Cantillon Capital Management LLP (“Cantillon”) is a limited liability partnership incorporated under the laws of the United Kingdom and is authorized and regulated by the U.K. Financial Conduct Authority. Cantillon was founded in February 2003 by William von Mueffling. Through various legal entities, Mr. William von Mueffling is the principal owner of Cantillon. As of December 31, 2019, Cantillon managed $15,528,216,903 on a discretionary basis. These assets represent the total assets managed by Cantillon and Cantillon Capital Management LLC (described below) pursuant to the reciprocal subadvisory agreement (the “Reciprocal Agreement”) that they have executed. The terms of the Reciprocal Agreement are applicable to all Clients of both investment advisers and their respective assets. Clients of neither investment adviser are charged additional fees nor incur additional fees due to the Reciprocal Agreement.

Cantillon is an investment manager/sub-adviser and provides discretionary investment management services to investment vehicles including Cantillon Global Equity LP and Cantillon Funds Plc (each a “Fund” and, collectively, the “Funds”) and separately managed accounts (the “Accounts”) intended for institutional investors and other sophisticated investors (the Funds and together with other Clients, the “Investment Portfolios”). Collectively, the Funds and Accounts advised by Cantillon are hereinafter referred to as the “Clients.” Cantillon manages the investments of or acts as a sub-adviser to an affiliated investment manager, Cantillon Capital Management, LLC, a SEC-registered investment adviser. please register to get more info

Cantillon or its affiliate, Cantillon Capital Management LLC, is paid an annual asset-based management fee up to 1.25% for its services to the Funds and Accounts. All fees are agreed upon with each individual Client and are typically based on the size of assets under management. Management fees are paid monthly or quarterly in arrears depending on the Client. The specific management fee charged by and paid to Cantillon is established in each Client’s written agreement with the Firm. As stated above, neither Cantillon nor Cantillon Capital Management LLC receive any additional compensation in connection with the Reciprocal Agreement. Investors and prospective investors in the Funds are encouraged to read the Funds’ respective Private Offering Memorandum or Prospectus to understand the fees and expenses that are borne by the Funds and those for which other service providers, including Cantillon, are responsible. In general, certain costs and expenses incurred in its operation, including, without limitation, taxes, expenses for legal, auditing, company secretarial and consulting services, registration fees and other expenses due to supervisory authorities in various jurisdictions, insurance, and interest are paid out of the assets of the relevant Fund. Costs, charges and expenses (including the fees of the legal advisers) in relation to the preparation of the Private Offering Memorandum or Prospectus and all other documents and matters relating to or concerning the offering of shares in each Fund and any other fees, charges and expenses on the creation and issue of the shares are also paid out of the assets of the relevant Fund. Cantillon’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which are incurred by the Clients. Clients may also incur certain charges imposed by custodians, brokers and other third parties such as fees charged by managers, custodial fees, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and execution costs are exclusive of and in addition to Cantillon’s fee, and Cantillon does receive any portion of these commissions, fees and costs. Cantillon did not invest in mutual funds during the year ended December 31, 2019.

Item 12 further describes the factors that Cantillon considers in selecting or recommending broker-dealers for Client transactions and determining the reasonableness of their compensation (e.g., commissions). please register to get more info

In addition to a management fee, in some cases, Cantillon, or its affiliates, has entered into performance fee arrangements with certain Clients. Cantillon and its affiliates do not have performance fee arrangements with private fund clients. Performance based fee arrangements can create an incentive for Cantillon to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. Cantillon has procedures designed and implemented to ensure that all Clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among Clients. please register to get more info

Cantillon provides investment management services to private investment funds, corporate pension plans, state or municipal pension plans, charitable institutions, foundations, endowments, sovereign wealth funds and other U.S. and international institutions. Cantillon typically requires a minimum account size of $200 million for separately managed accounts. Cantillon can waive this requirement at its discretion. The Funds generally admit only persons as investors who are accredited investors as defined in Rule 506 of Regulation D of the Securities Act of 1933. Additionally, the Funds require a minimum initial investment of $10 million subject to the discretion of the General Partner of the U.S. domestic Fund and the Board of Directors of the offshore Fund to reduce that minimum amount. please register to get more info

Methods of Analysis and Investment Strategy

Cantillon manages the Investment Portfolios with the principal investment objective of seeking long-term capital appreciation by investing in a globally diversified portfolio of equities and equity-related securities, including securities of emerging markets issues which are listed or traded on recognized exchanges. No assurance can be given that the investment objective will be achieved and investment results may vary substantially.

