ensure that clients are treated fairly XVIII. Conflicts of interest over time with respect to the allocation of Throughout this document, we have tried to investment opportunities, trade allocation and identify for you the conflicts that arise in the the voting of proxies. We have identified these ordinary course of our business. Some of those as areas that touch our fiduciary obligations to conflicts are inherent in any large, global our clients. In areas where our fiduciary investment management business, while obligations are not implicated, such as the others are a result of our business model. We allocation of portfolio manager or product seek to avoid or minimize these conflicts where

37 capacity, the content or frequency of client and terms associated with each instrument. reporting, the offering or provision of Conflicts can also arise when we have the educational opportunities or the sharing of option to receive confidential information proprietary research, we may exercise our about a company in connection with client business judgment to treat clients holdings of a private security, a proposed appropriately, but differently, depending on private transaction, or participation in an ad their circumstances. hoc bondholder or lender group. Receipt of confidential information in situations like these Our firm has adopted policies designed to can constrain our ability to trade other address conflicts of interest relating to the securities of the issuer held in different client management of multiple client accounts, accounts that do not benefit from receipt of including the allocation of shares of equity that information. We evaluate and manage IPOs. The specific procedures we use to ensure these conflicts on a case-by-case basis, compliance with those policies differ considering factors such as the nature and depending on what we believe to be the degree of the relevant client accounts’ interest, inherent value of particular investment the range of available options and the opportunities and/or the risk of favoritism likelihood of related outcomes, the expected presented by various parts of our business. duration of any trading restrictions and Our policies and procedures reflect our belief applicable legal and regulatory requirements. that our clients benefit from the diversity of In some cases, we may determine it is investment opinion within our firm and the appropriate to take an action that benefits individualized, subjective judgments of each some client accounts despite a potentially portfolio manager with respect to each client adverse impact to other client accounts. In account. Accordingly, we do not mandate that other cases, we may choose to avoid or a portfolio manager include all client accounts mitigate the conflict by foregoing an in any particular investment opportunity, opportunity to act on behalf of some client although we require a portfolio manager who accounts if that action is expected to harm participates in equity IPOs to provide an other client accounts. explanation of their decision to exclude a particular client account if other accounts they When managing client accounts that can invest manage do participate. We may also restrict in multiple investment approaches and asset certain investment opportunities to avoid classes, a portfolio manager may decide to conflicts of interest, such as equity IPOs in allocate a portion of those accounts to which client accounts that we manage will be Sponsored Funds that we manage. Our selling shares to the public. In addition, we portfolio managers and other investment perform after-the-fact monitoring and review personnel who make these allocation decisions of client accounts to assess dispersion among have access to information about those funds accounts with similar mandates. that is not available to other participants in the same funds. While we believe that access to Because we manage client accounts in a wide this information is necessary to manage asset, range of strategies and asset classes, we sector and issuer exposures across multiple sometimes invest in different parts of the investment approaches and asset classes, we capital structure of the same company for recognize our duty to disclose any material different clients. Some client accounts will information related to Sponsored Funds that hold equity securities of a company while other we manage in a fair and equitable manner to all accounts hold bonds, notes, bank loans or participants. Where we think it appropriate, we other fixed income instruments of the same have adopted policies and procedures to company. Some client accounts may hold identify and disclose material information and private securities or obligations of a company to manage any related conflicts that may arise, while other accounts hold its publicly traded including use of information barriers and securities. If the issuer experiences financial restrictions on contributions and withdrawals. distress, the interests of client accounts investing in different instruments of the same Our trade allocation policies and procedures issuer can conflict because of competing rights for situations where multiple client accounts

