Rathbones

ITEM 1 - COVER PAGE RATHBONES INVESTMENT MANAGEMENT LIMITED Port of Liverpool Building, Pier Head Liverpool, L3 1NW, United Kingdom BROCHURE PART 2A OF FORM ADV March 27, 2026 This brochure (the “Brochure”) provides information about the qualifications and business practices of Rathbones Investment Management Limited (“Rathbones”, “RIM”, the “Firm” or “we”). If you have any questions about the contents of this brochure, please contact us at +44 (0)151 236 6666 or +44 (0)20 7399 0000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Registration of an investment adviser with the SEC does not imply that the Firm or any of its principals or employees processes a particular level of skills or training in the investment advisory business or any other business. While Rathbones is registered as an investment adviser with the SEC pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”), it does not comply with the Advisers Act with regard to its non-US clients. Additional information about Rathbones is also available on the SEC’s website at www.adviserinfo.sec.gov.  ITEM 2 - MATERIAL CHANGES The following material changes have taken place since the last annual update of the brochure on 31st March 2025, as follows: — The appointment of: – Jonathan Edward Hugh Sorrell as Chief Executive Officer, replacing Robert Paul Stockton – Michael Turner as Chief Operating Officer, replacing Andrew John Paterson Brodie – Annette Louise Dowden as Chief Compliance Officer, replacing Lesley-Anne Collinge — The closure of Rathbones Lymington office — Investec Wealth and Investments (UK) Limited became a wholly owned subsidiary of Rathbones Investment Management Limited — The liquidation of Murray Asset Management — The establishment of Rathbones Investment Management International (awaiting regulatory approval from the Central Bank of Ireland). 2 rathbones.comUS Resident Client brochure  ITEM 3 - TABLE OF CONTENTS 1 ITEM 1. COVER PAGE 2 ITEM 2. MATERIAL CHANGES 3 ITEM 3. CONTENTS 4 ITEM 4. ADVISORY BUSINESS 5 ITEM 5. FEES AND COMPENSATION 6 ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT 6 ITEM 7. TYPES OF CLIENTS 7 ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS 8 ITEM 9. DISCIPLINARY INFORMATION 8 ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS 10 ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTION AND PERSONAL TRADING 11 ITEM 12. BROKERAGE PRACTICES 13 ITEM 13. REVIEW OF ACCOUNTS 13 ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION 14 ITEM 15. CUSTODY 14 ITEM 16. INVESTMENT DISCRETION 15 ITEM 17. VOTING CLIENT SECURITIES 15 ITEM 18. FINANCIAL INFORMATION 3 rathbones.comUS Resident Client brochure US Resident Client brochure ITEM 4 - ADVISORY BUSINESS Rathbones provides a discretionary management service. The assets under management for this service for US Resident Clients as at 31 December 2025 are as follows: Ownership Rathbones provides individual investment and wealth management services for private clients, charities, trustees and professional partners. With 20 locations across the UK, Rathbones manages £115.6 billion* of assets for our clients. Type of account Regulatory assets under management Total discretionary $487,110,252.55 We have been trusted for generations to manage and preserve our clients’ wealth. Originally founded as a timber and shipping merchants in Liverpool in 1742, the company has been engaged in providing financial services since 1912. Our tradition of investing and acting responsibly has been with us from the beginning and continues to drive us forward. Our ambition is to be recognised as the UK’s most responsible wealth manager. Our registered office is at Port of Liverpool Building, Pier Head, Liverpool, L3 1NW, United Kingdom. Our head office is at 30 Gresham Street, London EC2V 7QN, United Kingdom, telephone number +44 207 399 0000. The address and contact details of the office where your Investment Director is based is provided to you at the start of our relationship. We are wholly owned by and the largest subsidiary of Rathbones Group Plc (parent company). Rathbones Group Plc is a publicly owned company quoted on the London Stock Exchange. Custody is provided by Rathbones Nominees Limited, Allfunds, and Bank of New York Mellon (BNYM). Types of service offered We offer a discretionary service level for US Resident Clients. We do not accept US Resident Client orders to buy or sell securities. We do not publish our investment research. * As at 31 December 2025. Includes fund managed by Rathbones Asset Management Limited. 4 rathbones.com  US Resident Client brochure ITEM 5 - FEES AND COMPENSATION Transaction charges: CHAPS and international payments (or the currency equivalent using the reference exchange rate for non- sterling accounts). Fees We charge fees based upon a percentage of assets under management. We do not charge a performance-based fee. These are outlined below in the fee schedules. We also earn income by making a small margin on client interest deposits as described below. Fee negotiation is only available by exception. GB Pounds (GBP) US dollars (USD) Euro (EUR) Swiss franc (CHF) 20 35 25 38 Schedule of charges - Management fees Management fees are levied on each Fund. Fees are charged in quarterly instalments, in arrears, based on the total investment Fund value as at the quarter end. These are debited directly from your available funds. Cash may be held on a bank account within the Portfolio to provide a degree of liquidity and normal banking charges may apply to these balances. A pro-rata charge is made for Portfolios that are transferred into or out of the service during the quarter. We do not charge a dealing