Cantillon’s investment philosophy is based on the understanding that there is a direct relationship between a company’s long term sustainable financial productivity (SFP) and its intrinsic value. Financial productivity is a measure of the profits a company generates for a given level of investment in the business. Measures of financial productivity include: Return on Equity (ROE); Return on Invested Capital (ROIC); and Return on Assets (ROA). Measures of intrinsic value include: Price/Earnings (PE); Price/Book (PB); and Price/Free Cashflow (PFC). The higher the SFP of a business, the higher the corresponding intrinsic value of the business is. Cantillon believes that a diversified portfolio of high SFP businesses generates higher rates of stock market appreciation than the overall market over time. We aim to generate positive rates of return by investing in companies which generate high levels of SFP and whose listed securities trade at a discount to their intrinsic value. These companies typically exhibit attributes such as strong barriers to entry, pricing power and resulting strong free cash flows and returns on invested capital. Cantillon implements its investment strategy through a three-step investment process:
• Stage 1: Quantitative Screening;
• Stage 2: Qualitative (Fundamental) Analysis; and
• Stage 3: Investment Portfolio Construction.

In Stage 1, Cantillon uses a systematic screening process to search databases of over approximately 6,000 companies globally for securities with pricing that substantially deviates from the security’s intrinsic value. Various screens identify companies that have high financial returns (high ROE, ROA, ROIC), yet are attractively priced (low PE, low Price/Sales, etc.) relative to their intrinsic value. The screens are used to narrow the opportunity set of investment ideas.

Analysts then attempt to determine to what extent a security’s mispricing may be explained by its current operating environment and business conditions. Fundamental analysis is conducted to quantify the sustainability of a company’s historic returns and involves a thorough assessment of the quality of management, the competitive landscape, margin and sales trends, brand name, sensitivity to economic and market cycles, and the macro environment in which a company operates. It also involves an analysis of the historic accounts to verify the quality of the returns on capital. As part of the research process, Cantillon's analysts can use expert networks to assist with obtaining research reports pertaining to the securities, sectors or investment vehicles in which they invest client assets.

When the research process is completed, the research analysts pitch their investment ideas. If a stock is approved for purchase, position sizes are then determined by the Senior Investment Professionals, based upon the stock’s liquidity and upside to fair value. Ongoing major risk factors that are being taken by the portfolio are monitored. Cantillon’s investments will primarily include, equities and equity-related securities which are listed or traded on a recognized exchange, including common and preferred stock, exchange-traded options on equities, equity warrants and convertible securities. in all countries, including emerging markets issues. Where appropriate within investment guidelines, Cantillon may also invest in corporate and government fixed-income securities (investment grade, high yield and not rated), spot and forward currency contracts, reverse repurchase agreements for efficient portfolio management, and exchange traded funds that offer exposure to industries, regions or emerging stock markets. Forward foreign exchange currency contracts are utilized for the purpose of managing foreign exchange risk. Risk of Loss
Investing in securities involves risk of loss that Clients should be prepared to bear.
All investments present the risk of loss of principal – the risk that the value of securities, when sold or otherwise disposed of, may be less than the price paid for the securities. The securities and instruments utilized by Cantillon are subject to market fluctuations and other risks inherent in investing in such investments and there can be no assurance that any appreciation in value will occur. Securities markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments. Different parts of the market can react differently to these developments and the value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Investing in foreign securities involves additional risks, such as currency fluctuations, periods of illiquidity and price volatility. Cantillon primarily invests in equity securities and equity-related securities (collectively “equity securities”). Investing in equity securities includes market risk, issue risk, price volatility risk and market trends risk. Cantillon may invest in equity securities without regard to market capitalization. The securities of small-to-medium-sized (by market capitalization) companies, or financial instruments related to such securities, may have a more limited market than the securities of larger companies. Accordingly, it may be more difficult to effect sales of such securities at an advantageous time or without a substantial drop in price than for securities of a company with a large market capitalization and broad trading market. In addition, securities of small-to-medium-sized companies may have greater price volatility as they are generally more vulnerable to adverse market factors such as unfavorable economic reports. Some of the exchanges on which Cantillon’s investments may be listed may be less well-regulated than those in developed markets and may prove to be illiquid, insufficiently liquid or highly volatile from time to time. This may affect the price at which Cantillon may liquidate positions to meet redemption requests or other funding requirements. The risk of loss described herein should not be considered to be an exhaustive list of all the risks which Clients should consider. Investors in the Funds should refer to the applicable offering documents for additional information on risk factors and risk of loss. please register to get more info