38 participate simultaneously in a buy or sell order establishes Best Execution as the primary for the same security strive to assure fair and requirement in the selection of a broker/dealer equitable treatment of all client accounts to execute trades. We do not direct client participating in those orders. The firm’s accounts to pay a bundled commission rate policies and procedures on trade allocation are that includes Research Services unless we discussed in the section entitled Brokerage have first determined that the commission rate practices. Finally, the firm’s policies regarding is reasonable in light of the value of the overall the voting of proxies where we believe a client execution services and Research Services we relationship with the issuer poses a material expect to receive from the broker/dealer. We conflict are discussed in the section entitled evaluate the value of Research Services Voting client securities. received from broker/dealers regularly, with input from our investment personnel and Conflicts between clients and Wellington oversight by a cross-functional group of senior Management professionals. Finally, we also monitor trade We recognize that our firm has the opportunity executions to assess our execution quality, to benefit from the authority our clients have including the use of third-party analysis where given us to direct the management of their available. assets and from the business that we are able to direct to other firms as a result. We receive Even though we do not provide official prices valuable products and services from for client accounts (other than our Sponsored broker/dealers to whom we direct substantial Funds), we do provide information and/or amounts of client commissions that we recommendations on fair value methodologies. control. A portion of the services provided by Information that we provide to clients these broker/dealers are paid for by client regarding the value of certain securities held in commissions, which are generated based on accounts we manage for them poses a risk of our placement of client trades through those conflict. We generally base our fees on the broker/dealers. If we were unable to obtain value of the accounts under our management. those products and services through the use of When a security held in one of those accounts client commissions, we would need to pay for does not have a readily available market value, them directly. We believe some research our interests would be served by placing the services would be unavailable at this time if we highest possible value on that security. We sought to obtain them from broker/dealers in have adopted pricing policies and procedures an unbundled manner. and established a Pricing Committee to manage the conflict posed by pricing securities Because we receive products and services for which there is no readily available market from broker/dealers, there is a risk that we value. might place trades with particular broker/dealers in order to obtain those We do not manage any accounts or assets for products and services, rather than to seek the our own account except as described below. Best Execution for client trades. We manage Thus, in the ordinary course of business, we do that risk in several ways. not compete with our clients in the market for securities. Sometimes, we directly or indirectly By policy, we have limited our use of client acquire exposure to individual securities as a commissions to the acquisition of Research result of an error that we have made in a client Services (as described in Brokerage practices). account. In those situations, we have an Broadly speaking, that research benefits our interest in limiting our losses or maximizing our clients through its contribution to the gains. That interest may be best served by investment process, although there is no trading with, ahead of, or on the other side of particular correlation between the amount of our clients. In these circumstances, we have client commissions generated by trading adopted a policy against trading in a security activity in a client’s account and the use of acquired in error while we are trading for a research in the management of that particular client account in that security. Exceptions to client’s investments. Our policy also that policy may be made only when the firm’s Error Resolution Council determines that the

39 client trades will not be materially affected by a portfolio manager may own substantially all the firm’s correction of the error. of the interests in a Sponsored Fund that the portfolio manager manages. These We manage Sponsored Funds in which the only investments pose a risk that our firm or investors are our firm and/or our partners and individuals who are in a position to control the employees. In some cases, these Sponsored allocation of investment opportunities to those Funds are designed to develop new investment vehicles will favor these vehicles in order to approaches and do not accept external obtain a personal benefit. investments. In other cases, we have provided initial seed capital to the Sponsored Fund with We believe that it is beneficial for our personnel the expectation of future investments from to invest in vehicles we manage because it unaffiliated parties. We generally treat these aligns those individuals’ interests with those of Sponsored Funds the same as our other client our clients. We recognize that the nature of accounts, except that we do not allow them to pooled vehicles offers limited opportunities for participate in equity IPOs. an individual to gain personally through the allocation of investment opportunities and Conflicts between clients and Wellington correspondingly limited ability for us to prevent Management personnel personal gains. Our conflict management We are aware that our personnel have the measures take these limitations into account. opportunity to benefit financially, as Where we think it appropriate, the firm has individuals, from their access to information adopted policies and procedures to manage about trading activity in client accounts. Some the conflicts that might arise from our of those individuals may also benefit personally personnel’s investments in accounts they due to their ability to direct investment or manage. trading activity in client accounts. Those opportunities create the risk that individuals We treat Wellington Management personnel will use confidential client information for their invested in our Sponsored Funds the same as own benefit or exercise their discretionary other investors in those vehicles, with one key control over client accounts for their own exception: For all our sponsored hedge funds benefit. and for certain other Sponsored Funds whose legal and accounting structure allows us to do Our Code of Ethics was adopted in part to so, we exclude our personnel from manage the conflicts posed by access to participating in the first day gains of a fund’s information about activity in client accounts. investment in an IPO. Where we do not have We systematically review personal trading that ability, the Sponsored Fund will only be activity to monitor compliance with the permitted to invest in an equity IPO if our provisions of the Code. The Code also restricts, personnel’s assets comprise less than 50% of but does not prohibit, the receipt of personal the fund. benefits, such as gifts and entertainment opportunities, from clients, broker/dealers and Our personnel have access to information that others with whom we do business. Those is not available to other participants in provisions of the Code are monitored by the investment vehicles that we manage. While this team responsible for the administration of the information is generally not material to an Code and by senior business managers. investor’s decision to buy or sell interests in a fund, we recognize our duty to disclose The Code does not prohibit our personnel from material information only in a manner that is investing in pooled vehicles managed by our fair and equitable to all investors in a fund. We firm. A substantial percentage of our personnel have adopted policies and procedures to do, in fact, invest in such vehicles either identify and disclose material information through their accounts in the Wellington relating to these investment vehicles and to Retirement Plans, as investors in our manage any related conflicts that may arise, Sponsored Funds or as shareholders in including information barriers and restrictions publicly offered mutual funds. In certain cases, on contributions and withdrawals in our Sponsored Funds.

