First Pacific Advisors, LP

General Description of Adviser and Principal Owners FPA was formed in July 2004 as a Delaware limited liability company. On October 1, 2018, FPA was converted to a Delaware limited partnership. Together with its predecessor organizations, FPA has been in the investment advisory business since 1954. FPA maintains its principal office at 2101 East El Segundo Blvd., Suite 301, El Segundo, California 90245. The Firm is controlled by its general partner, FPA GP, Inc. (the “General Partner”), which is owned and controlled by Steven T. Romick and David S. Brookman as the sole shareholders and directors of the General Partner. In addition, FPA’s equity is owned by the following limited partners: Steven T. Romick, J. Mark Hancock, Mark Landecker, Ryan Leggio, Abhijeet Patwardhan, Brian A. Selmo, and David S. Brookman. As of December 31, 2025, FPA employed approximately 79 persons engaged full-time in portfolio management or investment research, investment operations, trading, client service, legal and compliance, and clerical activities. Types of Advisory Services FPA offers investment advisory services in several fundamental, primarily value-oriented, investment strategies, including: Absolute Fixed Income, Flexible Fixed Income, Short Duration Government, Contrarian Value, Contrarian Value Balanced, Contrarian Value Equity, Small-Cap Value, Large-Cap Value, Multi-Manager Private Credit, Multi-Manager Long-Short Equity, and variations of these strategies to accommodate specific client needs. For additional information about these investment strategies please refer to Item 8. Under its investment strategies, FPA primarily provides investment advisory services to registered investment companies, private funds and separately managed institutional accounts. In addition, FPA provides investment sub-advisory services to investment advisers of third party-sponsored registered investment companies, undertakings for collective investment in transferrable securities (“UCITS”)and collective investment trusts (“CITs”). Additional information about these advisory services and types of clients are described immediately below and in Item 7. Registered Investment Companies (collectively “FPA Registered Funds”) FPA provides investment advisory services to the following investment companies registered under the Investment Company Act of 1940, as amended (the “Company Act”): 

Investment Managers Series Trust III’s (“IMST III”) (formerly, FPA Funds Trust) FPA Crescent Fund (“Crescent”), a diversified, open-end registered investment company managed under the Contrarian Value strategy;

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IMST III’s FPA Flexible Fixed Income Fund (“FFI”), a diversified, open-end investment company managed under the Flexible Fixed Income strategy;

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IMST III’s FPA New Income Fund (“New Income”), a diversified, open-end investment company managed under the Absolute Fixed Income strategy;

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IMST III’s FPA Queens Road Value Fund (“QR Value”), a diversified, open-end investment

company managed under the Large-Cap Value strategy; 

IMST III’s FPA Queens Road Small Cap Value Fund (“QR Small Value”), a diversified, open-end investment company managed under the Small-Cap Value strategy;

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Source Capital (“Source”), a publicly traded (NYSE: SOR), diversified, closed-end investment company managed by the Contrarian Value and Flexible Fixed Income investment teams;

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IMST III’s FPA Global Equity ETF, a publicly traded (Cboe: FPAG), non-diversified, exchange traded fund (“ETF”) managed under the Contrarian Value Equity strategy; and

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IMST III’s FPA Short Duration Government ETF, a publicly traded (Cboe: FPAS), diversified, ETF managed under the Short Duration Government strategy. FPA ETFs are referred to herein collectively as the “FPA ETFs”.

Separately Managed Accounts/Sub-Advised Accounts (“SMAs”) FPA provides investment advisory services to a variety of separately managed account clients, which may include pension and profit-sharing plans, charitable organizations, endowments, insurance companies, corporations and state and municipal government entities. In addition, FPA provides investment advisory services as a sub-adviser to certain investment advisers to investment companies, UCITS and CITs sponsored by third parties. Private Investment Funds (the “FPA Private Funds”) FPA serves as the general partner, managing member, and/or manager of several private funds: 

The FPA Multi-Advisor Strategy Funds: o FPA Multi-Advisor Fund, L.P. o FPA Multi-Advisor Fund II, L.P. o FPA Multi-Advisor Offshore Fund, Ltd., and o FPA Income Opportunities Funds:

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FPA Income Opportunities Master Fund, L.P.

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FPA Income Opportunities Offshore Fund, L.P.

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FPA Income Opportunities Onshore Fund, L.P.

The FPA Contrarian Value and Contrarian Value Equity Strategy Funds: o The FPA Hawkeye Funds: 

FPA Hawkeye Fund, L.P.

