EARNEST PARTNERS LLC

EARNEST Partners, LLC (hereinafter “we, us, Firm”) provides investment management services and we have been in business since 1999. We generally may offer investment advice on a variety of securities including without limitation the following: equity securities, equity-linked securities, mutual fund shares, limited partnership interests, membership interests, fixed income securities, notes, debentures, convertible securities, depositary receipts, related rights, options (including without limitation, listed and over-thecounter options and the writing of options, whether or not covered), warrants, other securities, currencies and commodities, futures contracts, forward contracts, swaps, options on the foregoing, other derivative instruments and hybrid instruments, and other instruments and investments, in each case of every kind and character, traded on United States and non-United States markets (including over-the-counter markets) and exchanges. We generally will not advise or act for clients in legal proceedings, including class actions or bankruptcies, involving securities purchased or held in clients’ accounts. Commercially reasonable efforts are used to transmit copies of class action notices we receive to the client or the client’s designee and we will not be responsible for reasonable delays in transmission. The Firm provides investment advisory services and in some cases execution of client transactions for wrap fee programs, but does not sponsor wrap fee programs. Other than the range of allowed client-imposed restrictions and trading related aspects, wrap fee accounts are generally managed to the same investment strategies as non-wrap fee accounts. A portion of the wrap fee is paid to us as the compensation for our services. The Firm is greater than 25% owned by Westchester Limited EP, LLC. Paul E. Viera indirectly owns more than 25% of the Firm through Westchester Limited EP, LLC and The PEV Revocable Living Trust. The amount of client assets managed as of December 31, 2025: Discretionary basis: Non-discretionary basis: Total:

$42,550,825,635 $ 57,808,201 $42,608,633,836

For purposes of claiming compliance with the CFA Institute’s Global Investment Performance Standards (GIPS®), the Firm has defined its Institutional Division and Non-Institutional Division as separate firms. The Non-Institutional Division currently consists of advisory programs under which a fee, not based directly upon transactions in a client’s account, is charged for investment advisory services and in some cases the execution of client transactions (i.e. wrap fee programs). Only the Institutional Division claims compliance with GIPS® and as a result, the Institutional Division’s assets under management (AUM) will be presented when marketing the Institutional Division’s investment performance. The AUM for both Divisions will be shown for regulatory purposes (i.e. Form ADV, prospectuses, etc.). The Non-Institutional Division performance will be related performance which means the performance results of one or more related portfolios as a

composite aggregation of all portfolios falling within the stated criteria. Related portfolio means a portfolio with substantially similar investment policies, objectives, and strategies as those of the services being offered in the advertisement. Actual client portfolios and actual client performance may vary significantly from related portfolios and related performance, depending on client restrictions, guidelines, inception date, size of the account, and other factors.

Our standard annual fee schedules are set forth below. Fees are generally based upon the market value (including any adjustments) of the assets under management at the end of each calendar or fiscal quarter and are charged in arrears. Asset values are determined in accordance with the Investment Management Agreement between the Firm and each client. A quarterly fee is generally calculated by applying the annual fee rate to the total market value of the assets and then taking one-quarter of the total as the quarterly fee. If a client account commences at any time other than at the beginning of a quarterly period, the first quarterly fee will generally be prorated to the end of the first quarterly period. A client may generally make additions to a client account at any time, subject to the Firm’s right to terminate a client account that falls below the minimum account size, if any. Additional assets received into a client account after it is opened, equal to or greater than 10% of the client account value, will generally be charged a pro rata fee based upon the number of days remaining in the quarter. A client may withdraw client account assets upon written notice to the Firm, subject to the usual and customary securities settlement procedures. The Firm reserves the right to terminate a client account that falls below the minimum account size, if any. Assets withdrawn from a client account, equal to or greater than 10% of the client account value, will generally be charged a pro rata fee based upon the number of days elapsed in the quarter. Account aggregation (householding) or the application of breakpoints for fee calculations, are determined in accordance with the Investment Management Agreement between the Firm and each client. The fee is generally due and payable within 15 days after the end of each quarterly period. Clients may authorize us to invoice their custodian directly for the payment of fees, simultaneously sending a copy of the invoice to the client or the client’s designee, or authorize us to invoice the client directly for the payment of fees. Fees are generally subject to change with 90 days prior notice to the client. Clients are generally permitted to terminate their contracts with us upon written notice to the Firm provided some reasonable time (normally 30 days) prior to the effective date of the termination. If the investment advisory agreement is terminated, fees due to us will generally be prorated to the date of termination. The Firm generally does not impose start-up, closing or penalty fees in connection with a client account. 1. All Cap Accounts: 1.00% on the first $10,000,000 0.75% on the next $15,000,000 0.60% on the next $25,000,000 0.50% thereafter 2. Small Cap and Small/Mid Cap Accounts: 0.95% on the first $15,000,000 0.85% on the next $20,000,000 0.75% on the next $25,000,000 0.65% thereafter