created by these contrasting incentives Most of our investment personnel receive through a combination of specific client some form of incentive compensation. That disclosures, internal review processes, and compensation may be based on performance enhanced oversight. of an account against a benchmark return, applied to revenues received by the firm for the management of that account. It may also be XIX. Closing based on receipt of a percentage of any We hope this document has enhanced your performance-based fee paid to the firm for understanding of Wellington Management and management of that account. In both our business practices. We remain committed, instances, we believe that these incentive as always, to justifying the trust you have compensation arrangements play a valuable placed in us as your fiduciary. role in aligning the interests of our portfolio managers and other investment team members with those of our clients. However, just as our firm has an incentive to favor clients with whom we have more lucrative fee arrangements, portfolio managers and other investment team members have an incentive to favor accounts that have the potential to provide higher incentive compensation for them as individuals. We manage the conflict created by these incentive arrangements through our policies on the allocation of investment opportunities, including the allocation of equity IPOs, as well as after-the- fact monitoring and review of client accounts to assess dispersion among accounts with similar mandates.

In some client accounts, portfolio managers have discretion to invest client assets directly or to make allocations to particular Sponsored Funds or investment approaches that we offer. Some accounts in which we exercise this discretion pay a variable fee based on the management fees charged by the underlying Sponsored Funds or investment approaches selected by the portfolio managers, while others pay a fixed management fee. When managing an account with a variable management fee, a portfolio manager has an incentive to maximize firm revenues by selecting a Sponsored Fund or investment approach that has higher fees. Conversely, the portfolio manager has a personal financial incentive to exclude underlying Sponsored Funds or investment approaches with higher management fees when managing an account with a fixed fee. In both cases, a portfolio manager may also have a personal financial incentive to select other Sponsored Funds or investment approaches that the portfolio manager manages. We manage the conflicts

and is registered in ten Canadian provinces (Alberta, Appendix: British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Description of affiliates Prince Edward Island, Québec, and Saskatchewan) in the categories of Portfolio Manager and Exempt WELLINGTON MANAGEMENT GROUP LLP (the Market Dealer. WM Canada is also registered under Partnership), the parent company of the Wellington the securities commissions of Manitoba and Ontario Management global organization, is a as a Commodity Trading Manager. WM Canada ULC Massachusetts limited liability partnership. is an indirect subsidiary of the Partnership.