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FPA Hawkeye-7 Fund, L.P., and

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FPA Hawkeye Offshore Fund, Ltd.

o FPA Global Opportunity Fund, L.P.

o FPA Select Fund, L.P. o FPA Contrarian Value Equity Fund, L.P., and o FPA Value Partners Fund, L.P. The FPA Registered Funds, SMAs and FPA Private Funds are collectively, “FPA Client Accounts” or “advisory clients.” Investment Strategies and Restrictions FPA manages the FPA Registered Funds and FPA Private Funds based on such client’s strategies, restrictions, and guidelines and does not tailor its advisory services to any particular investor in an FPA Registered Fund or FPA Private Fund. With respect to SMAs, FPA will consider each client’s risk tolerance, time horizon, tax status, liquidity needs, return objectives and preferences. FPA provides its investment advisory services in accordance with the specific investment objectives and restrictions of each FPA Client Account, in accordance with and subject to the directions, guidelines, and limitations imposed by the FPA Client Account through, as applicable, the investment management agreement, prospectus and statement of additional information, declaration of trust, investment policy statement, private placement memorandum, limited partnership agreement, and/or other governing documents (the “Governing Documents”). FPA’s investment discretion with respect to managing the FPA Registered Funds is also subject to the parameters provided by and oversight of the respective FPA Registered Fund’s governing body (e.g., board of directors/trustees). For certain FPA Registered Funds, FPA has delegated investment discretion to a sub-adviser pursuant to a sub-advisory agreement. With respect to FPA sub-advisory relationships where FPA acts as sub-adviser, FPA’s investment advisory services are provided in accordance with the relevant sub-advisory agreement. While FPA does not typically provide tailored investment advice to individual investors in the FPA Private Funds, FPA has entered, and in the future may enter, into “side letters” or similar agreements with certain investors who are granted specific rights, benefits, or privileges that are not generally made available to other investors, including preferential fee terms or to address investment restrictions based on regulatory or policy requirements of a particular investor. In addition, the investment strategy with respect to certain clients may be restricted due to custodial limitations. For instance, limitations or operational impediments associated with a client’s custodian may prohibit such client from holding certain types of securities (e.g., non-U.S. securities in ordinary form) or participate in certain corporate actions relating to portfolio holdings. FPA organizes its investment vehicles (i.e., FPA Registered Funds, FPA Private Funds and the SMAs) across several fundamental, primarily value-oriented, investment strategies, including:

Absolute Fixed Income, Flexible Fixed Income, Short Duration Government, Contrarian Value, Contrarian Value Balanced, Contrarian Value Equity, Small-Cap Value, Large-Cap Value, MultiManager Private Credit, Multi-Manager Long-Short Equity, and variations of these strategies to accommodate specific client needs. While investment vehicles pursuing the same strategy share certain fundamental characteristics, such investment vehicles may be structured with differences in specific investment objectives, risk profiles and other investment criteria, and may or may not hold identical securities and financial instruments. In addition, in circumstances where investment vehicles are intended to have substantial overlap in securities and financial instruments, the held positions may nonetheless differ significantly due to various factors, including but not limited to, account size, account inception dates, client-imposed restrictions, available cash, tax, regulatory, and other considerations. FPA generally does not use a formal asset allocation model to specify the percentage of each client portfolio that must be invested in any particular asset class or category of securities. Rather, FPA’s asset allocation for each client portfolio is generally a function of the portfolio’s potential risk and reward compared with available opportunities in the marketplace. Cash, cash equivalents, and/or securities issued by the U.S. Department of the Treasury (“U.S. Treasuries”) are typically the default investment choices until FPA identifies new investment opportunities, but FPA may also use other types of investments (e.g., ETFs that follow a market index such as the S&P 500) to invest cash. Accordingly, FPA Client Accounts may at any given time hold significant cash balances on an ongoing basis. FPA does not currently participate in wrap fee programs. Assets Under Management As of December 31, 2025, FPA had regulatory assets under management of approximately $32.0 billion on a discretionary basis. Assets Under Advisement As of December 31, 2025, FPA had no assets under advisement.

Compensation earned by the firm for the provision of investment advisory services to FPA Client Accounts is primarily comprised of management fees based on a percentage of assets under management during the investment period, as well as, in certain circumstances , performancebased compensation. As further discussed in Item 6, the different compensation structures used by FPA Client Accounts create a potential conflict in that FPA may be incentivized to allocate investment opportunities to the FPA Client Accounts that are subject to performance-based compensation. Management fees and performance-based compensation, if any, are described within the Governing Documents for each FPA Client Account that FPA manages. Management fees are generally calculated either by the fund administrators (in case of FPA Registered Funds and FPA Private Funds), or by SEI Global Services, Inc., (“SEI”), FPA’s middle

