TOWERS WATSON INVESTMENT SERVICES, INC.

Towers Watson Investment Services, Inc. (“TWIS”) is a wholly owned subsidiary of Willis Towers Watson US LLC, which is a subsidiary of Towers Watson Delaware Holdings, LLC, which is ultimately owned by Willis Towers Watson PLC. Willis Towers Watson PLC is a public company traded on the New York Stock Exchange and the NASDAQ Global Select Market under the symbol “WTW.” TWIS was incorporated in 1993 and became registered as an investment adviser with the SEC in 1994. Its goal is to provide professional investment advisory consulting services and delegated investment services to our clients.

TWIS provides investment advisory services to help clients manage investment complexity, establish risk tolerance and improve governance, combining innovative thinking with capable execution so that clients can balance potential risk and return. We develop strategies that are designed to offer financial predictability and stability for clients. Our services include:

• - Delegated investment services
• - Asset/liability modeling
• - Strategic and dynamic asset allocation policies
• - Risk hedging
• - Portfolio construction, including investment manager structure, selection and ongoing evaluation, including for certain private placement pooled vehicles sponsored by TWIS
• - Fund monitoring
• - Educational webcasts, seminars, and conferences
• - Education on the markets and the economy
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TWIS offers Delegated Investment Services (DIS), a service that enables clients and their investment committees to delegate to TWIS various responsibilities for the oversight and management of their investment programs.

We collaborate with the client to develop a governance structure for the management of the client’s investment programs. A client may delegate to TWIS responsibility for determining and/or implementing investment policy, hiring and terminating investment managers, monitoring investment managers and communicating with investment managers.

Pursuant to such delegated authority, TWIS will periodically rebalance client assets among the investment managers responsible for managing particular asset classes according to clients’ applicable investment policies and may implement appropriate changes in investment managers; the hiring of any new investment manager may require the client to enter into an advisory agreement with that manager unless the delegated authority allows TWIS to enter into an advisory agreement on behalf of the client.

TWIS may review clients’ current investment policy against alternative policies using TWIS’s proprietary asset liability modeling methodology and monitor the investment policy going forward. TWIS will work with the client to implement policy changes that seek to improve the financial efficiency of the investment program, subject to clients’ governance constraints and risk tolerance, and develop a cost-effective manager structure to implement the investment policy. We are not a broker-dealer and so we will not provide brokerage services, though we will work with clients’ managers and broker-dealers to minimize the cost of any security transactions involved in transitioning portfolios.

If agreed upon with the client, TWIS monitors investment performance and prepares periodic reports, typically quarterly, that highlight key issues or events. These reports compare performance of total funds and each manager against appropriate market benchmarks and comparably managed accounts. This is discussed in greater detail in Item 13.

TWIS sponsors and provides investment management services to pooled investment vehicles. The pooled investment vehicles managed by TWIS include a group trust (“Group Trust”) organized as multiple sub-funds, a Cayman-domiciled fund (“Cayman Fund”), and Delaware domiciled private funds (“Delaware Funds”). The Group Trust, Cayman Fund, and the Delaware Funds are collectively referred to as “Private Funds.” The Group Trust is currently operated exclusively for the collective investment of the assets of certain trusts and benefit plan investors that have entered into a separate investment management agreement with TWIS. While TWIS earns a management fee in connection with services provided under the investment management agreement, TWIS does not earn additional revenue on client assets that are invested in the Group Trust.

The Cayman Fund and the Delaware Funds offer a non-fee paying series to shareholders and limited partners, respectively, that have entered into a fiduciary services agreement or similar agreement with the investment manager or an affiliate of the investment manager. In these situations, TWIS does not earn additional revenue on client assets that are invested in the Cayman Fund or the Delaware Funds. The Cayman Fund and Delaware Funds can accept shareholders and limited partners who have not entered into a separate investment management agreement with TWIS and such investors will be subject to a fee paying share class.

In order to seek to achieve its investment objective, each Private Fund generally invests in a range of underlying portfolio funds and/or managed accounts or trades directly pursuant to a delegation of investment authority from TWIS to one or more investment managers.

Towers Watson Investment Management Limited (“TWIM”), an affiliate of TWIS, serves as a sub-advisor to certain Private Funds. TWIM advises TWIS with respect to certain of its responsibilities with respect to the Private Funds, including the hiring and termination of investment managers

TWIS provides consulting services to clients in the area of developing medium-term and long-term investment strategies for funds by broad classes of investment. TWIS does not provide advice with respect to the selection of individual securities except under certain circumstances such as for bank and insurance company pooled funds, mutual funds, exchange-traded funds, collective investment trusts ("CIT"), derivatives, annuity products, alternative investment funds — including WTW affiliate-managed funds — or U.S. government or AAA-rated sovereign negotiable debt obligations. We typically develop such strategies with the assistance of a computer model projecting future obligations and probabilistic outcomes of alternative investment strategies. 

TWIS assists clients in the selection of investment managers for their portfolios by providing quantitative and statistical evaluations of their performances and providing qualitative advice as to the managers whose approach and style might be compatible with the client’s investment objectives. In determining investment strategies for allocations and other matters, clients may impose restrictions on securities and types of securities. Clients may engage TWIS for additional related services, such as insurance contract analysis and research-related projects relating to asset studies. As our clients have unique investment goals that reflect their individual situation, our service agreements with our clients are customized to meet their needs.

We do not participate in wrap fee programs. 

We manage approximately $47.7 billion on a discretionary basis and $4.5 billion on a non-discretionary basis, in each case as of December 31, 2024. 

Where appropriate, WTW considers the financial impact of environmental, social, and governance (“ESG”) factors across its investment process. In formulating its investment advice, WTW seeks to analyze and understand the ESG factors in order to properly assess the risk and return of the investment under consideration. 

The use of ESG factors across our investment teams varies not only in frequency of use but also in how they are applied in practice (e.g., investment implementation). In analyzing the risk/reward profile of an investment, WTW evaluates the impact of ESG risks and, as with any other risks, seeks to ensure that the expected return for every investment is commensurate with those risks. Accordingly, the weight given to such ESG factors will depend on the financial materiality, relevance to the investment strategy, and any regulatory, operational, or account considerations. 

WTW relies on information and data obtained through voluntary or third-party reporting that may be incomplete, inaccurate, or unavailable, which can cause an inaccurate assessment on the impact of ESG risks. 

Where appropriate, WTW also offers custom investment strategies that integrate ESG factors based on client-specific needs and works with index providers to design ESG-related indices. 

TWIS sponsors the Manager Ideas Exchange Conferences ("MiX Conferences"). The MiX Conferences provide engagement and networking opportunities between asset managers and TWIS. This event is attended by investment management firms and investment service providers. 

We rely on investment research generated by the Investment Manager Research Team (“Research Team”). The Research Team is dedicated to researching and evaluating non-affiliated investment managers worldwide and consists of investment professionals from TWIS and its global investment advisory affiliates. Our Research Team monitors and rates non-affiliated investment managers’ strategies. Certain of the investment managers the Research Team reviews may participate in the MiX Conferences. Participation in the MiX Conferences is not and may not be considered in the manager evaluation and selection process. See also Item 5 — Fees and Compensation for information related to compensation TWIS receives in relation to the MiX Conferences.