commission. Banking charges VAT eligibility may be subject to legislative change. VAT applies only to those clients who are resident within the United Kingdom. Our fees and charges may be changed from time to time. The fee scales based on the value of each Fund are: We will provide notice in accordance with our Terms of Business of changes to your investment management and bank account. Fixed charge (applicable for Funds valued above £15,000) £100 First £1,000,000 or US$ currency equivalent 1.35% You should note that other taxes or administration costs may arise for which you are responsible. Please refer to Item 12 for further information. Balance over £1,000,000 or US$ currency equivalent 0.85% We do not offer a full banking service. We only provide the following services: Interest rates Our Schedule of Interest Rates discloses the rate of interest paid or charged on your account other than those agreed by us individually or on your Income Account. – the provision of the Account(s); – services in relation to the operation of the Account(s) including the execution of electronic credit transfers; – the receipt of electronic payments into the Account(s); and – the receipt of payments into the Account(s) and transmission of payments out of the Account(s) via cheques. Fees and compensation conflicts of interest When we provide our services, we, a member of the Rathbones Group or an affiliate, may have an interest, relationship or arrangement that is material in relation to the investment, transaction or service concerned. We do not engage in corporate finance or proprietary account trading. We have a Conflicts of Interest Policy to identify individual employee and business conflicts of interest and the means to address them and we record these accordingly. Our conflicts of interest and the means to address them are set forth in Item 10. rathbones.com 5  US Resident Client brochure ITEM 6 - PERFORMANCE-BASED FEES AND SIDE BY SIDE MANAGEMENT Rathbones Investment Management does not charge performance-based fees. For more information of costs and charges please refer to Item 5. ITEM 7 - TYPES OF CLIENTS All monies received from or held on your behalf in respect of your Portfolio are credited to or held in Accounts in your name. Accounts will be debited or credited with the cost or proceeds of purchases and sales of investments in accordance with the Terms of Business. We manage portfolios for US resident individuals, trusts, charities and pensions. We have a preferred minimum investment threshold of £300,000 but will accept new business from £150,000 (or US dollar currency equivalent). Opening and maintenance of portfolios In order to open your Portfolio, we need to obtain certain information about you, including evidence of your identity for anti-money laundering purposes and other information to satisfy our regulatory obligations. Without this information we will not be able to accept you as a client. We will provide custody services for you in respect of your Portfolio in accordance with the Investment Advisers Act 1940 Custody Rule. In the provision of these services, we, or a related person, hold your cash as banker. Your UK securities are held by Rathbones Nominees Limited and overseas securities by Bank of New York Mellon. They will be responsible for: – the safekeeping of investments within your Portfolio; – arranging for the registration of your investments; – the settlement of transactions; – the collection of income; and – the carrying out of other administrative actions. Further details are provided in Item 15 and Terms of Business. 6 rathbones.com  ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS E.g. equities, cyclical commodities (such as oil), infrastructure investments, property investments, and most other bonds. • Diversifiers (D) At Rathbones, we believe in playing the long game. We aim to make thoughtful decisions that help preserve and grow your wealth over time. Our philosophy is simple: invest with care, clarity and purpose, so you can feel confident about the future, whatever the market brings. Our philosophy is a guiding set of principles that shapes how we manage your investments. Investments that behave differently from equities to help smooth returns. These must pass our in-house correlation tests. E.g. diversifying commodities (such as gold), actively managed strategies, certain overseas government bonds, and bricks and mortar property funds. It reflects what we believe about markets, risk, and long- term growth. It is not a rigid rulebook. It’s about a thoughtful approach that helps us make consistent decisions, especially when conditions are uncertain. A more comprehensive list of asset classes along with explanations is provided in the Managing Your Investments guide. Understanding investment risk and return Every investment carries some risk and the potential for a return. We aim to help you understand what risk is, and how risk and return are related and to cover how we work with you to find the right balance for your goals. Return is the money your investments make over time. This may be through income, gains or falls in value, or a mix of both. As risk levels rise, you’re likely to see the following in your investments: – A wider range of possible returns – The chance of larger losses, and longer until losses may be recovered – The potential for higher long-term returns. How we construct a portfolio Across Rathbones, we have investment specialists with deep knowledge and expertise. They use this to deliver a portfolio that meets your needs, including any specific requirements you may have. This process involves strategic asset allocation (i.e. we set a long-term mix of asset classes designed to deliver the best returns for a given risk level, reviewed annually), tactical asset allocation (i.e. we make short term measured adjustments to reflect market conditions) and investment selection (i.e. using specialist research and investment manager expertise considering risk, returns and how investments work together). Exactly how we construct and manage your portfolio depends on the service that’s right for you. To invest, it’s important that: – you are able and willing to accept a degree of loss in your capital – the level of risk needed to meet your goals doesn’t exceed what you’re able or willing to take. Our range of risk levels We will work with you to ensure your portfolio is right for your risk tolerance, capacity for loss and investment time horizon. Sometimes these will not always align, and then we can help you work out which takes priority. For full details of the risk framework (and underpinning risk levels), please refer to the Managing Your Investments guide. Please refer to our Managing Your Investments guide for more information. Our investment strategies We have several standard strategies, corresponding to our risk levels. These are used as a starting point for the construction of Bespoke portfolios. Our approach to asset allocation: LED Your portfolio will ‘normally’ be constructed from different types of investments, known as asset classes. We group these into three building blocks, each playing a unique role in helping us balance risk and return. • Liquidity (L) Our six strategies (Strategies 1 through to Strategy 6) are all designed for longer-term growth. Each has a different mix of the Liquidity, Equity-type risk, and Diversifiers assets described earlier. Investments that can be sold easily when needed. These must meet our in-house liquidity standards. E.g. cash, UK government bonds, high-quality overseas government bonds, and other high-quality bonds. • Equity-type risk (E) Our standard Bespoke strategies may not suit everyone. Within our risk framework, we can manage portfolios to a custom strategy, based on a client’s individual situation and investment preferences and requirements. You can speak with your Investment Manager for more information. Investments that can drive growth, including equities and other asset classes that behave a similar way. 7 rathbones.comUS Resident Client brochure  ITEM 9 - DISCIPLINARY INFORMATION There are no legal or disciplinary events that are material to report. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Of our related parties, the only Firm that provides services to our US Resident Clients is Rathbones Nominees Limited, who provide custody services. In this regard, we comply with the provisions of Advisers Act Rule 206(4)-2. In addition, on an on-going basis, employees must also disclose (to their line management and compliance) any conflicts that arise and attest to their disclosures annually. We are also required to identify conflicts of interest that arise during the course of carrying out regulated or ancillary activities and the means to address such conflicts. We do not have any affiliates which are broker dealers, commodity pool operators, future commission merchants or commodity trading advisors. or any other financial industry affiliate. Furthermore, we do not recommend or select other investment advisors, nor do we receive compensation directly or indirectly that creates a COI other than those described in this Brochure. Material Non-Public Information Investment Managers have access to confidential client, company, or market information that constitutes material non-public (inside) information. Misuse of such information for personal gain creating a conflict of interest and undermining the best interests of clients. To prevent and mitigate this there are clear policies in place to ensure employees to strict confidentiality obligations, information barriers both physical and electronic, trade preclearance requirements and surveillance monitoring. Conflicts of interest As a fiduciary we have a continuing duty to our clients to act at all times in their best interests. This is an essential element of good client service as well as a legal and regulatory obligation. We maintain and operate effective organisational and administrative arrangements, with a view to taking all reasonable steps to identify, avoid, manage and monitor conflicts of interest in order to prevent them from adversely affecting the interests of our clients. Close Links Investment Managers can manage portfolios for family members, creating a conflict of interest with other clients or with the Firm itself. To prevent and mitigate this conflict there are strong policy and conduct governance frameworks, plus employee training to ensure standards of behaviour are maintained. The Firm defines a conflict of interest (COI) as a situation whereby the interests of the Group, its subsidiaries, its employees or its delegates are directly or indirectly in competition with the interests of its clients, or between the interests of different clients. (“Interest” should be construed as a benefit of any nature whether, tangible or intangible, professional, commercial, financial or personal. “Client” covers existing, potential and past clients where a fiduciary duty still exists). Recruitment and Vendor Selection A conflict of interest would arise if an employee involved in recruitment or vendor selection have vested interests that influence selection decisions. Such conflicts occur when personal interests unduly affect professional judgement. To prevent and mitigate this there are clear