3. Mid Cap Accounts: 0.90% on the first $15,000,000 0.80% on the next $20,000,000 0.75% on the next $25,000,000 0.65% thereafter 4. Large Cap and Balanced Accounts: 0.75% on the first $10,000,000 0.50% on the next $10,000,000 0.35% thereafter 5. International and Global Equity Accounts: 0.80% on the first $10,000,000 0.70% on the next $25,000,000 0.60% on the next $50,000,000 0.50% thereafter 6. Emerging Markets Equity Accounts: 0.95% on the first $50,000,000 0.80% on the next $75,000,000 0.70% on the next $100,000,000 0.60% thereafter 7. Fixed Income Accounts: 0.30% on the first $20,000,000 0.20% on the next $30,000,000 0.15% on the next $150,000,000 0.10% thereafter 8. Surplus Interest Accounts: 1.00% on all assets The investment advisory fees a client pays to the Firm may be subject to negotiation, and may be higher or lower than the fees we charge other clients and may be higher or lower than the fees for similar services charged by other investment advisers. Factors we may consider in negotiating fees may include the amount and/or complexity of services required, the type of assets under management, the types of investment guidelines and restrictions imposed upon the management of the accounts, the amount of assets under management, the expectation for the amount of assets to grow rapidly, our prior relationship with the client, whether we are acting in a discretionary or non-discretionary capacity, the extent of reporting or other administrative services required, the level of due diligence we provide, and various competitive factors. In addition to the foregoing, there may be specialized investment strategies with individualized fee arrangements in place as well as historical fee schedules with long-standing clients that may differ from those applicable to new client relationships. The specific fee arrangements applicable to any particular client are set forth in the Investment Management Agreement between the Firm and the

particular client. If there is a conflict between the preceding statements and the Investment Management Agreement, the Investment Management Agreement will control. The fees due to us cover only the investment management services we provide and do not include costs associated with gaining access to foreign markets (including restricted markets such as China, India, etc.), brokerage commissions, mark-ups and mark-downs, dealer spreads or other costs associated with the purchase and sale of securities, custodian fees, interest, taxes, or other account expenses. Also, each fund (e.g. mutual fund, exchange traded fund, etc.) in which we may invest on behalf of a client will bear its own investment advisory fees and other expenses which are disclosed in each fund’s prospectus. Clients will also incur brokerage and other transaction costs. Item 12 of this brochure discusses brokerage practices.

The Firm generally uses a variety of analysis methods including without limitation fundamental, technical, and cyclical analysis in formulating investment advice or managing assets, with our information coming from a variety of sources including without limitation financial newspapers and magazines; inspections of corporate activities; research materials prepared by others; corporate rating systems; annual reports, prospectuses and filings with the SEC or other regulatory bodies; and company press releases. The investment strategies we use in formulating investment advice or managing assets primarily include long term purchases (securities held at least a year) and short term purchases (securities held less than a year), but from time to time may also include trading (securities sold within 30 days). Additionally, as described below, some investment strategies may also include short sales, margin transactions or other uses of leverage, and option writing, including covered options, uncovered options or spreading strategies. From time to time, depending on the sophistication and risk tolerance of a client, we may occasionally implement, as part of such client’s overall investment strategy, a separate account employing an alternative investment strategy (“Alternative Strategies”), including without limitation, an equity market neutral strategy or a fixed income absolute return strategy. Alternative Strategies may present special risks, including without limitation, higher fees, higher trading costs, volatile performance, heightened risk of loss, use of leverage, and are not suitable for all of our clients. As a result, Alternative Strategies will be offered only to those clients for whom they are reasonably determined to be suitable. Clients should understand that all investment strategies and the investments made pursuant to such strategies involve risk of loss (including the risk of loss of the entire investment) which clients should be prepared to bear. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The investment decisions made and the actions taken for client portfolios will be subject to various market, liquidity, currency, economic, political and other risks, and investments may lose value. The types of risks to which a client portfolio is subject, and the degree to which any particular risks impact a client portfolio, may change over time depending on various factors, including the investment strategies, investment techniques and asset classes utilized by the client portfolio, the timing of the client portfolio’s investments, prevailing market and economic conditions, reputational considerations, and the occurrence of adverse social, political, regulatory or other developments. Investment should be made only after consulting with independent, qualified sources of accounting, investment, legal, tax and other advice. The information contained in this brochure cannot disclose every potential risk associated with an investment strategy, or all of the risks applicable to a particular client’s portfolio. Rather, it is a general description of the nature and risks of the strategies and securities that clients may include in their investment guidelines for their portfolio. Clients should not include these strategies and securities in their guidelines for their portfolio unless they understand the risks of these strategies and securities that they permit the Firm to utilize for their investment portfolio. Clients should also be satisfied that such strategies and securities are suitable for their portfolio in light of the clients’ circumstances, investment objectives and

financial situation. In addition, clients of pooled investment vehicles that are managed, advised or sub-advised by the Firm should review the prospectuses, offering memorandums and constituent documents for additional information about risks associated with those products. Certain risks of investing in securities and in using the Firm may include, but are not limited to, the following: Certain Risks

The risks that stock prices will fall significantly over short or extended periods of time. • Historically, the equity market has moved in cycles, and the value of securities may fluctuate significantly from day-to-day. • Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments, including changes in interest rates or a decrease in consumer confidence, that are unrelated to the issuer itself or its industry. The prices of securities issued by such companies may suffer a significant decline in response. Current economic conditions in some cases have produced downward pressure on security prices and credit availability for certain companies without regard to those companies’ underlying financial strength.

The percentage of the client’s portfolio assets invested in individual securities and in various regions, countries, states, industries and sectors will vary from time-to-time depending on our perception of investment opportunities. Investments in particular securities, regions, countries, states, industries or sectors may be more volatile than the overall stock market. Consequently, a higher percentage of holdings in a particular security, region, country, state, industry or sector may have the potential for greater impact on the performance of the client’s portfolio.