office operations service provider, as per the Governing Documents (in the case of SMAs). Certain SMA clients calculate their own management fees, and FPA or SEI verifies such calculations. Performance-based compensation, if applicable, with respect to any FPA Private Fund, is generally calculated by the fund administrator. In certain cases, performance-based compensation calculated by the fund administrator may be based on market valuations provided by FPA. With respect to any SMA, performance-based compensation is generally calculated by the SMA client and verified by FPA (or SEI) in accordance with the relevant Governing Documents. In cases where FPA (or SEI) calculates the management fees or performance-based compensation, such management fees or performance-based compensation, as applicable, are not verified by any independent third party. For FPA Registered Funds or FPA Private Funds in which FPA has engaged a sub-adviser, FPA pays a portion of the investment advisory fee and performance-based fee/allocation/carried interest (as applicable) it receives to such sub-adviser. Investors do not pay any additional fees for subadvisory services. The portion of the investment advisory fee and performance-based fees/allocations/carried interest (as applicable) paid to sub-advisers are generally calculated by the fund administrator. FPA, through its Valuation & Liquidity Committee, oversees the valuation of securities. The Valuation & Liquidity Committee maintains procedures requiring, to the extent possible, pricing from an independent third-party pricing vendor as determined by its approved pricing hierarchy. If vendor pricing is unavailable, the Valuation & Liquidity Committee then looks to other observable inputs for its valuations. If a vendor price or other observable inputs are unavailable or deemed unreliable, the Valuation & Liquidity Committee makes a reasonable determination of a security’s fair value. Note that pricing services generally value fixed income securities assuming orderly transactions of institutional round lot size. However, a FPA Client Account may hold or transact in such securities in smaller, odd lot sizes, whether at the time of initial purchase, after amortization of the security over a period of time, or upon full or partial redemption, which could impact the value. In addition, fixed income securities with maturities of 60 days or less are generally valued at amortized cost. The following is a general description of the management fees typically charged and other compensation received by FPA for each type of client. Investors and clients should refer to the Governing Documents for complete information on fees and compensation. Advisory Fees for FPA Registered Funds In its capacity as investment manager to the FPA Registered Funds, FPA typically charges an investment management fee that ranges from 0.25% to 1.00% of the FPA Registered Funds’ average daily net assets. FPA Registered Fund fees and expenses are described in each FPA Registered Fund’s prospectus and statement of additional information. For certain FPA Registered Funds, FPA pays a portion of its investment management fee to a sub-adviser. These fees range from 0.35% to 0.40% of such FPA Registered Fund’s average daily net assets. Investment management fees and any additional compensation paid to FPA may be waived by FPA in its sole discretion, both voluntarily and on a negotiated basis with an FPA Registered Fund’s Board or similar body, or an FPA Registered Fund’s sponsor (though not with individual

investors in an FPA Registered Fund). FPA may receive additional compensation for administrative or other services provided to the FPA Registered Funds as described in the respective FPA Registered Fund’s offering documents. Advisory Fees for SMAs The basic fee schedule for SMAs typically ranges from 0.25% to 1.00% of assets under management depending on product, asset type, and size of account. In addition, certain SMAs may be subject to a performance-based fee payable to FPA, which may range from 1.0% to 25.0% of the appreciation in a SMA client’s capital balance during the year, subject to various contingencies such as a hurdle rate or other conditions. Fees are generally billed monthly or quarterly, in advance or in arrears, based on the market value of the account(s) as specified in the Governing Documents. In addition to securities, market values include cash, cash equivalents, accrued dividends and other income. If an account is opened or closed during a billing period, the advisory fees are pro-rated for that portion of the billing period during which the account was open. FPA may agree to certain fee reductions or waivers. Any such agreements are memorialized in writing. Management Fees for FPA Private Funds In its capacity as investment manager to the FPA Private Funds, FPA typically charges an annual management fee, generally paid monthly or quarterly, in an amount generally ranging from 0.20% to 1.25% of either the net asset value of each investor’s investment in the FPA Private Funds. In addition, FPA is entitled to receive from some FPA Private Funds performance-based compensation (e.g., incentive allocation and carried interest) ranging from 5% to 25% of either the appreciation in an investor’s capital balance during the year or realizations of returns, all of which are subject to various contingencies such as a hurdle rate, high water marks, return of capital, preferred return, or other conditions. FPA Private Fund management fees and performance-based compensation are described in more detail in each FPA Private Fund’s Governing Documents. FPA may waive all or a portion of the management fees and/or performance compensation due to FPA with respect to an FPA Private Fund on an investor-by-investor basis. General Information Management fees and performance-based compensation may vary from the applicable schedules above based on factors such as client type, asset class, pre-existing relationship, service levels, portfolio complexity, number of accounts, account size or other special circumstances or requirements and are negotiable in some cases. Related accounts may be aggregated for management fee and incentive allocation calculation purposes in certain circumstances. FPA will manage some accounts of FPA’s employees, affiliate employees, former employees, business associates, and other “friends or family” of FPA, including through their investment in FPA Private Funds, subject to no, or a reduced, management fee and/or performance-based compensation.