business tender and recruitment procedures and a conduct governance framework to maintain standards of behaviour are maintained. Our COI policy and procedures requires that all employees apply good judgment and act with integrity to avoid putting themselves or the Firm in a position where conflicts of interest could arise; proactively escalate and disclose any potential or actual conflict of interests that do arise whether the conflict is adequately mitigated. Client Conflicts Conflicts of interest arise when the Firm or its Investment Managers invest in companies where a client, or a client of the Firm, holds a position of significant influence or control (e.g., Director or Non-Executive Director). Such conflicts are identified promptly and managed in accordance with the Firm’s compliance policies to ensure fairness, transparency, and adherence to regulatory requirements. On commencement of employment all employees are required to provide information relating to any outside business activities and conflicts (potential, perceived or actual) that they may have with external parties or entities other than the Group. 8 rathbones.comUS Resident Client brochure  Broker Selection A conflict of interest arises if Dealers route inappropriate business or generate excessive turnover through a specific Broker. To mitigate there are governance policies, monitoring of dealing and activities and a formal annual review of brokers used by the Firm. Outside interests All employees who have outside interests or activities (e.g. Directorships, external positions) are required to fully disclose them and seek approval ( from their line management and compliance) prior to acceptance. The nature of the position is assessed to ensure any conflict or potential conflict of interest with the duties that they owe to clients or the Firm are identified. Inducements – Gifts and Hospitality Within policy parameters employees can give gifts and other non-monetary benefits or receive them from clients, companies or other institutions in recognition of services provided. Our ‘Gifts and Hospitality, policy is intended to ensure that potential conflicts are avoided by prohibiting the offering or acceptance of gifts or non-monetary benefits by an employee unless it is reasonable, proportionate and for a legitimate business purposes. Where applicable, employees must obtain pre-approval for gifts and hospitality and approval will depend, among other criteria, on whether it is an actual or potential conflict of interest. The Firm has business relationships with many third parties, such as product providers. We therefore have processes in place to ensure that any fees or non-monetary benefits provided by third parties do not impair our duty to act in the best interests of our clients. Gifts and Hospitality disclosures are monitored and escalated in accordance with the Group Conduct Risk Framework. Rathbones Group structure Rathbones Group Plc (Group) is structured so that each entity can operate independently with limited intervention from its affiliates. This structure is designed to limit the probability of intergroup conflicts rising. Personal Account Dealing (Employee) A conflict of interest can arise between an employee and the Firm or our clients by virtue of the employee trading on their personal account. All employees, and close links (as defined), are required to obtain pre-clearance for all applicable personal account deals and comply with the obligations set out in our Personal Account Dealing (PAD) policy. Personal account trades are monitored breaches of policy escalated in accordance with the Group Conduct Risk Framework. Entities within the Group can market their products and services to the clients of another entity within the Group. Cross-selling or marketing of in-house products should only take place when the Group entity whose products or services are being marketed is considered the most appropriate provider for the client in question. This is to ensure that the impartiality of the Firm’s advice is not impaired. The teams involved will ensure that any in house products or services being marketed are appropriate and suitable for the client in line with our policies and procedures, and fully comply with any relevant data protection obligations. Fee application Rathbones allow for fee negotiation outside of the standard fee rates applied to client accounts. To address this conflict, we require non-standard fee rate approval by Senior Management and adherence to ‘the SEC Code of Ethics policy’ to ensure ethical behaviour of Investment Directors who agree fee rates with our clients. Business interests and suitability Where the Firm uses discretion to make investment decisions or provide any personal recommendations, we are required to ensure that our actions are suitable for our clients and are not a means for the business or employee to make inappropriate gains. Employees are prohibited from exercising discretion for, or giving advice to, clients in respect of Rathbones Groups Plc shares. Loans The Firm offers a loan facility for clients and there are different interest rates applied to them. To address any conflict arising we have a formal sign-off process in place to ensure the fair treatment of clients. Investment committees The ‘Investment Process Conflicts of Interest Policy’ has been developed to manage and mitigate the potential conflicts of interest that arise as the investment process is implemented by the investment committees. The policy provides a clear ethical and procedural framework to be followed by employees when working in the contest of the investment committees. Remuneration The