Smaller companies may have limited product lines, markets, or financial resources or they may depend on a few key employees. The securities of smaller companies may trade less frequently and in smaller volume than more widely held securities and the prices of these securities may fluctuate significantly more sharply than those of larger companies. Securities of such issuers may lack sufficient market liquidity to enable a client portfolio to effect sales at an advantageous time or without a substantial drop in price. Generally, the smaller the company size, the greater these risks. Although mid-cap companies are larger than smaller companies, they may be subject to many of the same risks.

The risks that equity securities purchased at prices below what is believed to be their fundamental value may not increase to reflect that fundamental value or that their fundamental value may have been overestimated or that it may take a substantial period of time to realize that value.

Investing in foreign companies poses significant additional risks since political and economic events unique to a country or region will affect those markets and their issuers. •

In addition, investments in foreign companies are generally denominated in a foreign currency, the value of which may be influenced by currency exchange rates and exchange control regulations.

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Changes in the value of a currency compared to the U.S. dollar may significantly affect (positively or negatively) the value of a security. These currency movements may occur separately from, and in response to, events that do not otherwise affect the value of the security in the issuer’s home country.

Investing in companies located or doing business in emerging market countries poses significant additional risks. An “emerging market” country is any country determined to have an emerging market economy, considering factors such as the country’s credit rating, its political and economic stability and the development of its financial and capital markets. Typically, emerging markets are in countries that are in the process of industrialization, with lower gross national products than more developed countries. •

Investments in emerging market securities are considered speculative and subject to significantly heightened risks in addition to the significant general risks of investing in non-U.S. securities.

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Unlike more established markets, emerging markets may have governments that are significantly less stable, markets that are significantly less liquid and economies that are significantly less developed.

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Emerging market securities may be subject to smaller market capitalization of securities markets, which may suffer periods of significant relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital.

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Emerging markets are often marked by high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other.

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Financial intermediaries may be inexperienced, and counterparties may be subject to weaker safekeeping frameworks. Furthermore, certain jurisdictions may allow for clawback arrangements with counterparties as a result of changes in law. Any such arrangements could result in a client portfolio being required to return distributions it previously received in certain circumstances. Other applicable risks include a lack of modern technology, a lack of a sufficient capital base to expand business operations, the possibility of temporary or permanent termination of trading, the rapid development of political and economic structures, significant custody and settlement risk and problems with share registration. Trading platforms in these markets may be new, and the relevant regulations may be untested and subject to change. There is no assurance that the systems and controls of such trading platforms will be adequate or that such platforms would continue in existence.

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Foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.

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The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies.

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Inflation and rapid fluctuations in inflation rates have had, and may continue to have, significant negative effects on the economies and securities markets of certain emerging market countries.

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Emerging markets may also be adversely impacted by regional and global conflicts and terrorism and war, including actions that are contrary to the interests of the U.S.

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A client portfolio’s purchase and sale of securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices of listed securities, periodic trading or settlement volume, and/or limitations on aggregate holdings of foreign investors. A client portfolio may not be able to sell securities in circumstances where price, trading, or settlement volume limitations have been reached.

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Because the effectiveness of the judicial systems in certain countries in which client portfolios may invest varies, client portfolios may have difficulty in successfully pursuing claims in the courts of such countries, as compared to the United States or other developed countries. Furthermore, to the extent a client portfolio obtains a judgment but is required to seek its enforcement in the courts of one of the countries in which the client portfolio invests, there can be no assurance that such courts will enforce such judgment. Moreover, certain countries with emerging markets have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of, or ignored internationally accepted standards of due process against, private companies, and such countries may take these and other retaliatory actions against a specific private company, including a client portfolio or the Firm. There may not be legal recourse against these actions, which could arise in connection with the commercial activities of the Firm or its affiliates or otherwise, and a client portfolio could be subject to substantial losses. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. The Firm may or may not take action as a result of, or seek to avoid, such retaliatory actions and resulting losses.

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The development of infrastructure, disaster management planning agencies, disaster response and relief sources, organized public funding for national emergencies, and early warning technology may be immature and unbalanced in certain countries with emerging or growth markets. As a result, the impact on such countries, their local economies, and local businesses of an outbreak such as the severe acute respiratory syndrome, avian influenza, H1N1/09, and, most recently, COVID-19, or other similarly infectious diseases may be significant. Prolonged periods may pass before market operations return to normal in such countries.

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The Firm generally provides investment advice to any or all of the following types of clients: individuals, high net worth individuals, banks or thrift institutions, broker-dealers, investment advisers, investment companies (including mutual funds and exchange-traded funds), insurance companies, other pooled investment vehicles, pension and profit sharing plans, trusts, estates, or charitable organizations, corporations or other business entities, sovereign wealth funds, federal government entities, and state or municipal government entities. However, actual client composition is subject to change based on market conditions, business plan and other factors.

The Firm may agree to negotiate performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client) with some clients. We manage accounts that are charged a performance-based fee as well as accounts that are charged an asset-based fee. Side-by-side management of accounts that are charged a performance-based fee and accounts that are charged an asset-based fee, create conflicts of interest because we have an incentive to favor accounts for which we receive a performance-based fee. The conflicts relate to, among other things, the allocation of investment opportunities and the aggregation and allocation of transactions. Policies and procedures have been implemented that we believe are reasonably designed to mitigate and manage the conflicts that arise from side-by-side management. Specifically, we manage client accounts to model portfolios that are approved by our investment team, seek best execution with respect to all securities transactions, and aggregate and then allocate securities transactions to client accounts in a manner that we believe to be fair and equitable.