When SEI calculates management fees and performance-based compensation, if applicable, for SMA accounts, unless otherwise provided in a SMA client’s Governing Documents, valuations of account assets are determined in accordance with FPA’s valuation procedures, which generally rely on third party pricing services, but may permit the use of other valuation methodologies in certain circumstances. FPA’s determinations may differ from valuations reflected in a client’s custodial statements. Other Fees and Expenses FPA may invest in closed-end funds, open-end funds, ETFs, exchange traded notes (ETNs), and other pooled investment vehicles on behalf of certain FPA Client Accounts. When FPA invests client assets in such vehicles, unless otherwise agreed and where permitted by law, the FPA Client Account will bear its proportionate share of fees and expenses as an investor in such vehicles in addition to FPA’s management fees and performance-based compensation (as applicable). In addition, FPA has the authority to invest some FPA Client Accounts’ assets in the FPA Registered Funds or FPA Private Funds to which FPA provides investment advisory services and receives advisory or other fees. It is the policy of FPA to adjust fees paid by FPA Client Accounts in such circumstances by waiving all or a portion of the management fee at the level of either or both client(s). However, such FPA Client Accounts may incur performance-based compensation at the level of each client, as set forth in the Governing Documents applicable to such clients. In instances where FPA charges performance-based compensation at more than one FPA Private Fund level, FPA will generally not charge such performance-based compensation in excess of the total percentage of performance-based compensation allowed at one fund level. FPA Client Accounts generally will incur brokerage and other transaction costs as set forth in each client’s Governing Documents. For additional information about brokerage practices and transaction costs, please refer to Item 12. FPA has the right to charge FPA Private Fund investors other fees and expenses disclosed in the applicable FPA Private Fund Governing Documents. These fees and expenses typically include all investment, administrative and operating expenses incurred by the FPA Private Funds on behalf of investors. These expenses include, but are not limited to: (1) brokerage commissions and other transaction charges, including clearing and settlement charges; expenses related to short sales, if applicable; interest; fees and expenses incurred in the borrowing and lending of securities; fees and expenses related to leverage; the costs implicit in repurchase and reverse repurchase agreements; custodial fees and expenses; tax and other reporting expenses; external legal and/or compliance of the general partner; administrative, accounting, financial statement and tax return and reporting preparation and audit fees and expenses; professional fees (including, without limitation, expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments; fees relating to investment banking and other financial services, whether payable to parties affiliated with FPA or others; due diligence expenses, including travel, related to proposed investments or existing investments; governmental, registration, license and membership fees (including those payable to regulatory as well as self-regulatory organizations); errors and omissions insurance and directors and officers insurance for the general partner; and the costs and expenses related to the offer and sale of shares or interests, including travel; (2) taxes

and other governmental charges; (3) all expenses incurred in connection with any threatened, pending or anticipated litigation, examination or proceeding; (4) all expenses incurred as a result of FPA Private Funds’ obligations to indemnify certain persons against losses, liabilities and expenses incurred in connection with the performance of their duties on behalf of, or the provision of services to, such FPA Private Funds; (5) all expenses and fees of third-party valuation agents, if any; (6) all expenses and fees incurred including sourcing, structuring, negotiating, monitoring, managing and developing in connection with any actual or proposed investment or other participation in, or any holding or disposition of any interest in, another investment entity, business entity or organization; (7) organizational expenses related to the legal, accounting, travel, leverage facilities and marketing of the sale of interests of the FPA Private Funds; (8) expenses associated with any relevant investor advisory committees appointed for an FPA Private Fund; and (9) all other expenses and liabilities incurred in connection with or arising out of FPA’s business, including extraordinary or non-recurring charges. For master/feeder arrangements, a feeder fund will typically bear a pro rata share of expenses associated with their respective master funds and certain expenses with respect to their own specific operations. The FPA Multi-Manager Private Credit and Multi-Manager Long-Short Equity Strategy funds invest the majority of their assets through third party managers. Due to the fund-of-funds structure, the FPA funds in this strategy will bear two layers of fees. In addition to the management fees, incentive allocations (as applicable) and other expenses that will be borne directly by the FPA fund, the FPA fund will bear similar fees and expenses at the underlying fund level. Neither FPA nor any of its supervised persons accepts compensation for the sale of securities or other investment products.

FPA seeks investment opportunities based primarily on a value investing style. FPA strives to generate competitive returns over the long-term coupled with capital preservation. FPA’s equity and fixed income styles are linked by a common fundamental value orientation. FPA’s goal is to provide a consistent, risk-adjusted, and disciplined approach to long-term investing in individual securities with the objectives of achieving attractive total returns for client portfolios over full market cycles. Methods of Analysis FPA uses a variety of sources of information to facilitate methods of analysis. In particular, FPA may consult with research analysts, specific broker-dealers, economists and others in formulating investment strategies. FPA may also attend company presentations and participate in interviews and industry sponsored conferences. FPA may engage in discussions with management and others having business with the company or expertise in a particular industry. FPA also regularly monitors industry and trade related journals; websites; information provided by unaffiliated analysts and consultants; corporate rating services; annual reports, prospectuses, SEC or governmental filings; and information published by a company, such as press releases. FPA also typically considers the following for its equity strategies, which are guidelines generally aimed at identifying undervalued or reasonably valued equity securities: (1) avoid high price t o earnings ratios; (2) avoid high price to book value ratios; (3) trade against the direction of the market (i.e., buy on weakness, sell on strength); and (4) concentrate primarily on securities which are out-of-favor, under-researched, or under-owned by institutional investors. On the fixed income side, FPA looks for investments that, on an absolute return basis, adequately compensate investors for the possibility of permanent impairment of capital and shortterm market-to-market risk. In doing so, FPA considers business or asset specific risks and macroeconomic risks. General descriptions of FPA’s investment strategies are included below. These descriptions are not intended to serve as specific guidelines. FPA reserves the right to limit the availability of any particular strategy at any given time based on factors including capacity, pre-existing relationships, minimum account sizes, fees and distribution channels. In addition, FPA may develop other investment strategies from time to time and manage portfolios according to a client’s specific investment guidelines. Thus, strategies may vary by client account.