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to an evaluation of Cantillon or the integrity of Cantillon’s management. Cantillon has no material facts to disclose. please register to get more info

As previously disclosed Cantillon is also under common control with Cantillon Capital Management LLC, a limited liability company incorporated under the laws of Delaware and an SEC-registered investment adviser which acts as an advisor to the Funds and the Investment Portfolios and for which the Cantillon acts as a sub-adviser. Cantillon Capital Management LLC also serves as a sub-advisor to Cantillon for Investment Portfolios managed by Cantillon. Cantillon is under common control with the Cantillon GP LLC, a Delaware limited liability company, which is the general partner of the U.S. domestic Fund. please register to get more info

Cantillon has adopted a Compliance Manual that includes a Code of Ethics (the “Code”) which sets forth standards of business conduct applicable to Cantillon and its Supervised Persons, which include all employees, and other persons providing investment advice on behalf of Cantillon and others designated by Cantillon’s Chief Compliance Officer (“CCO”). The Code is based on the principle that Cantillon and its Supervised Persons have a fiduciary duty to act in the best interest of Clients. The Code of Ethics includes provisions relating to: the confidentiality of client information: a prohibition on the misuse of material non-public information; a prohibition on rumor mongering; restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items; and personal securities trading procedures, among other things. All Supervised Persons at Cantillon must acknowledge the terms of and compliance with the Code of Ethics annually. The duties of Supervised Persons under the Code are summarized below: Supervised Persons are required to submit to the CCO an initial and an annual report listing their securities holdings and a quarterly report of securities transactions. All personal securities transactions, other than those specifically exempted by the Code, are preapproved by the CCO or his designee. Trade activity is received electronically via automatic feeds into Cantillon’s compliance level filing platform and reviewed by the CCO or his designee (unless a specific exemption applies). The reports of the CCO are submitted to another officer of Cantillon.
• The Code sets out the details of Cantillon’s record keeping requirements as they apply to all Supervised Persons and the responsibilities of the CCO with respect to review of the personal holdings and transaction reports and monitoring compliance with the Code. The Code also outlines policies for sanctioning Supervised Persons who violate the Code.
• Supervised Persons are also subject to restrictions on participating in initial public offerings and all privately placed investments are also subject to preapproval. Cantillon may require Supervised Persons to disgorge any profits from a transaction deemed, after the event, to conflict with Client interests.
• Supervised Persons must comply with the federal securities laws, certify they have read and understand the Code and report any violations of the Code to the CCO.
• The Code sets forth limitations on Supervised Persons receiving gifts from third parties. Supervised Persons may not solicit gifts from any party with whom Cantillon conducts or could conduct business.
• Supervised Persons are prohibited from trading either in their personal accounts or on behalf of Client accounts on the basis of material non-public information. Cantillon anticipates that, in appropriate circumstances, consistent with Clients’ investment objectives, it will cause accounts over which Cantillon has management authority to effect the purchase or sale of securities in which Cantillon, its affiliates and/or Clients, directly or indirectly, have a position of interest. Cantillon’s Supervised Persons are required to follow Cantillon’s Code. Subject to satisfying compliance policies and applicable laws, officers, directors and employees of Cantillon and its affiliates may trade for their own accounts in securities which are recommended to and/or purchased for Cantillon’s Clients. The Code is designed to assure that the personal securities transactions, activities and interests of the Supervised Persons of Cantillon will not interfere with (i) making decisions in the best interest of Clients and (ii) implementing such decisions while, at the same time, allowing Supervised Persons to invest for their own accounts. Under the Code certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of Cantillon’s Clients. In addition, the Code requires pre-clearance of many transactions, and restricts trading in close proximity to Client trading activity. Nonetheless, because the Code in some circumstances would permit Supervised Persons to invest in the same securities as Clients, there is a possibility that Supervised Persons might benefit from market activity by a Client in a security held by a Supervised Person. Supervised Persons trading is continually monitored under the Code to reasonably prevent conflicts of interest between Cantillon and its Clients. Clients, investors and prospective Clients/investors may request a copy of the Code of Ethics by writing to Cantillon Capital Management LLC, 499 Park Avenue, 9th Floor, New York, NY 10022, Attention Mr. Kevin S. Aarons. Certain affiliated accounts may trade in the same securities with Client accounts on an aggregated basis when consistent with Cantillon’s obligation of best execution. Cantillon may combine orders on behalf of an Investment Portfolio with orders for other accounts for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, Cantillon will generally allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. While Cantillon believes combining orders in this way will, over time, be advantageous to all participants, in particular cases the average price could be less advantageous to the Investment Portfolio than if the Investment Portfolio had been the only account effecting the transaction or had completed its transaction before the other participants. In addition, the securities available for purchase by the Investment Portfolio may be reduced at times as a result of such order aggregation by Cantillon. It is Cantillon’s policy that the Firm will not affect any principal or agency cross securities transactions for Clients. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker- dealer, buys from or sells any security to any advisory Client. A principal transaction may also be deemed to have occurred if a security is crossed between a Fund and another Client account. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. please register to get more info