remuneration of all employees, including the Executive, Senior Managers, Investment Directors within the Group, usually consists of a salary, profit share and from time to time a discretionary related bonus. We do not employ anybody who is remunerated on a commission only or part commission basis. To mitigate conflicts, we have a Remuneration policy in place which is owned by the Remuneration Committee whose remit is to ensure that all schemes are independently managed and do not encourage inappropriate behaviour. The Board recognises potential for conflict and employee activity is monitored to remain alert to any potential abuse. Stewardship services Conflicts of Interest can arise in respect of the stewardship activities conducted by the Firm, for example in the exercise of voting rights. Among other reasons, conflicts can arise because the Firm votes with its own interest which can conflict with the interests of clients. Policies, procedures and protocols are in place which are designed to identify and manage such conflicts. 9 rathbones.comUS Resident Client brochure Aggregation The Firm is able to combine (‘aggregate’) a transaction for a client with the Firm’s own orders and orders of other clients at the discretion of the Investment Director if it’s in the best interests of clients. However, we are under no obligation to aggregate client trades. The effect of aggregation can work to the disadvantage of a client and this is disclosed to clients in our Terms of Business. Allocation Investment Managers undertake transactions in new issues and placings. In circumstances where the full allocation of shares is not obtained there are procedures to prevent a conflict of interest arising between the client’s and Firm’s interests. Notably, to address this conflict we remove employee trades under these circumstances and require pre- trade allocations to be pro rata to ensure fair treatment. ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING The Rathbones Group Plc is an ethical organization that actively seeks to conform and comply with any law, code or regulation, which applies to the conduct of business in the territories in which it operates. Any client or prospective client will be provided a copy of the Code of Ethics upon request. Code of Ethics We have adopted a Code of Ethics in compliance with Advisers Act Rule 204A-1. This is designed to protect against the use of confidential client information. Our Code of Ethics, among other things, sets forth the standards of business conduct we require from our “Access Persons” (as such term is defined in the Code of Ethics) and requires them to comply with applicable federal securities laws. Our Code of Ethics, addresses, inter alia, personal account dealing by Access Persons (as such term is defined in the Code of Ethics) to ensure that no one misuses confidential client information. We operate a policy which applies to dealing on behalf of clients and for the personal accounts of members of staff or close links, to prevent the misuse of inside information. Any person who obtains inside information must report it to the Compliance Surveillance team who record it and provide advice as to how that person should handle the situation. That person (and anyone in possession of inside information) may not trade for their own account or those of their clients until the information is public. Detailed lists are maintained by the company secretary of all staff involved in projects or product developments which may have market sensitive implications; this is a requirement in order to comply with the UK ‘Market Abuse’ regime and which carries the potential for civil and/or criminal penalties for non-compliance. All Access Persons are required to pre-clear personal account dealing, including Initial Public Offerings (IPOs) and private placements. All Access Persons must report all confirmation of personal account dealing (i.e. contract notes) promptly. On a quarterly and annual basis, Access Persons are required to attest to their personal account dealing history (for the previous quarter and year) within 25 business days of receipt. Participation or interest in client transactions At times, related persons may have an interest, relationship or arrangement that is material in relation to the investment, transaction or service concerned. The actions to address these conflicts are covered in Item 10. We do not engage in proprietary trading. We require Access Persons to comply with ethical constraints relating to clients and their accounts, including restrictions on giving gifts to and receiving gifts from clients in violation of our gifts and hospitality policy. Access Persons may give and receive gifts and benefits from financial service companies whose products and services they purchase for clients. This policy requires that all gifts and benefits received or given with a monetary value of more than £150, or £500 for the event or occasion, must obtain prior permission of their line manager and CCO (or their delegate). 