Investment Strategies Clients retain FPA to utilize one or more of the firm’s fundamental, primarily value-oriented, investment strategies, primarily including: Absolute Fixed Income, Flexible Fixed Income, Short Duration Government, Contrarian Value, Contrarian Value Equity, Contrarian Value Balanced, Small-Cap Value, Large-Cap Value, Multi-Manager Private Credit, Multi-Manager Long-Short Equity, and variations of these strategies to accommodate specific client needs. Absolute Fixed Income. The strategy pursues a positive absolute return using investments in fixed income securities that focus on income, appreciation and capital preservation and adheres to the following principles: absolute return, long-term focus, alignment of interest, strict risk/reward parameters, independent decision making, and flexible mandate. The strategy invests primarily (minimum of 75%) in high quality (rated A- and above) securities. Flexible Fixed Income. The strategy pursues a positive absolute return using investments in fixed income securities that focus on income, appreciation and capital preservation and adheres to the following principles: absolute return, long-term focus, alignment of interest, strict risk/reward parameters, independent decision making, and flexible mandate. The strategy may invest up to 75% of total assets in credit sensitive (rated BBB+ and below) securities. Short Duration Government. The strategy pursues a positive absolute return by investing the majority of its assets in fixed income securities issued or guaranteed by the U.S. government and its agencies and instrumentalities, and in repurchase agreements in respect of such securities. Under normal market conditions, it is expected that at least 90% of the strategy’s assets will be in such securities. Up to 10% may be allocated to investment grade securities rated BBB or higher for added flexibility. Contrarian Value. The strategy seeks to generate equity-like returns over the long-term, take less risk than the market and avoid permanent impairment of capital. The portfolio managers look for investments that are out-of-favor or misunderstood and focus on the following categories: long equity, short equity, credit, and other opportunistic investments (e.g., private placements). The strategy invests opportunistically across asset classes, geographies, and capital structures without benchmark constraints, guided by deep fundamental research and a disciplined approach to purchasing securities with a margin of safety. The strategy holds cash when the portfolio managers believe value opportunities are scarce, preserving capital for deployment when the risk/return proposition is compelling to them. Contrarian Value Equity. The strategy seeks to generate market-leading returns over a full market cycle with equity-like risk. The strategy primarily invests in companies with a market cap greater than $10 billion at time of purchase. The strategy is high-conviction, concentrated portfolio with a benchmark agnostic portfolio construction. The strategy has a long-term focus and expects to have multi-year average holding periods. The portfolio managers aim to identify absolute value opportunities across global markets (developed and emerging). Cash and cash equivalents will typically not exceed 10% of the portfolio. Contrarian Value Balanced. The strategy seeks a maximum total return for shareholders from both capital appreciation and investment income to the extent consistent with protection of

invested capital. Generally, under normal conditions, up to 70% of the strategy’s assets will be allocated to equities, with the remaining assets allocated to public and private credit of varying quality. Small-Cap Value. The strategy seeks to outperform the Russell 2000 Value Index with less risk over full market cycles and seeks to invest in quality businesses that can weather tough times. The strategy seeks to achieve its investment objective by investing primarily in the equity securities (common stocks, preferred stocks and convertible securities) of small capitalization U.S. companies. The portfolio management team believes quality “Compounders” (at attractive prices) tend to hold up better in down markets and provide better long-term absolute performance. The portfolio management team maintains a long-term focus with the guiding principles of diligence, discipline and patience. Large-Cap Value. The strategy seeks long-term growth through investing primarily in equity securities (common stocks, preferred stocks, and convertible securities) of U.S. companies. The strategy pursues a value-oriented strategy. Investments are made based on their potential for capital growth without limitation in issuer market capitalization. Multi-Manager Private Credit. A private credit strategy that accesses the U.S. lower middle market through a diversified roster of specialized credit managers. Built to prioritize capital preservation and steady income, the strategy combines deep research, prudent structuring, and multi-manager diversification. The strategy invests primarily with private credit managers that seek to generate income and achieve capital preservation. Multi-Manager Long-Short Equity. Differentiated long-short equity strategy that allocates to value-oriented hedge fund managers. The strategy seeks to capture idiosyncratic alpha by leveraging deep manager due diligence, a long-term investment horizon, and a strong alignment of interest. The strategy invests primarily with value managers who conduct deep research on both equity and debt investments.

Principal Risks While FPA seeks to manage accounts so that the risks are appropriate to the return potential for the strategy, it is often not possible to fully mitigate risks. As with any investment, loss of principal is a risk of investing in accordance with the investment strategies described above. The following summary of risk factors does not claim to be a complete account or explanation of the risks involved in an investment strategy nor do all risks apply to each strategy. Existing and prospective clients are encouraged to consult their own financial advisors and legal and tax professionals, and the investment guidelines, prospectuses or offering memorandum and other Governing Documents specific to each strategy before considering any services of FPA. In addition, due to the ever- changing nature of the markets, strategies may be subject to additional risk factors not mentioned below.