EARNEST International Pooled Group Trust (the “Pooled Trust Fund”) is a trust fund for which we serve as investment manager. The Pooled Trust Fund was formed by the Firm to qualify as a "group trust" within the meaning of IRS Rev. Rule. 81-100. The Pooled Trust Fund’s investment objective is to seek income and capital appreciation by investing principally in equity and equitylinked securities of non-U.S. companies. EARNEST Emerging Markets Investment Trust Fund, EARNEST International Investment Trust Fund, EARNEST Partners China Fund, and EARNEST Partners Global Fund (the “Trust Funds”), separate series of the EARNEST Series Investment Trust, are trust funds for which we serve as investment manager. The Trust Funds’ investment objective is to seek income and capital appreciation by investing principally in equity and equity-linked securities of U.S. and non-U.S. companies, as applicable. EARNEST Interest Fund I, L.P. (the “Limited Partnership”), is a limited partnership for which we serve as investment manager and our affiliate EARNEST Interest Fund I GP, LLC serves as general partner. The Limited Partnership’s investment objective is to seek income and capital appreciation by investing principally in Confirmation of Originator's Fees (“COOFs”) issued by the fiscal and transfer agent of the U.S. Small Business Administration, as well as other fixed income instruments permitted by the investment guidelines. We are the investment adviser to the EARNEST Partners Multiple Investment Trust (the “Trust”) established by SEI Trust Company (the "Trustee"). The Trust is intended to be a tax-exempt group trust established under Revenue Ruling 81-100. The Trust currently consists of seven separate Funds: EARNEST Partners International Fund, EARNEST Partners International Ex A-Share Fund EARNEST Partners Emerging Market Fund, EARNEST Partners Mid Cap Core Fund, EARNEST Partners Smid Cap Core Fund, EARNEST Partners Smid Cap Value Fund and EARNEST Partners Government Fund. We are an investment adviser to the Reliance Trust Institutional Retirement Trust (the “Trust”) established by Reliance Trust Company (the "Trustee"). The Trust is a tax-exempt group trust established under Revenue Ruling 81-100. The Trust consists of separate Funds, two of which pertain to us: EARNEST Partners Core Bond Fund and EARNEST Partners Short Duration Bond Fund. EARNEST Partners, LLC owns greater than 25% of EARNEST Partners Private Capital, LLC (“EPPC”), an affiliated registered investment adviser. Paul E. Viera indirectly owns more than 25% of EPPC and GREYBULL Partners, LLC (“GREYBULL”), an affiliated registered investment adviser, (“Affiliates”) through Westchester Limited EP, LLC and The PEV Revocable Living Trust, and Peloton, LLC and The PEV Revocable Living Trust, respectively. We generally offer investment advice on equity and fixed income securities to separately managed accounts, registered investment companies, and other pooled investment vehicles, GREYBULL generally offers investment advice on equity and fixed income securities to institutional clients, and EPPC generally offers investment advice on illiquid investment opportunities, including growth equity, venture capital, private equity, and private debt to separately managed accounts and pooled

investment vehicles and also serves as manager of certain Affiliates and generally offers investment advice (including sub-advisory services) on equity and fixed income securities to Affiliates with respect to separately managed accounts and pooled investment vehicles.

Trading The Firm has adopted a code of ethics which is reasonably designed to address potential conflicts of interest and prevent prohibited acts. Our code works in conjunction with our insider trading policy (together, the “Policy”). Among other things, we forbid any officer, member or employee of the Firm (“Related Persons”) from trading, either personally or on behalf of others, on material non-public information or communicating material non-public information to others in violation of the law (i.e., insider trading). The Policy includes procedures requiring Related Persons to report their personal securities transactions to the Compliance Department on a periodic basis. Related Persons may trade in any security that is not currently owned or currently under consideration by the Firm or its Affiliates for their client accounts, but must obtain prior written approval for Initial Public Offerings and Private Placements. If an equity security is owned or currently under consideration by the investment team, the Related Persons may trade in the equity security if (1) prior written approval is obtained, (2) the Firm or its Affiliates have not traded that security within the last 7 days and are not expected to trade in that security in the next 7 days and (3) if the security is included in a model that is traded by a wrap program that is advised by the Firm or its Affiliates, we or our Affiliates have not established or revised the model(s) in the last 7 days and are not expected to establish or revise the model(s) in the next 7 days with respect to the security. If the Firm or its Affiliates have traded the equity security or expects to trade the security, the Related Person may elect to take the de minimis exemption so long as the transaction meets the following requirements: (1) 0.5% of the market capitalization of the company at the time of approval or fewer shares are to be traded; (2) the company in question has a market capitalization greater than $1.0 billion at the time of the approval; and (3) prior written approval is obtained. As additional requirements under the de minimis exemption, the Related Person is required to hold the equity security for 30 days from the original trade date before entering into another transaction in the same security and no more than one de minimis exemption per security per individual can be claimed during a 30-day period. Generally, there are no restrictions on openend mutual fund transactions by Related Persons; however, any mutual funds or exchange traded funds (ETFs) that the Firm or an Affiliate advises or sub-advises, are placed on the restricted list and require prior written approval to trade. Additionally, each lot of such mutual fund or ETF shares purchased must be held for at least 30 days. Bond issues of at least $25 million and that are on the restricted list may be purchased by Related Persons, with prior written approval, in amounts of up to $100 thousand par per month. We believe that our Policy is reasonably designed to prevent prohibited acts and address potential conflicts of interest between our Related Persons and clients. However, clients should be aware that no set of rules can possibly anticipate or relieve all potential conflicts. A copy of our code of ethics will be provided to any client or prospective client upon written request. EARNEST International Pooled Group Trust (the “Pooled Trust Fund”) is a trust fund for which we serve as investment manager. The Pooled Trust Fund was formed by us to qualify as a "group trust" within the meaning of IRS Rev. Rule. 81-100. The Pooled Trust Fund’s investment objective is to seek income and capital appreciation by investing principally in equity and equity-linked