10 rathbones.comUS Resident Client brochure Personal account trading An Investment Director who has access to confidential client information may not enter into a personal account transaction that meets any of the following criteria: Advising An Investment Director may not advise any other person to enter into a transaction which, if a personal transaction of the Investment Director,would be covered by the points above. – Investment Directors must comply fully with these rules. that person is prohibited from entering into it under the Market Abuse Directive; – it involves the misuse or improper disclosure of that confidential client information; or – it conflicts or is likely to conflict with an obligation of the Firm to a client under the regulatory system or any other obligation of the Firm under the rules. ITEM 12 - BROKERAGE PRACTICES The best execution factors to be considered are detailed below. – Price – Speed – in a volatile market it is generally better to try to execute a trade quickly, whereas in a less liquid market it may be better to trade slower, to limit market impact Selecting brokerage firms Investment Directors have the authority, for their discretionary clients, to determine, without obtaining specific client consent, the stock to be bought or sold. The broker will be selected by the Dealing Desk in line with best execution requirements as outlined below. For nondiscretionary clients, consent is required from the client to carry out such transactions. – Likelihood of execution and settlement – Size – as above in relation to speed, the size of an order may influence how an order may be handled – Nature – if the nature of an order requires that it be handled differently, this may have an impact on how best execution is achieved – Cost – RIM does not normally pass execution costs onto clients, but there are various costs associated with utilising different order executors/venues. The costs include broker commission, exchange fees, and transaction reporting charges – Any other consideration relevant to the execution of an order – Our policies and procedures exclude the payment of ‘soft- commissions’ (i.e. soft dollars) i.e. payment in the form of services and/or products from brokers in exchange for order flow. Research is obtained at a Group level and is used to service all discretionary and non-discretionary funds. No other Rathbones company provides research to Rathbones for use for its US Resident Clients. Clients do not pay commissions to external brokers. Client orders are controlled by a central dealing team using procedures that are reviewed regularly to determine the preferred destination for execution based on asset class, size, etc. Clients will not be directed to any broker offering better commission rates and this is effectively controlled through the negotiation of a standard rate between the Group and external brokers in respect of all like-for-like trades. Rathbones treats all clients as retail clients from a best execution perspective. In the absence of specific instructions from a client, all orders are handled in the same manner, whether from execution-only, discretionary or any other service level Best execution Rathbones does not execute any equity trades direct with the market. Rathbones will pass trade details onto execution entities who will execute trades with the market. The factors taken into account in determining the execution criteria include the characteristic of: – the client order; – financial instruments that are the subject of that order; and – the execution venues to which that order can be directed. The above factors represent general principles rather than an absolute guide to which factors will always be treated as more or less important than the others. It is not possible to be absolute as the variations between market conditions and the characteristics of the order are almost infinite. Markets are dynamic environments, and changing market conditions mean that a dealing strategy may change at any point during the life of an order. 11 rathbones.comUS Resident Client brochure Rathbones treats all clients as retail clients from a best execution perspective. Aggregation of client orders Rathbones may aggregate client orders. The full policy is included in our Terms of Business. We have a formal approval process for the selection of brokers with whom client orders are placed. This process provides for the proposed broker appointment to be scrutinised by staff who are not involved in the portfolio manager/broker relationship. Allocation of client orders In the event of an order not being completed, the executed portion of the trade will be booked across the aggregated clients on a pro rata basis, unless it is uneconomic to do so. The full policy is included in our Terms of Business. Approved brokers are reviewed on an annual basis to ensure they are providing the service we require for our clients The key execution entities used by Rathbones are: – Retail Service Providers (RSPs) who provide a quote driven electronic trading platform. They compete with each other for order flow and therefore often make tighter prices than those seen on the primary exchange. This competitive market enables Rathbones to choose the best price for clients.; and – Direct Market Access (DMA) is an electronic method of gaining access to the London Stock Exchange and Recognised Investment Exchanges (RIEs) as well as other pools of liquidity. It is through access to a wide variety of execution venues that Rathbones seeks to ensure transactions are executed efficiently and effectively. Trades executed through this medium attract a small brokerage charge, however these charges are absorbed by Rathbones. Rathbones, paying due regard to the size and scale of the business, has developed a default order flow: 1. For UK equities the default is to seek to place the order out through the RSPs. Where we are not able – or do not feel it would necessarily be to the client’s benefit from a best execution perspective – to place the order through the RSPs then we will follow one of two options. We will either place the trade via DMA or with an external broker. The decision as to which, will be made on a trade by trade basis by the Rathbones Dealing Desk. 2. Overseas equities trades will be placed with an external broker which usually attracts a broker charge. 