WELLINGTON MANAGEMENT COMPANY LLP WM Canada ULC provides client liaison, investment (WMC) is a Delaware limited liability partnership and monitoring and business development services for a registered investment adviser with the US Wellington Management and its clients in Canada. Securities and Exchange Commission (SEC). WMC WM Canada ULC also serves as the contractually is also registered with the US Commodity Futures named investment manager for our Canadian Trading Commission (CFTC) as a commodity clients. Certain functions, including portfolio trading advisor (CTA) and serves as a CTA to certain management, trading and/or account clients including registered commodity pools and administration are delegated in whole or in part to their operators. WMC provides commodity trading WMC or another investment advisory affiliate. advice to all other clients in reliance on exemptions from CTA registration. WMC is an indirect WELLINGTON MANAGEMENT HONG KONG subsidiary of the Partnership. WMC serves as the LIMITED (WM Hong Kong) is a private limited investment manager for our clients in the US and company organized under the laws of the Hong Latin America and for some clients in other regions. Kong Special Administrative Region of the People’s WMC may delegate some functions, including Republic of China. WM Hong Kong is an indirect portfolio management, trading and/or account subsidiary of the Partnership. WM Hong Kong is administration in whole or in part to another authorized to provide investment management investment advisory affiliate. services in Hong Kong by the Securities and Futures Commission. WM Hong Kong is also registered with WELLINGTON INVESTMENT MANAGEMENT the SEC as an investment adviser. (SHANGHAI) LIMITED (WIM Shanghai) is a Shanghai wholly foreign-owned enterprise WM Hong Kong provides client liaison, investment established in Shanghai under the laws of the monitoring and business development services for People’s Republic of China. WIM Shanghai is an Wellington Management and its clients in Northern unregulated entity and an indirect subsidiary of the Asia including Hong Kong, mainland China, Taiwan Partnership. and Korea. WM Hong Kong also provides research, portfolio management and trading services for WIM Shanghai provides research to Wellington Wellington Management and its clients. Management and its clients. WIM Shanghai may also engage in client liaison and business development WM Hong Kong serves as the contractually named services in mainland China. investment manager for certain clients in Hong Kong and for certain Sponsored Funds. In those WELLINGTON MANAGEMENT AUSTRALIA PTY cases, certain functions, including portfolio LTD (WM Australia) is an Australian proprietary management, trading and/or account limited company. WM Australia is an indirect administration may be delegated in whole or in part subsidiary of the Partnership and is authorized to to WMC or another investment advisory affiliate. provide investment management services in Australia under an Australian Financial Services WELLINGTON MANAGEMENT EUROPE GMBH License. (WM Europe) is a limited company registered in Germany and an indirect subsidiary of the WM Australia serves as the contractually named Partnership. WM Europe is authorized and regulated manager for certain clients in Australia and New by the German Federal Financial Supervisory Zealand. In those cases, certain functions, including Authority (Bundesanstalt für portfolio management, trading and/or account Finanzdienstleistungsaufsicht - -- BaFin). WM Europe administration are delegated in whole or in part to has a branch in Milan, Italy, which is authorized and WMC or another investment advisory affiliate. regulated by BaFin and, in respect of certain of its activities, by the Commissione Nazionale per le WELLINGTON MANAGEMENT CANADA ULC (WM Società e la Borsa (CONSOB). Canada ULC) is a Delaware limited liability company

WM Europe provides client liaison and business Singapore under a Capital Markets Services License development services for Wellington Management to conduct fund management activities and is an and certain of its clients in Europe. WM Europe also exempt financial adviser. WM Singapore is also provides portfolio management services to registered with the SEC as an investment adviser. Wellington Management and its clients. WM Europe WM Singapore provides client liaison, investment serves as the contractually named investment monitoring and business development services for manager for certain clients in the European Union. In Wellington Management and its clients in the Asia- those cases, certain functions, including portfolio Pacific region ex-Japan. WM Singapore also management, trading and/or account provides research and portfolio management administration may be delegated in whole or in part services to Wellington Management and its clients. to WMC or another investment advisory affiliate. WM Singapore serves as the contractually named WELLINGTON MANAGEMENT INTERNATIONAL manager for certain clients in Singapore and for LTD (WMIL) is a limited company registered in certain Sponsored Funds. In those cases, certain England and Wales and an indirect subsidiary of the functions, including portfolio management, trading Partnership. WMIL is authorized and regulated by and/or account administration may be delegated in the Financial Conduct Authority. WMIL is also whole or in part to WMC or another investment registered with the SEC as an investment adviser. advisory affiliate.

WMIL provides client liaison, investment monitoring WELLINGTON MANAGEMENT SWITZERLAND and business development services for Wellington GMBH is a limited liability company incorporated Management and its clients in Europe, the Middle under Swiss law and an indirect subsidiary of the East, and Africa (EMEA). WMIL also provides Partnership. It provides client liaison and business research, portfolio management and trading development services for Wellington Management services to Wellington Management and its clients. and its clients in Switzerland.