securities of non-U.S. companies. EARNEST Partners generally offers the Pooled Trust Fund to clients or prospective clients as alternatives to separate accounts. The Pooled Trust Fund is offered for sale only to qualified investors pursuant to private placement memorandums. The Pooled Trust Fund may be purchased in accordance with section 3(c)(7) of the Investment Company Act by certain investors which qualify as both “accredited investors” under Rule 501(a) of Regulation D under the Securities Act and “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act who have such knowledge and experience in financial and business matters adequate to enable them to evaluate the merits and risks of the Pooled Trust Fund. The Pooled Trust Fund pays us a management fee of approximately 1.0% annually based on net asset value. In consideration for the management fee, we are responsible for the fees and expenses incurred by the trustee in its administration of the Pooled Trust Fund and for the Pooled Trust Fund’s ordinary operating fees and expenses, but excluding brokerage and other transactional fees and expenses, withholding taxes, foreign jurisdiction taxes and extraordinary expenses. EARNEST Emerging Markets Investment Trust Fund, EARNEST International Investment Trust Fund, EARNEST Partners China Fund, and EARNEST Partners Global Fund (each a “Trust Fund” and together, the “Trust Funds”), separate series of the EARNEST Series Investment Trust, are trust funds for which we serve as investment manager. The Trust Funds’ investment objective is to seek income and capital appreciation by investing principally in equity and equity-linked securities of U.S. and non-U.S. companies, as applicable. EARNEST Partners generally offers EARNEST Emerging Markets Investment Trust Fund, EARNEST International Investment Trust Fund, and EARNEST Partners Global Fund to clients or prospective clients as alternatives to separate accounts. EARNEST Partners generally only offers Class 2 Units of EARNEST Partners China Fund to separate account clients or prospective separate account clients as a way to invest a portion of their separate account assets in China Class A-shares and offers Class 1 Units to investors that are not separate account clients or prospective separate account clients. The Trust Funds are offered for sale only to qualified investors pursuant to private placement memorandums. The Trust Funds may be purchased in accordance with section 3(c)(7) of the Investment Company Act by certain investors which qualify as both “accredited investors” under Rule 501(a) of Regulation D under the Securities Act and “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act who have such knowledge and experience in financial and business matters adequate to enable them to evaluate the merits and risks of the Trust Funds. EARNEST Emerging Markets Investment Trust Fund and EARNEST International Investment Trust pay us a management fee of approximately 1.0% and up to approximately 0.90% subject to the share class, respectively, annually based on net asset value. EARNEST Partners Global Fund pays us a management fee up to approximately 0.65% subject to the share class, annually based on net asset value. In consideration for the management fees, we are responsible for the fees and expenses incurred by the trustee in its administration of the Trust Funds and for the Trust Funds’ ordinary operating fees and expenses, but excluding brokerage and other transactional fees and expenses, withholding taxes, foreign jurisdiction taxes and extraordinary expenses.

Class 2 Units of EARNEST Partners China Fund does not pay us a management fee and Class 1 Units pays us a management fee of approximately 1.0% annually based on net asset value. We are responsible for its operating expenses incurred in providing investment advisory services to the Trust Fund and are also responsible for the fees and expenses incurred for the administration of the Trust Fund and for the Trust Fund’s operating fees and expenses including, but not limited to, trustee, custodial, accounting, audit, organizational, offering, governmental filing and legal fees and expenses and taxes, but excluding without limitation, brokerage and other transactional fees and expenses related to securities and currencies, certain wire and transfer fees, withholding taxes and foreign jurisdiction taxes. EARNEST Interest Fund I, L.P. (the “Limited Partnership”), is a limited partnership for which we serve as investment manager. The Limited Partnership’s investment objective is to seek income and capital appreciation by investing principally in Confirmation of Originator's Fees (“COOFs”) issued by the fiscal and transfer agent of the U.S. Small Business Administration, as well as other fixed income instruments permitted by the investment guidelines. EARNEST Partners does not offer the Limited Partnership to new clients. The Limited Partnership pays us a management fee of approximately 0.70% annually on the first $300 million of the Limited Partnership’s billing asset value (as defined in the limited partnership agreement) and 0.40% annually on the Limited Partnership’s billing asset value in excess of $300 million. The Firm is the investment adviser to the EARNEST Partners Multiple Investment Trust (the “Trust”) established by SEI Trust Company (the "Trustee"). The Trust is intended to be a taxexempt group trust established under Revenue Ruling 81-100. The Trust currently consists of seven separate Funds: EARNEST Partners International Fund, EARNEST Partners International Ex A-Share Fund, EARNEST Partners Emerging Market Fund, EARNEST Partners Mid Cap Core Fund, EARNEST Partners Smid Cap Core Fund, EARNEST Partners Smid Cap Value Fund and EARNEST Partners Government Fund. We generally offer the Trust to clients or prospective clients as alternatives to separate accounts. The Trustee will receive an annual Trustee Fee from the Trust based on the assets invested in each of the Funds as follows: EARNEST Partners International Fund – up to 1.00% subject to the share class, EARNEST Partners International Ex A-Share Fund – up to 0.85% subject to the share class, EARNEST Partners Emerging Market Fund – 1.00%, EARNEST Partners Mid Cap Core Fund – up to 0.60% subject to the share class, EARNEST Partners Smid Cap Core Fund – up to 0.60% subject to the share class, EARNEST Partners Smid Cap Value Fund – up to 0.60% subject to the share class and EARNEST Partners Government Fund – 0.35%. EARNEST Partners’ investment adviser fee, if any, is paid by the Trustee from the Trustee Fee. The Firm is an investment adviser to the Reliance Trust Institutional Retirement Trust (the “Trust”) established by Reliance Trust Company (the "Trustee"). The Trust is a tax-exempt group trust established under Revenue Ruling 81-100. The Trust consists of separate Funds, two of which pertain to us: EARNEST Partners Core Bond Fund and EARNEST Partners Short Duration Bond