General Risks Possibility of Losses: An investment in one of FPA’s strategies is speculative and involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation can be made that an FPA Client Account’s investment program, including, without limitation, such FPA Client Account’s investment objective, diversification strategies or risk monitoring goals, will be successful. The value of interests in the FPA Registered Funds, FPA Private Funds, or any SMAs will fluctuate based upon a multitude of factors, including the financial condition, results of operations and prospects of the issuers of the underlying securities; governmental intervention; market conditions; and local, regional, national and global economic conditions. Therefore, investors may lose all or a portion of their principal invested if the trading strategies are not successful. Dependence on Key Personnel: FPA depends on the diligence, skill, judgment, business contacts and personal reputations of certain key personnel at FPA. FPA’s future success will depend upon the ability to retain and motivate senior professionals and other key personnel and the ability to attract and recruit additional qualified personnel. These individuals possess substantial experience and expertise in investing, are responsible for determining client portfolio investments, and have significant relationships with market participants that are the source of many of FPA’s investment opportunities. The departure for any reason of any of one or more of FPA’s investment professionals could have a material adverse effect on our ability to achieve our investment objectives. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of FPA’s investment professionals could be replaced. Sub-Adviser Risk: FPA may utilize unaffiliated investment advisers (“Sub-Advisers”) for the purpose of executing particular strategies. In general, the methods of analysis and investment strategies undertaken on behalf of FPA Client Accounts will be subject to substantially similar material risks whether performed by FPA or a Sub-Adviser. To the extent that FPA utilizes SubAdvisers to effectuate the investment objectives of FPA Client Accounts, the Sub-Adviser, subject to oversight by FPA, would be involved in the day-to-day management of such FPA Client Account(s) and such FPA Client Account(s) will be subject to the possible defaults or misconduct of such Sub-Advisers. Conversely, in some circumstances, regulatory restrictions, conflicts of interest or other considerations may cause FPA, in its oversight role, to intervene with respect to a Sub-Adviser’s day-to-day management of an FPA Client Account and require certain alterations to the Sub-Adviser’s proposed investment activities with respect to such FPA Client Account. FPA Client Accounts typically pay fees directly to the Sub-Adviser as well as to FPA. If a Sub-Adviser sustains a substantial loss of revenue or other material financial impact, these losses may impair the Sub-Adviser’s ability to retain employees, provide the same level of service to FPA Client Accounts, and continue operations. The loss of the services of a Sub-Adviser or their key personnel could have a material adverse effect on the related FPA Client Accounts. FPA generally has the right to terminate a Sub-Adviser. In certain cases FPA may have an economic or other relationship with a Sub-Adviser which may create a disincentive for FPA to terminate or recommend the termination of a Sub-Adviser. Risk of Failing to Adequately Address Conflicts of Interest: As FPA has expanded its investment operations, it increasingly confronts potential conflicts of interest relating to investment activities.

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FPA provides advisory services to FPA Client Accounts on a discretionary basis consisting of its FPA Registered Funds, FPA Private Funds, and SMAs. FPA’s SMAs and FPA Private Funds investors may include state or municipal government entities; pension and profit-sharing plans; insurance companies, trusts, estates, charitable organizations, foundations or endowments; corporations or business entities other than those previously referenced, UCITS, and high net worth individuals. In addition, FPA provides investment advisory services as a sub-adviser to certain investment advisers to investment companies and CITs sponsored by third parties. From time to time, FPA may also provide non-discretionary advisory services (“assets under advisement”) to Unified Managed Accounts (“UMAs”). The minimum initial investment for the open-end FPA Registered Funds ranges from $1,500 to $100,000,000 depending on the fund and share class, as applicable. Each fund’s Prospectus details its minimum initial investment amounts. Source is a closed-end fund trading on the New York Stock Exchange (“NYSE”) and may only be purchased and sold when the NYSE is open for trading. Finally, the FPA ETFs have no minimum investment. Shares of the FPA ETFs may only be purchased and sold on the secondary market when the Chicago Board Options Exchange

(“Cboe”) exchange is open for trading. For the SMAs, FPA generally requires a minimum investment of $10 million to $50 million, dependent upon, among other things, the strategy for the particular SMA. Each of the FPA Private Funds generally has a minimum investment ranging from $500,000 to $2,500,000 per investor. FPA may waive these minimums at its discretion. Additional information about the minimum investments for each FPA Client Account and other investment qualifications and conditions are described in the applicable Governing Documents.

PERFORMANCE-BASED COMPENSATION AND SIDE-BY-SIDE MANAGEMENT

FPA manages multiple FPA Client Accounts with different investment objectives and guidelines, and with different fee structures. FPA typically receives management fees for all FPA Client Accounts. However, for the FPA Private Funds and certain SMAs, FPA receives both a management fee and performance-based compensation for its investment advisory services. Performance-based compensation may create an incentive for FPA to favor those accounts over management fee only accounts, or to make investments that are riskier or more speculative than would be the case in the absence of the performance-based compensation. In addition, FPA may invest the assets of certain FPA Client Accounts bearing performance-based compensation into a different FPA Client Account bearing performance-based compensation. Except as otherwise stated in the applicable Governing Documents, FPA has no obligation to waive either of the performance-based compensations. This presents a conflict of interest as FPA has the incentive to invest an FPA Client Account’s assets that includes a performance-based fee in other FPA Client Accounts with performance-based fees in order to receive additional compensation attributable to the client’s capital. FPA has established procedures that seek to ensure that all FPA Client Accounts and investors are