WMIL serves as the contractually named investment WELLINGTON ALTERNATIVE INVESTMENTS LLC manager for certain EMEA clients and for certain (WAI) is a Delaware limited liability company and an Sponsored Funds. In those cases, certain functions, indirect subsidiary of the Partnership. WAI is including portfolio management, trading and/or registered as a commodity pool operator with the account administration may be delegated in whole CFTC and is registered with the SEC as an or in part to WMC or another investment advisory investment adviser. WAI is the general partner or affiliate. manager of privately offered pooled investment vehicles. WAI is owned by WMFH and WMII and WELLINGTON MANAGEMENT JAPAN PTE LTD managed by WMII. (WM Japan) is a limited liability company organized under Singapore law, with its main office in Tokyo, WELLINGTON ALTERNATIVE INVESTMENTS GP Japan. WM Japan is an indirect subsidiary of the LATE STAGE GROWTH LUXEMBOURG SÀRL (WAI Partnership. WM Japan is authorized in Japan by the GP Lux) is a company in the form of a Société à Financial Services Agency to conduct investment responsabilité limitée organized under the laws of management, investment advisory and agency the Grand Duchy of Luxembourg and an indirect business and investment trust management, as well subsidiary of the Partnership. WAI GP Lux serves as as limited marketing of sponsored funds. WM Japan a general partner of privately offered pooled is also registered with the SEC as an investment investment vehicles. WAI GP Lux is owned by WAI. adviser. WELLINGTON FUNDS SERVICES LLC (WFS) is a WM Japan serves as the contractually named Delaware limited liability company which provides manager for certain clients in Japan and for certain administrative and operational support, including Sponsored Funds. In those cases, certain functions, trading settlement, account reconciliation and including portfolio management, trading and/or performance reporting, to certain of our Sponsored account administration may be delegated in whole Funds. WFS is owned by WMFH. or in part to WMC or another investment advisory affiliate. WELLINGTON FUNDS (US) LLC (WFUS) is a Delaware limited liability company and an indirect WELLINGTON MANAGEMENT SINGAPORE PTE subsidiary of the Partnership. WFUS is registered LTD (WM Singapore) is a limited liability company with the SEC as an investment adviser. WFUS is the organized under Singapore law. WM Singapore is an general partner or manager of privately offered indirect subsidiary of the Partnership. WM pooled investment vehicles. WFUS is owned by Singapore is regulated by the Monetary Authority of WMFH and WMF Inc. and managed by WMF Inc.

WELLINGTON GROUP HOLDINGS LLP (WGH) is a WELLINGTON GLOBAL ADMINISTRATOR, LTD. Delaware limited liability partnership which serves (WGA) is a limited liability company organized under as the managing partner of WIAH and WMFH. WGH the laws of Bermuda and an indirect subsidiary of is owned by the Partnership. the Partnership. WGA serves as the distributor for certain Wellington Management-sponsored WELLINGTON HOLDINGS, INC. (WH, Inc.) is a investment funds. corporation organized under the laws of Massachusetts. WH, Inc. is owned by the WELLINGTON LUXEMBOURG SÀRL (Wellington Partnership. Luxembourg) is a company in the form of a Société à responsabilité limitée organized under the laws of WELLINGTON INVESTMENT ADVISORS the Grand Duchy of Luxembourg and an indirect HOLDINGS LLP (WIAH) is a Delaware limited subsidiary of the Partnership. Wellington liability partnership which serves as the managing Luxembourg is authorized under Luxembourg law as partner of WMC, the sole member of WM Canada a management company and AIFM for mutual LLC and the majority owner of WMGH. WIAH is investment funds domiciled in Luxembourg. Several owned by WGH and the Partnership. Wellington Management affiliates serve as investment managers for certain portfolios WELLINGTON MANAGEMENT CANADA LLC (WM domiciled in Luxembourg and, upon the request of Canada LLC) is a Delaware limited liability company. Wellington Luxembourg, may provide other general WM Canada LLC is the sole owner of WM Canada management services for those portfolios. ULC. WM Canada LLC is owned by WIAH.

WELLINGTON FUNDS DISTRIBUTORS INC. (WFD) WELLINGTON MANAGEMENT FUNDS HOLDINGS is a limited-scope broker/dealer registered with LLP (WMFH) is a Delaware limited liability FINRA and organized under the laws of Delaware. partnership which serves as the owner of WMA and WFD is an indirect subsidiary of the Partnership. WMF Inc., sole member of WFS, member of WMF WFD’s sole line of business is introducing prospects LLC and WAI and majority owner of WGA and to certain SEC-registered investment companies Wellington Luxembourg. WMFH is owned by WGH and Wellington Management-sponsored investment and the Partnership. funds offered within the United States. WELLINGTON MANAGEMENT GLOBAL WELLINGTON TRUST COMPANY, NA (WTC) is a HOLDINGS, LTD. (WMGH) is a Bermuda limited limited-purpose nationally chartered trust company company. WMGH serves as a holding company for and a subsidiary of the Partnership. WTC provides a operating entities organized in Australia, Germany, range of trust services, including asset Hong Kong, Singapore, Switzerland and the United management, asset allocation and account custody Kingdom. WMGH is owned by WIAH and WH, Inc. and administration. WTC sponsors common trust funds and collective investment funds that are WELLINGTON MANAGEMENT INVESTMENT, INC. exempt from registration under the US Investment (WMII) is a corporation organized under the laws of Company Act of 1940, as amended. Several Delaware. WMII serves as the manager of WAI and Wellington Management affiliates provide WFT and holds common shares of WGA. WMII is investment advice on a nondiscretionary basis to owned by the Partnership. WTC with respect to client assets managed by WTC. WELLINGTON MANAGEMENT FUNDS INC. (WMF WELLINGTON MANAGEMENT FUNDS LLC (WMF Inc.) is a corporation organized under the laws of LLC) is a Delaware limited liability company and an Delaware. WMF Inc. serves as the manager of WMF indirect subsidiary of the Partnership. WMF LLC is LLC and WFUS. WMF Inc. is owned by WMFH. the manager of privately offered pooled investment vehicles. WMF LLC is owned by WMFH and WMF Inc. and managed by WMF Inc.