Fund. We generally offer the Trust to clients or prospective clients as alternatives to separate accounts. The Firm will receive a fee equal to a per annum rate on Trust assets invested in a Fund based on the fair market value of those assets as follow: EARNEST Partners Core Bond Fund – up to 0.18% subject to the share class and EARNEST Partners Short Duration Bond Fund – up to 0.15% subject to the share class.

Generally, the timing as to when we begin to trade any security for any client account and the extent to which we trade any security for any client account will be subject to, among other things, our judgment as well as any price, volume, or other limits we may impose. There are no assurances as to the timing of the investment of any client’s portfolio assets generally and/or any changes to the client’s portfolio over time and from time to time. Generally, we seek to coordinate trading between equity Institutional Accounts and equity Managed Accounts, and this means that we may trade equity Institutional Accounts and equity Managed Accounts concurrently or that we may trade or begin to trade equity Institutional Accounts before equity Managed Accounts, which could have an adverse impact on execution prices obtained by equity Managed Accounts. Managed Accounts generally consist of wrap fee program accounts (whether traded or model-only), other traded accounts that do not pay brokerage commissions, and other model-only accounts and Institutional Accounts generally consist of all other accounts. Generally, we use a rotational approach among equity Managed Accounts such that each Managed Account product and each brokerage relationship (which may consist of multiple programs and/or accounts) participating in an equity Managed Account product will have rotation schedules and a single rotation may consist of multiple trades, programs and/or accounts. We may not wait for all trade executions by a rotation schedule participant to be completed before initiating trades for the participant next in order of priority. Generally, we also use a rotational approach among Surplus Interest Accounts such that accounts participating in the Surplus Interest Strategy will have rotation schedules and a single rotation may consist of multiple trades. We may not wait for all trade executions by a rotation schedule participant to be completed before initiating trades for the participant next in order of priority. Our objective in allocating aggregated order trades (including initial public offerings) is to distribute investment opportunities among client accounts in a manner that we believe is fair and equitable, based on the needs and financial objectives of our various clients (including any restrictions or limitations applicable to particular clients). Order aggregation is the process of adding together orders to purchase or sell the same security as one large order. Our policies regarding allocation of aggregated order trades for equity accounts are as follows: •

Transactions for any client account will not be aggregated if prohibited by the client’s guidelines or trading direction.

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Before aggregating orders in a particular case, we should reasonably believe that we will be able to obtain best price and execution for each client participating in the aggregated order. No client is favored over any other in connection with such participation.

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Before entering an aggregated order, we will determine the participating client accounts and the number of shares each participating client account is expected to receive.

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Orders for institutional clients will generally be allocated pro rata unless we determine to use a different allocation method and we reasonably believe that all clients will receive fair

and equitable treatment. We may apply various rounding methodologies to allocate any aggregated trade. The rounding methodologies may be based on a number of judgmental factors that may be unique to a particular aggregated trade. Certain rounding methodologies will tend to favor certain clients (e.g. rounding to required minimum lot sizes on certain foreign securities will favor larger clients versus smaller clients). In conjunction with the pro rata method, a rotation method or computer generated random allocation method may be employed as an allocation tool for partial fills. Allocations for Managed Account clients are generally determined by the respective sponsor. •

Generally, each participating client will receive the average price for each allocation from the aggregated trade and will share transaction costs pro rata, absent any client-imposed arrangements, based on such client’s participation in the transaction.

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The Firm’s books and records will reflect, separately for each participating client account, the aggregated transactions that have occurred and the securities held for the client.

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We do not receive any additional compensation or remuneration as a result of aggregating orders.

The Firm is under no obligation to aggregate orders. If the Firm determines that including a client account in an aggregated transaction is inadvisable, the client or custodial arrangements present unique issues, or trading may be effected through the ETF creation/redemption process, the Firm may not aggregate that account’s trade with other accounts. Our policies regarding allocation of aggregated order trades for fixed income accounts are as follows: •

Transactions for any client will not be aggregated if prohibited by the client’s guidelines or trading direction.

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Before aggregating orders in a particular case, we should reasonably believe that we will be able to obtain the best price and execution for each client participating in the aggregated order. No client is favored over any other in connection with such participation.

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The Firm’s books and records will reflect separately for each participating client account the aggregated transactions that have occurred and the securities held for the client.

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We do not receive any additional compensation or remuneration as a result of aggregating orders.

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Generally, a pro rata method for allocating aggregated trades will be used whereby each client eligible to participate in a particular order receives an allocation based on the current market value of such client’s account relative to the total current market value of all participating clients’ accounts.