treated fairly and equitably over time and to prevent conflicts from influencing the allocation of investment opportunities among FPA Client Accounts. As further discussed in Item 11, to mitigate potential conflicts of interest when managing FPA Client Accounts with performance-based compensation side-by-side with management fee only FPA Client Accounts, FPA has developed a policy in which portfolio managers seek to allocate investment opportunities among eligible accounts on a pro rata basis if that is practical; or if a pro rata allocation is not practical, to allocate the investment opportunities among FPA Client Accounts on a basis that over time is fair and equitable to each advisory client relative to other advisory clients, taking into account relevant facts and circumstances, including, but not limited to: 

differences with respect to available capital and the size of a client;

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differences in investment objectives or current investment strategies;

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differences in risk profile at the time an opportunity becomes available;

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the nature of the security or the transaction including minimum investment amounts and the source of the opportunity;

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existing or prior positions in an issuer/security; and

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requirements of applicable SEC exemptive relief or SEC no-action letters in connection with certain co-investment opportunities in private offerings.

While the procedures described above are intended to allocate investment opportunities among FPA Client Accounts on a basis that is fair and equitable to all clients over time, the procedures could in some circumstances preclude an advisory client from participating in an investment opportunity, or otherwise result in certain allocations that favor one advisory client over another.

FPA, or an affiliate, acts as general partner or managing member to certain of the FPA Private Funds. Certain employees of FPA may serve on the board or advisory committee of issuers in whose securities or other assets FPA Client Accounts may invest. As a result, such employees may possess information relating to issuers that is not known to the individuals at FPA responsible for monitoring the client’s portfolio. FPA is not a registered broker-dealer. However, certain FPA employees are registered representatives of an unaffiliated limited purpose broker-dealer in connection with such person’s activities on behalf of the FPA Registered Funds and the FPA Private Funds. The firm is exempt from registration with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator because clients are being operated pursuant to Rules 4.13(a)(3) or 4.5 exemption from registration under CFTC Regulation.

From time to time, FPA enters into written solicitation agreements for the referral of other investment advisor’s investment advisory services under which FPA introduces new clients to such other investment advisor and receives a referral fee. When entering such agreement, FPA complies with all applicable securities requirements including Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Generally, the fee is based on a percentage of the investment advisory fees and/or performance fees earned on assets invested with the other investment advisor or a flat fee at the commencement of the relationship. FPA has an interest in certain third-party private funds in which it receives a portion of the performance-based fees related to those funds. Certain FPA Client Accounts invest in these thirdparty private funds and thus may indirectly pay FPA a portion of such fees. For FPA Client Accounts who invest in these third-party private funds, FPA excludes those assets from any performance-based fee calculations at the FPA Client Account level. In addition, certain FPA Client Accounts may have restrictions or limitations on co-investing alongside these third-party funds.

FPA has adopted and implemented a Code of Ethics (the “Code”) in compliance with SEC Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Company Act. The Code sets forth the standards of conduct expected of all employees, directors, and officers of the firm, as well as certain consultants employed by FPA from time to time (“Employees”). The Code requires certain business activity or conduct to be reported and monitored to avoid potential conflicts of interest. In addition, the Code also outlines policies and procedures designed to detect and prevent conflicts of interest relating to personal trading by all Employees and to ensure that FPA effects transactions for FPA Client Accounts in a manner consistent with its fiduciary duty and in accordance with applicable laws. The Code permits Employees to invest in securities for their own accounts, but places substantive and procedural restrictions on their trading activities, requires periodic reporting of personal securities transactions except for transactions in certain securities, including direct obligations of the government of the United States, shares issued by money market funds and interests in 529 college savings plans, and requires employees to preclear all non-exempted transactions. Among the restrictions on Employee trading activities is a prohibition against purchasing securities (with certain limited exceptions) that are held in any FPA Client Account or are under active consideration for purchase or sale by any FPA Client Account. Included in this prohibition are all equivalent and/or related securities of the same issuer. In addition, all Employees are prohibited from trading, either personally or on behalf of others, on material nonpublic information or communicating material nonpublic information to others in violation of the law. Additional restrictions relating to short-term trading and purchases of initial public offerings are also defined in the Code and applicable to all Employees. Employees are required to certify they have read and will comply with the Code upon commencement of employment and annually thereafter. In addition, Employees are subject to