WELLINGTON FINANCE & TREASURY LLC (WFT) is a Delaware limited liability company which serves in a cash management function for certain of its affiliates. WFT is owned by the Partnership and WMII and managed by WMII.

Wellington Management Company LLP is an independently-owned investment adviser registered with the US Securities and Exchange Commission (SEC). WMC is also registered with the US Commodity Futures Trading Commission (CFTC) as a commodity trading advisor (CTA) and serves as a CTA to certain clients including commodity pools operated by registered commodity pool operators. WMC provides commodity trading advice to all other clients in reliance on exemptions from CTA registration. WMC, along with its affiliates (collectively, Wellington Management), provides investment management and investment advisory services to institutions around the world. Located in Boston, Massachusetts, Wellington Management also has offices in Chicago, Illinois; Radnor, Pennsylvania; San Francisco, California; Frankfurt; Hong Kong; London; Milan; Shanghai; Singapore; Sydney; Tokyo; Toronto; and Zurich.

This material is prepared for, and authorized for internal use by, designated institutional and professional investors and their consultants or for such other use as may be authorized by Wellington Management. This material and/or its contents are current at the time of writing and may not be reproduced or distributed in whole or in part, for any purpose, without the express written consent of Wellington Management. This material is not intended to constitute investment advice or an offer to sell, or the solicitation of an offer to purchase shares or other securities. Investors should always obtain and read an up-to-date investment services description or prospectus before deciding whether to appoint an investment manager or to invest in a fund.

In Europe (excluding the United Kingdom and Switzerland), this material is provided by Wellington Management Europe GmbH (WME) which is authorized and regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - -- BaFin). This material may only be used in countries where WME is duly authorized to operate and is only directed at eligible counterparties or professional clients as defined under the German Securities Trading Act. This material does not constitute investment advice, a solicitation to invest in financial instruments or information recommending or suggesting an investment strategy within the meaning of Section 85 of the German Securities Trading Act (Wertpapierhandelsgesetz).

In the United Kingdom, this material is provided by Wellington Management International Limited (WMIL), a firm authorized and regulated by the Financial Conduct Authority (FCA) in the UK (Reference number: 208573). This material is directed only at eligible counterparties or professional clients as defined under the rules of the FCA.

In Switzerland, this material is provided by Wellington Management Switzerland GmbH, a firm registered at the commercial register of the canton of Zurich with number CH-020.4.050.857-7. This material is directed only at Qualified Investors as defined in the Swiss Collective Investment Schemes Act and its implementing ordinance.

In Hong Kong, this material is provided to you by Wellington Management Hong Kong Limited (WM Hong Kong), a corporation licensed by the Hong Kong Securities and Futures Commission to conduct Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), and Type 9 (asset management) regulated activities, on the basis that you are a Professional Investor as defined in the Securities and Futures Ordinance and its subsidiary legislation. By accepting this material, you acknowledge and agree that this material is provided for your use only and that you will not distribute or otherwise make this material available to any person.

In Singapore, this material is provided for your use only by Wellington Management Singapore Pte Ltd (WM Singapore) (Registration Number 201415544E). WM Singapore is regulated by the Monetary Authority of Singapore under a Capital Markets Services License to conduct fund management activities and is an exempt financial adviser. By accepting this material, you represent that you are a non-retail investor and that you will not copy, distribute or otherwise make this material available to any person.

In Australia, Wellington Management Australia Pty Ltd (WM Australia) (ABN 19 167 091 090) has authorized the issue of this material for use solely by wholesale clients (as defined in the Corporations Act 2001). By accepting this material, you acknowledge and agree that this material is provided for your use only and that you will not distribute or otherwise make this material available to any person. Wellington Management Company LLP is exempt from the requirement to hold an Australian financial services license (AFSL) under the Corporations Act 2001 in respect of financial services provided to wholesale clients in Australia, subject to certain conditions. Financial services provided by Wellington Management Company LLP are regulated by the US SEC under the laws and regulatory requirements of the United States, which are different from the laws applying in Australia.