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When there is an insufficient quantity of a security to allocate among all clients to whom a trade might otherwise be allocated, it is our policy to allocate the security in our reasonable determination based on the greatest need as measured by the percent of the portfolio invested in cash, the size of the security relative to the size of the portfolio, and the effect of the security on the overall portfolio structure.

Although we will attempt to enforce the fair and equitable distribution of all client transactions, there is no guarantee that the valuation of individual allocations will be consistently favorable to all clients. The Firm will be granted the authority by a substantial majority of its clients to determine, without specific consent, the securities to be bought or sold, the amount of those securities, and the brokers or dealers utilized to effect those trades. Any limitations which might be placed on us are “clientspecific” and, to the extent that they exist, are delineated in documents appended to or referenced in the Investment Management Agreement between the Firm and the particular client. For example, clients may instruct us not to invest in particular issuers, or may direct us to execute all or a specified percentage of their trades with specific brokers or dealers (including authorized participants with respect to exchanged traded fund clients). Managed Accounts that are traded by us typically also direct us to execute trades with the program sponsor (subject to limited exceptions). In selecting brokers to be used in portfolio transactions, our general guiding principle is to seek the best overall execution for each client in each trade, which is a combination of price and execution. With respect to execution, we consider a number of judgmental factors, including, without limitation, the actual handling of the order, the ability of the broker to settle the trade promptly and accurately, the financial and regulatory standing of the broker, the ability of the broker to position stock to facilitate execution, our experience with similar trades and other factors that may be unique to a particular order. Recognizing the value of these judgmental factors, we may pay a brokerage commission that is higher than the lowest commission that might otherwise be available for any given trade. The commission rates paid by our clients with discretionary accounts may be sufficient to allow brokers to provide us with a fairly full array of normal research services, such as information and products (i.e., research), and receipt of research is not the primary motivation in the selection of brokers. Research received from brokers that are providing best overall execution is viewed as added value. It is possible that we may pay, or be deemed to have paid, commission rates higher than we could have otherwise paid in order to be assured of continuing to receive research that we consider useful. Such higher commissions would be paid in accordance with Section 28(e) of the Securities Exchange Act of 1934, which requires us to determine in good faith that the commission paid is reasonable in relation to the value of the research provided. This determination may be based either in terms of the particular transaction involved or our overall responsibilities with respect to all accounts over which we exercise discretion. Accordingly, research provided normally benefits many accounts, including accounts which do not pay commissions or do not pay commissions in excess of an execution rate, rather than just the one(s) on which the order is being executed, and

we may not use all research in connection with the account which paid commissions to the broker providing the research. The proprietary and third party research we receive includes, without limitation, information on the United States and other world economies; information on specific industries, groups of securities, individual companies, political and other relevant news development affecting markets and specific securities; and technical and quantitative information about markets. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, and access to computer databases. In some instances, research products or services received by us may also be used for functions that are not research related (i.e., not related to the making of investment decisions). Where a research product or service has a mixed use, we will make a reasonable allocation according to its use and will pay for the non-research function in cash using our own funds. Clients should consider that this allocation determination creates a potential conflict of interest between clients and the Firm. The Firm maintains an internal allocation procedure to identify those brokers who have provided us with research that we consider useful. These internal guidelines are established by the investment team based, in part, on the quality and usefulness of the research provided and its value to us on behalf of our clients. The amount of brokerage allocated will be based, in part, on the cost of such research, and the amount allocated is generally higher than that which we would pay for the research were we to pay for it in cash using our own funds. When client brokerage commissions are used to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products or services. Clients should consider that there is a potential conflict of interest between their interests in obtaining best execution and our receipt of and payment for research through brokerage allocations as described herein. As stated above, we generally accept directions by Managed Accounts and other clients to utilize a specific broker or dealer (including authorized participants with respect to exchanged traded fund clients) to execute transactions in the respective client’s account. A client who chooses to designate use of a particular broker or dealer should consider whether such designation may have an adverse impact or result in certain costs or disadvantages to the client, because the client may pay higher commissions and/or receive less favorable prices on some transactions than might otherwise be attainable by us. We will generally seek to utilize “step-outs”, when permitted and when feasible for us to do so, for clients that direct brokerage in order for them to receive the same execution, absent any client-imposed arrangements, as clients that do not direct brokerage. A “step-out” trade is where one brokerage firm executes an entire order, and then gives other brokerage firms a credit, or commission, for a specified piece of the trade. Generally, transactions of clients that direct us to execute all or a specified percentage of their trades with specific brokers or dealers (including authorized participants with respect to exchanged traded fund clients) but do not permit us to utilize “step-outs” or we are unable to utilize “step-outs” because of the particular markets (e.g. non-U.S. markets generally do not permit the use of “step-outs”) or because it is not feasible for us to do so, may be executed after the transactions of clients that grant us full discretion in the selection of brokers or dealers or that permit us to utilize “step-outs” and it is feasible for us to do so, but we may execute transactions concurrently. We will generally “trade away” with respect to fixed income transactions for clients that direct brokerage in the event we believe that the directed broker(s) cannot provide best execution or cannot provide the desired securities.

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Not applicable.

No disciplinary information to report.