3. Bonds can be executed via Bloomberg All Quote directly with a market making bank or with an external broker. Again, the decision as to which avenue to take will be made on a trade by trade basis by the Rathbones Dealing Desk. 4. For illiquid securities, specialist brokers will be employed to execute orders on behalf of our clients. 12 rathbones.comUS Resident Client brochure US Resident Client brochure ITEM 13 - REVIEW OF ACCOUNTS Clear and transparent reporting When you ask us to invest your money, effective communication is important and we will provide you with timely information. Managing your portfolio Your investment manager will manage your portfolio actively to respond to changing conditions in the global economy and financial markets. They will also be responsible for making any adjustments if your situation or objectives change, as well as managing your expectations of what we can achieve. This is why it is so important that you tell us if your circumstances or objectives change. We believe in clear and straightforward reporting through regular portfolio valuations. You may ask us to send you an up–to–date valuation at any time and you can access your portfolio on demand 24 hours a day through our secure online portal. We take a realistic approach to managing portfolios. Recent history reminds us that the unpredictable happens more frequently than expected, so we seek to position portfolios to protect value within the context of each client’s objectives and attitude to risk. It also teaches us about the importance of not investing in securities and strategies that are obscure or unnecessarily complex. We have invested in our ability to monitor how your investments perform. The sophisticated, market–leading software that we use enables us to provide you with comprehensive performance data and portfolio information. Our systems also enable investment managers to manage tax issues that may arise in your portfolio and prepare the information needed in support of your annual tax returns. We provide other information to our clients through various publications in print and online. These include Investment Insights, which covers the main themes affecting today’s global economy and financial markets. You may wish us to consider specific investments because of strong beliefs, support for a particular cause, or possibly for other personal reasons, such as a family link. In such cases, we will only include them in your portfolio where they complement the agreed strategy, rates and currency exchange rates may affect their value. Portfolio Reviews Client portfolios are continuously monitored by your investment manager. In addition, on a monthly basis client portfolios are also reviewed centrally to ensure alignment of both asset allocation and holdings. Portfolio performance is also checked against the relevant benchmarks. All exceptions are formally investigated and escalated where required. ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION RIM and its affiliates do not market to US Resident Clients or prospective Clients. RIM does not use any third parties or have any arrangements in place whereby a firm would refer US Resident Clients to us or where we would engage firms to solicit clients for us. 13 rathbones.comUS Resident Client brochure US Resident Client brochure US Resident Client brochure ITEM 15 - CUSTODY Registration of investments We provide a registration and custodial service in respect of UK investments beneficially owned by our clients through a nominee company (Rathbone Nominees Limited) which is wholly owned by us (a Rathbones Group company). The nominee is set up under UK Trust legislation and, although the assets held within it are controlled by us on a day to day basis, investments are registered to the nominee to ensure that they are segregated from our own assets. Rathbones utilises a third-party custodian for all non-UK investments and another for all Collective Investment Schemes. Designated accounts record clients’ investments separately from our own assets. Description of custody services We provide custody services for you in respect of your Portfolio via Rathbones Nominees Limited, an affiliated company whose role is to hold client assets separate from us. Rathbones Nominees Limited (the “Custodian”) is a qualified custodian in accordance with the Investment Advisers Act of 1940 under Rule 206(4)-2 (the “Custody Rule”). The Custodian, a non-US financial institution, customarily holds financial assets for its customers and maintains the clients’ assets in customer accounts segregated from its own proprietary assets. The Custodian is also subject to other relevant regulatory requirements in the United Kingdom. We take steps to ensure that account statements are delivered at least quarterly by the qualified custodian. These should be reviewed carefully by you, the client. RIM also uses the qualified custodians Bank of New York Mellon (BNYM) and Allfunds to hold client assets. Portfolio statements When you receive quarterly valuations you should check carefully and compare the details with the quarterly statements you will receive from the custodian and any other party referring to the same information. An Investment Director or the person noted on the report should be notified immediately if you believe there are any discrepancies in the information. Because the Custodian is an affiliate of RIM, we are deemed to have custody of client accounts under the Custody Rule. As required for investment advisors who have custody of US client assets, we undergo an annual surprise custody