As investment adviser to the Investment Portfolios, Cantillon is granted the discretionary authority in the relevant Private Placement Memorandums and/or investment management agreements to determine the broker or dealer to be used and the commission rates to be paid. Broker-Dealer Selection Criteria: Generally, Cantillon selects brokers and dealers through which to effect transactions on behalf of Clients on the basis of best available execution. Cantillon seeks to effect each transaction at a price and commission that provides the most favorable total cost or proceeds reasonably attainable under the circumstances. Cantillon may consider various factors when selecting brokers or dealers, including, but not limited to, the nature of the portfolio transaction (including the market in question), the size of the transaction, broker’s trading expertise, reliability, responsiveness, reputation, execution, clearance, settlement and error correction capabilities, willingness to commit capital, access to a particular trading market and security conditions (e.g. liquidity, volatility) Research information or services furnished by brokers are typically used in servicing any or all of the Clients of Cantillon. In accordance with recommendations of the Markets in Financial Instruments (“MiFID II’), a directive of the European Union, pertaining to the payment of such research, Cantillon does not use commission credits to pay for equity research and does not currently engage in in commission sharing transactions. Cantillon’s current practice is to use its own resources, i.e., profit and loss (P/L), to pay for third-party investment research for all Client accounts. Cantillon engages an unaffiliated third-party to assist the Adviser with determining the value of the research provided by such brokers. When possible, Cantillon will aggregate the purchase or sale of securities for various Client accounts on an aggregated basis. See disclosure under Item 11. Cantillon may on occasion effect a purchase of a security or securities for one Client account at the same time as a sale of the same security or securities for another Client account. In many instances such transactions will be effected to rebalance the positions held in Client accounts with a view towards achieving uniform results among all Clients in light of differing cash flows due to subscriptions and redemptions or to comply with investment guidelines. Such transactions will generally be effected at volume-weighted average price (VWAP). On these occasions, Senior Investment Professionals and traders will consult to ensure that the transactions are consistent with the investment objectives, policies and restrictions of each Client account and are appropriate for each Client. please register to get more info