Client portfolios are monitored by the investment team and staff for adherence to client guidelines, as well as internal policies regarding risk control, expected excess return and dispersion of return. Members of the investment team meet weekly to exchange market views, to discuss investment ideas, and to review strategies for the coming week. The performance of each client account is reviewed periodically by the investment team and staff and compared with standard indices and with accounts of like objectives. Each account has a risk level which is consistent with accounts of comparable objectives. The titles of the supervised persons who conduct the reviews are generally that of Associate Director or higher. Generally, quarterly or more frequent written statements are provided to clients. Quarterly statements generally include a holdings summary, a transactions summary, a performance summary, and portfolio characteristics. When requested, additional information will be provided.

The Firm does not participate in the selection of custodians, except with respect to certain proprietary pooled investment vehicles, and does not have physical custody of any client’s funds and securities, but may be deemed to have custody in these instances: 1. When a client instructs us to send advisory fee invoices directly to the client’s custodian. In this instance, client funds and securities are maintained with a qualified custodian (financial institutions customarily providing custodial services) in the client's name or under our name as agent of the client, and we will form a reasonable belief, after due inquiry, that the qualified custodian sends account statements directly to the client. Our due inquiry may include, among other means, seeking to obtain periodic written confirmation from the custodian(s) that account statements were sent to our clients or for clients that select custodians and contract with them, having such clients grant Adviser read-only access to or otherwise enable it to review account statements on our clients’ custodians’ website. 2. When we act as both general partner, managing member, or in a comparable capacity and as investment adviser to the respective limited partnership, limited liability company, or other private fund and the pooled investment vehicle exemption (i.e. it’s audited by an accounting firm registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (PCAOB) at least annually and the financial statements are prepared in accordance with generally accepted accounting principles) is not available. In this instance, we will obtain an annual surprise examination of the pooled vehicle by a non-PCAOB accounting firm and form a reasonable belief, after due inquiry, that the qualified custodian sends account statements of the pooled vehicle to investors. Our due inquiry may include, among other means, seeking to obtain periodic written confirmation from the custodian(s) that account statements were sent to investors or having access to or can otherwise review and confirm that account statements were sent on the custodians’ website. 3. When we act as both general partner, managing member, or in a comparable capacity and as investment adviser to the respective limited partnership, limited liability company, or other private fund and the pooled investment vehicle exemption (i.e. the fund is audited by an accounting firm registered with, and subject to regular inspection by, the PCAOB at least annually and the financial statements are prepared in accordance with generally accepted accounting principles) is available, we will distribute the audited financial statements to all limited partners (or members or other beneficial owners) within 120 days of the end of the fund’s fiscal year. We will obtain a final audit upon liquidation of a pooled vehicle and distribute financial statements to investors promptly after completion of the audit. Our clients will receive account statements from the broker-dealer, bank or other qualified custodian and should carefully review those statements. Unless clients instruct otherwise, they will also receive account statements from us and are urged to compare our account statements against the account statements received from the qualified custodian.

The Firm accepts discretionary authority to manage securities accounts on behalf of clients by entering into a written investment management agreement with the client. Any limitations clients may place on this authority are addressed in the investment management agreement and any written client investment policy and/or investment guidelines.

The Firm will accept authority to vote client securities. The Firm and the client will agree upon the scope of the Firm’s authority and responsibilities to vote proxies on behalf of the client in an investment management agreement. Clients can generally direct us in writing how to vote on their behalf according to specific proxy voting guidelines or how to vote on their behalf in a particular solicitation. Absent any written direction from the client and provided we (or our designee, as applicable) receive the proxies timely and in good order, we will seek to vote the proxies in accordance with our then current proxy voting policies and procedures as generally described below. Proxy Policies The following will generally be adhered to unless we are instructed otherwise in writing by the client: •

While we engage with portfolio companies on a regular basis, we will not actively engage in conduct that involves an attempt to change or influence the control of a portfolio company.

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We will not participate in a proxy solicitation or otherwise seek proxy voting authority from any other portfolio company shareholder.

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We will not act in concert with any other portfolio company shareholders in connection with any proxy issue or other activity involving the control or management of a portfolio company.

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All communications with portfolio companies or fellow shareholders will be for the sole purpose of expressing and discussing our concerns for our clients’ interests and not in an attempt to influence the control of management.

Proxy Procedures The Firm has designated a Proxy Director. The Proxy Director, in consultation with the investment team, will consider each issue presented on each portfolio company proxy. The Proxy Director will also use available resources, including proxy evaluation services, to assist in the analysis of proxy issues. Absent any written direction from the client, proxy issues presented to the Proxy Director will be voted in accordance with the judgment of the Proxy Director, taking into account the general policies outlined above, the Firm’s Proxy Voting Guidelines (currently obtained from Institutional Shareholder Services (ISS)), and the different categories of clients, as determined by the Firm. Therefore, it is possible that actual votes may differ from the general policies and our Proxy Voting Guidelines. In the case where we believe we have a material conflict of interest with a client, the Proxy Director will utilize the services of outside third party professionals (currently ISS) to assist in its analysis of voting issues and the actual voting of proxies to ensure that a decision to vote the proxies was based on the client’s best interest and was not the product of a

conflict of interest. In the event the services of an outside third party professional are not available in connection with a conflict of interest, we will seek the advice of the client. A detailed description of our specific Proxy Voting Guidelines will be furnished upon written request. You may also obtain information about how we have voted with respect to portfolio company securities by calling, writing, or emailing us at: EARNEST Partners 1180 Peachtree Street NE, Suite 2300 Atlanta, GA 30309 invest@earnestpartners.com 404-815-8772 The Firm reserves the right to change these policies and procedures at any time without notice.

Not applicable.