examination conducted by an independent auditor. However, your cash is held by us in an account under a limited banking service. We will send a copy of our records to Rathbones Nominees Limited so that it can provide a statement of what your holdings are in its collection of assets. In the provision of these services we will be responsible for the safekeeping of investments within your Portfolio, arranging for the registration of your investments in accordance with SEC and FCA Rules, the settlement of transactions in respect of your Portfolio, the collection of income and the carrying out of other administrative actions in relation to your Portfolio. ITEM 16 - INVESTMENT DISCRETION we buy or sell specific investments in your Portfolio, we will evaluate your request in light of your investment Mandate and our suitability obligations, and we retain the discretion to decide whether to execute the transaction. Rathbones Investment Management exclusively provides a discretionary service for US Resident Clients. Under this arrangement, we have full discretion to make investment decision for your Portfolio, in accordance with our suitability obligations. This discretionary authority is established in the initial contractual agreement that marks the commencement of our client relationship with you. Should you request that Full details on discretionary investment service can be found in the US Resident Client Terms of Business. 14 rathbones.comUS Resident Client brochure ITEM 17 - VOTING CLIENT SECURITIES – We also vote proxies when Rathbones’ aggregated discretionary holdings in a company that is not in the aforementioned lists but exceed 2.5% of that company’s issued. – In accordance with our fiduciary responsibilities to our clients, and Advisers Act Rule 206(4)-6, we have adopted and implemented a policy and supporting procedures which, we believe, are reasonably designed to ensure that proxies are voted in the best interests of our clients. We circulate information on other holdings in order to provide information to Investment Directors and to provide a mechanism to enable them to place ad hoc voting instructions. – The policy and procedures include guidelines which cover our fiduciary duties to you, as a client, and other relevant facts and circumstances to be considered at the time of the vote. These procedures and safeguards are designed to resolve any material conflicts of interest in the best interests of the client. We shall abstain from voting a client proxy if we conclude that the effect on the client’s economic interests or the value of the portfolio holding is indeterminable or insignificant. – Similarly, we abstain from voting a client proxy if the costs are unjustifiable. Discretionary holdings We will exercise or refrain from exercising any voting rights in our absolute discretion if we think it is in your best interests to do so. – We abstain from voting a client proxy if a written instruction is received instructing us not to do so. – We are unable to issue votes for markets which require ‘power of attorney’. In exercising such voting rights the interests of clients are paramount and any material conflicts of interest between the Rathbones Group and clients will be managed under our conflicts of interest policy. We retain the ability to issue split votes. When voting shares on behalf of clients, conflicts may arise between different clients who hold equities and fixed interest securities. For example, a separate committee exists which may take external advice on voting the proxy holding and individual managers are able to vote shares separately which may result in a split of the voting rights. Our voting policy is to vote the majority of discretionary shares by value except where it is not economic to exercise the votes given the size of holding or other considerations. A copy of our proxy voting policy is available to you on request. Details of how we have exercised any proxy votes on your behalf are similarly available on our website through our vote disclosure tools. On request, we will provide you with a copy of our policy and procedures. These can be obtained by contacting RIM’s Chief Compliance Officer, at Rathbones Investment Management Limited, Port of Liverpool Building, Pier Head, Liverpool, L3 1NW. A Corporate Governance Consultancy (Institutional Shareholder Services) provides recommendations to us based on our custom policy on proxy voting as required. The significant content of the policy and procedures for discretionary holdings is as follows: – Voting with purpose The cornerstone of all responsible investment is an active and considered approach to proxy voting. Where we hold direct investments for you, we actively vote on the most material issues at the biggest companies. We vote proxies arising from Rathbones’ discretionary holdings in our Top UK holdings, International holdings and listed collectives by value. ITEM 18 - FINANCIAL INFORMATION Financial condition Rathbones does not require or solicit prepayment of any fees for clients in advance of services provided. We have not been the subject of a bankruptcy petition. 15 rathbones.comUS Resident Client brochure No part of this document may be reproduced in any manner without prior permission. Rathbones Investment Management Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered office: Port of Liverpool Building, Pier Head, Liverpool L3 1NW Registered in England number: 01448919 VAT Registration number: GB 241 6893 49 Copyright © 2026. Rathbones Group Plc. All rights reserved. SEC INF 001 ADV2 US RESIDENT CLIENT BROCHURE – CR1334 – 03-26 34636 PDF only 16 rathbones.comUS Resident Client brochure