Reviews: Cantillon’s Senior Investment Professionals, risk management and operations staff are responsible for monitoring the performance of the Investment Portfolios' investments and executing purchases and sales of securities on behalf of the Investment Portfolios. The Senior Investment Professionals utilize a web based software application developed in- house to review the Investment Portfolios' account and exposures on a regular basis. With the assistance of third-party administrators the operations and accounting department reconcile the accounts on a daily basis. Portfolio positions are updated daily and are reviewed by Cantillon on a daily basis. Reports: The limited partners and shareholders of the Funds will be provided with an annual audited financial statement within 120 days after the end of each fiscal year. Limited partners or shareholder of the Funds are also provided with a monthly valuation of their investment, a monthly performance report summarizing the current exposures and risk information for the Investment Portfolio and a quarterly portfolio review. Separate account holders receive reporting in accordance with the requirements of their investment management agreement, which typically includes a monthly valuation, a monthly performance report and a quarterly investment review. Offering memoranda for the Funds are updated and sent to all investors as required. Cantillon GP LLC, being the general partner of certain of the Funds and/or Cantillon or any other affiliated entity, each in their sole and absolute discretion, and from time to time, may authorize the disclosure of information regarding Fund performance and other Fund information, including the positions held in the Funds’ investment portfolio, risk profiles and other information, to certain investors but not all investors generally. The General Partner and/or Cantillon or any other affiliated entity may seek to impose appropriate limitations on the use of such information so as not to adversely affect the Funds. However, the recipients of such information may be in a position to make more informed decisions regarding their investment in those Funds than other investors, such as whether or when to exercise any rights of withdrawal from, or make additional investments in, the Funds. please register to get more info

Cantillon does not currently compensate any third-party for client referrals. please register to get more info

Each of the Accounts managed by Cantillon and/or its affiliate has a separate custodian selected by the Client for custody and safekeeping of Investment Portfolio assets. The custodian is responsible for, among other things, opening and maintaining a custody account or accounts in the name of the Client and holding and administering all assets of the Client as shall be deposited by the Client from time to time with and accepted by the custodian. Pursuant to custodial agreements, each custodian will clear Investment Portfolio’s securities transactions which are effected through other brokerage firms. Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains Clients’ investment assets. Cantillon urges Clients to carefully review such statements and compare such official custodial records to the account statements that Cantillon may provide. If Clients have any questions respecting the statements and/or custody account statement, Cantillon urges Clients to contact Kevin S. Aarons, Chief Operating Officer, at 212-603-3300. Cantillon reports may vary from custodial statements based on accounting procedures, reporting dates or valuation methodologies of certain securities.

Cantillon has also entered into an administration service agreement with independent third- party Administrators which provide certain administrative services, including continuous and regular reconciliations of Investment Portfolio transactions with brokers and custodians. The limited partners and shareholders of the Funds will be provided an annual audited financial statement within 120 days after the end of each fiscal year. please register to get more info

As investment adviser to the Investment Portfolios, Cantillon is granted the discretionary authority in the relevant organizational documents and/or investment management agreements to determine which securities and the amounts of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular Client account. When selecting securities and determining amounts, Cantillon observes the investment policies, limitations and restrictions of the Clients for which it advises. Investment guidelines and restrictions must be provided to Cantillon in writing. please register to get more info

Unless a Client contractually retains its voting discretion, Cantillon is ultimately responsible for ensuring that all proxies received with respect to a Client’s account are voted in a timely manner and in a manner consistent with each Client’s best interest and with Cantillon’s adopted policies and procedures on a case-by-case basis. Cantillon seeks to ensure that all votes are consistent with the best interests of its Clients and are free from unwarranted and inappropriate influences. Cantillon has contracted with ISS Proxy Exchange (“ISS”) to provide independent research on proxy proposals, recommendations for voting and to vote proxies on behalf of Cantillon. Cantillon uses ISS’ proprietary system to manage the timely voting of all proxy proposals. The ISS website displays the vote it proposes to make on any particular proxy for a company held by Client accounts of Cantillon. Senior Investment Professionals and Analysts access the ISS website to review how ISS proposes to vote a particular proxy and decide whether to accept the proposal. Cantillon does not take positions outside the Client accounts it manages and therefore does not anticipate a situation where there would be a conflict between maximizing long-term investment returns for Clients and the interests of Senior Investment Professionals or Cantillon or its management. If such a situation should arise, the senior management of Cantillon will independently review and evaluate the proxy proposal and the circumstances surrounding the conflict to determine how to vote such proxy so that it will be in the best interest of the Client. Cantillon’s management may also determine whether the conflict of interest will be disclosed to Clients and whether to obtain their consent prior to voting and whether to obtain guidance from independent third parties. Records of proxy materials and votes are maintained by ISS which has undertaken to provide such records to Cantillon upon request. Upon request, Clients may receive a complete copy of the detailed proxy voting policies and procedures and prior voting history is available. please register to get more info

Registered investment advisers are required in this Item to provide certain financial information or disclosures about Cantillon’s financial condition. Cantillon has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding. please register to get more info