In Japan, Wellington Management Japan Pte Ltd (WM Japan) (Registration Number 199504987R) has been registered as a Financial Instruments Firm with registered number: Director General of Kanto Local Finance Bureau (Kin-Sho) Number 428. WM Japan is a member of the Japan Investment Advisers Association (JIAA), the Investment Trusts Association, Japan (ITA), and the Type II Financial Instruments Firms Association (T2FIFA).

WM Hong Kong, WMIL, WM Japan, and WM Singapore are also registered as investment advisers with the SEC; however, they will comply with the substantive provisions of the US Investment Advisers Act only with respect to their US clients.

1. Apr. 2021

Wellington Management

This brochure supplement provides information about Mr. Jim Shakin and Mr. Andrew Corry that supplements Wellington Management's Our Business and Practices . You should have received a copy of that brochure. Please contact us at +1-617-951-5000 if you did not receive Wellington Management's brochure or if you have any questions about the contents of this supplement.

Wellington Management refers to Wellington Management Company LLP and its affiliates which are registered as investment advisers with the US Securities and Exchange Commission.

Wellington Wellington Wellington Management Management Management Hong Singapore Pte Ltd Company LLP Ko n g Ltd 8 Marina Boulevard, #03- (Principal Location) 17F, Two International 01 280 Congress Street Financial Centre Towe r 1 Boston 8 Finance Street Marina Bay Financial Cent r e Massachusetts 02210 Cent r al Singapore 018981 USA Ho n g Kong +65-6534-5115 +1-617-951-5000 +852-2846-6000

Wellington Wellington Management 4 Radnor Corporate Management Japan Pte Ltd Cent e r International Ltd S uit e 5 00 Cardinal Place Palace Building 7F Ra d no r 1-1-1 Marunouchi, Chiyoda- 80 Victoria Street ku Pennsylvania 19087 London SW1E 5JL Tokyo 100-0004 USA UK Japa n +1-610-631-3500 +44-20-7126-6000 +813-5533-0011

4 Embarcadero Center S uit e 2 61 0 San Francisco California 94111 USA +1-415-627-1800 www.wellington.com

Investment Personnel:

Mr. Jim Shakin, Wellington Management Company LLP Mr. Andrew M Corry, Wellington Management Company LLP

Internal Account # 66G4 Educational Background and Business Experience of Investment P er s o n n e l

Mr. S h akin: Business Experience Mr. S h akin has been involved in the portfolio management and securities analysis of client accounts at Wellington Management for at least the last five years.

Educational Background Bachelor of Science fro m University of Pennsylvania (Wharton).

Year of Birth 1 9 6 4

Mr. Cor ry: Business Experience Mr. Cor ry has been involved in the portfolio management and securities analysis of client accounts at Wellington Management for at least the last five years.

Educational Background Master of Business Administration fro m University of Chicago . Bachelor of Arts fro m Gettysburg College .

Year of Birth 1 9 6 5

Disciplinary Information

Mr. S h akin has not been subject to any legal or disciplinary events described in Form ADV Part 2B, Item 3. In the event that we become aware of any legal or disciplinary events that we believe would be material to an evaluation of Mr. S h akin, we will promptly notify all clients or prospects affected by those events, subject to applicable law and regulation.

Mr. Cor ry has not been subject to any legal or disciplinary events described in Form ADV Part 2B, Item 3. In the event that we become aware of any legal or disciplinary events that we believe would be material to an evaluation of Mr. Cor ry, we will promptly notify all clients or prospects affected by those events, subject to applicable law and regulation.

Outside Business Activities

Internal Account # 66G4 Mr. S h akin is not actively engaged in any other investment-related business or any other business activities that involve a substantial amount of time or p ay.

Mr. Cor ry is not actively engaged in any other investment-related business or any other business activities that involve a substantial amount of time or p ay.

Additional Compensation

Mr. S h akin does not receive any additional compensation from non-clients for the provision of investment advisory services.

Mr. Cor ry does not receive any additional compensation from non-clients for the provision of investment advisory services.

Supervision

The Directors of the Asset Allocation Strategies, Equity Portfolio Management, Fixed Income Portfolio Management, Global Industry Research, Hedge Fund and Quantitative Portfolio Management groups, together with their teams, review the investment personnel within their respective investment groups on an ongoing basis. In addition, our firm's Executive Committee has created several formal investment review groups. These groups are intended to support our fiduciary responsibility to provide competent and professional investment management services to our clients by reviewing and overseeing the investment process and performance of investment teams. The review generally covers the team’s investment philosophy, process, performance, compliance record, portfolio characteristics, as well as the people and resources that support the team’s management of client accounts. The immediate supervisor of Mr. Shakin and Mr. Corry is Mr. Terry Burgess, Head of Investment Boutiques , and can be contacted at +1-617-951-5000.

Internal Account # 66G4 WELLINGTON MANAGEMENT

......

INTRODUCTION Wellington Management values the privacy of our clients. This Privacy Policy has been adopted to promote the protection of nonpublic client information in Wellington Management’s possession, and otherwise to further the privacy interests of Wellington Management’s clients.

STATEMENT OF POLICY Wellington Management respects the privacy of, and confidentiality with respect to information pertaining to, its clients and acts to meet the expectations of its clients in this regard.

PROCEDURES Wellington Management uses the following procedures:

Information Sharing Wellington Management strives to provide seamless service to all of its clients, whether they call upon functions performed by one or several Wellington Management companies. To facilitate that process, information regarding client accounts is shared broadly across the organization. For example, Wellington Management companies may share information with each other in order to facilitate portfolio management or to assist in providing client service to a particular client. Finally, client information may be used by different companies in the organization in order to identify potential client needs for additional investment management services.

In contrast, Wellington Management typically does not share nonpublic client information with unaffiliated third- parties other than as necessary to carry out the actual performance of the investment management services it has been hired to provide. Thus, for example, Wellington Management will share nonpublic client information with brokers and custodian banks in order to buy and sell securities and record those purchases and sales accurately. As a general rule, Wellington Management does not engage in joint marketing arrangements with unaffiliated third-parties that involve the sharing of nonpublic information regarding Wellington Management’s clients. Nor does Wellington Management sell client information to unaffiliated third-parties for their own marketing purposes. Any exceptions to these practices are made only with the permission of the particular client for the sharing of information with identified third-parties or as otherwise required by law.

Physical Security Wellington Management recognizes the need to provide a secure environment for nonpublic client information, whether that information is maintained in physical or electronic form. In addition to building security provided by its landlords, Wellington Management employs various measures to protect the security of the firm’s offices. Receptionists in each office monitor the entry of visitors to the office and are trained on procedures for dealing with unauthorized individuals. Entrances that are not staffed with receptionists can be accessed only with an authorized ...... 1

WELLINGTON MANAGEMENT

...... access control card, which is controlled by the Wellington Global Security Department. The security system is governed by internal security controls and is reviewed by the Director of Global Security. Access to certain areas containing sensitive information is further restricted within the firm by means of the access control card to those employees with a need to access the restricted area. This access is granted by the business owner of the area. The firm monitors the use of access cards and deactivates the access of former employees immediately upon termination or if an employee transfers to a different business area or changes job positions.

In addition, any nonpublic client information physically maintained outside of Wellington Management’s offices is stored in appropriately secure facilities.

Electronic Security Wellington Management’s Information Technology Group (“IT”) has dedicated staff responsible for maintaining the security of the firm’s electronic data, including data regarding specific client accounts. IT regularly assesses the measures employed to protect the firm’s network against unauthorized access to its data by outsiders, and implements systems designed to prevent unwanted intrusions. Those systems are monitored continuously. Potential security breaches are investigated and resolved on a high priority basis.

In addition to the general security measures designed to prevent unauthorized access to the Wellington Management network, the firm’s critical databases are protected by additional levels of authorization. Employee access is controlled by IT and must be authorized in advance by appropriate managers based upon the individual’s need for access to the database in order to perform his or her job responsibilities. When an individual moves out of a job in which certain access is necessary, his or her access rights are terminated. IT has designed enhanced security measures to provide additional protection for certain highly confidential network applications.

Web Site Security Wellington Management’s secure websites for reporting account information to Wellington Management clients have additional security features designed to protect against unauthorized access to client information. The sites themselves can be accessed only through the use of a Wellington Management issued password. IT continually assesses the efficacy of the security measures being employed in the websites and will upgrade security as it deems appropriate.

Further information about security measures used on a Wellington Management secure website can be found by clicking on the Privacy Statement link on the site’s home page.

Training Wellington Management periodically reviews its client confidentiality responsibilities with all employees.

Dated: 1 January 2015

...... 2