certain periodic reporting requirements. Employee reporting and trading, as noted above, is monitored for adherence to the Code and any Employee who violates the Code is subject to remedial actions. A copy of FPA’s Code is available upon request by contacting FPA’s Chief Compliance Officer in writing at: First Pacific Advisors, LP Attention: Chief Compliance Officer 2101 East El Segundo Blvd., Suite 301 El Segundo, California 90245 Email: crm@fpa.com Participation or Interest in Client Transactions From time to time, Employees invest in the FPA Private Funds or the FPA Registered Funds, whether directly or through proprietary accounts, including seed capital accounts, established by FPA. As of the date of this brochure, FPA also has seeded one proprietary account to incubate an investment strategy that is a variation of the firm’s Contrarian Value strategy. This strategy may be marketed to existing or prospective clients in the future. Such investments from time to time will represent all, or a significant percentage, of an FPA Private Fund’s or proprietary account’s assets. Participating Employees may be in possession of information relating to an FPA Private Fund or an FPA Registered Fund in which they participate as well as the portfolio of such fund, which is not available to other investors and prospective investors. It is expected that the size and nature of Employee’s investments in FPA Client Accounts will change over time without notice to such clients’ investors. FPA and/or FPA personnel may have relationships with financial institutions, service providers, third party fund managers, and other market participants, (collectively, “market participants”). These market participants and/or their personnel may invest with or provide services to FPA or its FPA Client Accounts. Additionally, FPA Client Accounts may invest in third party private funds or issuers that are managed by or otherwise related to such market participant(s). While these relationships could potentially create a conflict of interest, FPA seeks to make investment decisions on the basis of the best interest of each client. In addition, FPA generally maintains documentation to support the rationale behind such investment decisions and selects service providers to the Firm and its FPA Client Accounts based on the quality of service provided and not based on relationships. FPA also has a financial interest in the FPA Private Funds and the FPA Registered Funds, including but not limited to the receipt of investment management fees and/or certain performancebased compensation. As such, FPA has a financial incentive to recommend the FPA Private Funds and/or the FPA Registered Funds that would produce greater compensation and profit to FPA, and indirectly, to Employees involved in decision-making for these accounts. Furthermore, FPA Private Funds and proprietary accounts often invest in the same securities and trade alongside other FPA Client Accounts. This creates a conflict if FPA were to favor such accounts in the allocation of investment opportunities. FPA maintains policies and procedures that seek to treat all FPA Client Accounts, including FPA Private Funds and proprietary accounts, fairly and equitably over time when aggregating and allocating investment opportunities. With respect to any Unified

Managed Accounts, FPA typically will provide such trading advice after its discretionary clients have been allocated their investment opportunities. Although some Employees maintain a material position or percentage interest in FPA Private Funds, and FPA’s interests may represent all or a significant percentage of its proprietary accounts or seed accounts, the restrictions and/or prohibitions on securities transactions applicable to Employees under the Code do not apply to these funds or accounts. Instead, to address any conflict created or mitigate any associated risk under these circumstances, FPA periodically reviews allocations of investment opportunities and sequencing of transactions across all accounts and compares the performance of such accounts to other client accounts to detect any favoritism. FPA provides investment advisory services to various FPA Client Accounts that at times will differ from the advice given to, or the timing and nature of the actions taken with respect to, any one account, including proprietary or personal accounts, depending upon a variety of factors, such as the risk-return profile of the accounts, the accounts’ objectives (whether considered solely in light of the specific investment under consideration or in the context of the account’s overall holding), the liquidity requirements of the accounts, tax consequences, regulatory restrictions, the need to re-size risk in the accounts’ portfolios, redemptions/withdrawals from the accounts or anticipated future contributions into the accounts, potential of de minimis or “odd lot” allocation, availability of leverage and any requirements or other terms of any existing leverage facilities, the nature and extent of the involvement in the transaction on the part of the respective FPA teams of investment professionals associated with the accounts, and other considerations deemed relevant by FPA pursuant to its investment discretion as discussed in Item 16. Further, factors such as market impact or liquidity constraints could also result in one or more FPA Client Accounts receiving less favorable trading results if FPA were to implement an investment decision ahead of or contemporaneously with similar decisions for one set of clients over other clients. As set forth above, FPA maintains policies and procedures reasonably designed to seek to ensure that all FPA Client Accounts are treated fairly and equitably over time when aggregating and allocating investment opportunities to the extent investment decisions are made concurrently. FPA also has no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, an FPA Client Account solely because FPA purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to a different client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for such client. Different account guidelines and/or differences within investment strategies may lead to the use of different investment practices for portfolios with a similar investment strategy. FPA will not necessarily purchase or sell the same securities at the same time, in the same direction, or in the same proportionate amounts for all eligible accounts, particularly if different accounts have materially different amounts of capital under management, different amounts of investable cash available, different strategies, and/or different risk tolerances. Conflicts also may arise where there is limited opportunity to sell an investment held by multiple accounts. As a result, although FPA manages numerous accounts and/or portfolios with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, will differ from account to account.

In the event that FPA effects rebalancing or internal cross transactions among two or more FPA Client Accounts, it will only do so if FPA determines such transactions to be in the best interest of all clients involved, subject to limits imposed by ERISA and the Company Act. FPA recognizes the conflicts of interest that cross trades or principal trades may create. To mitigate the conflicts of interest, FPA will take steps to ensure that the crossing price in any such transaction is fair to both sides of the transactions, does not disadvantage any one client over the other client, and complies with applicable law. FPA generally intends to execute cross trades, if at all, with the assistance of an unaffiliated broker-dealer or custodian. Alternatively, a cross transaction between two FPA Client Accounts may occur as an “internal cross,” where FPA instructs the custodian for the account(s) to book the transaction at the price determined in accordance with FPA’s valuation policies and procedures. If FPA effects an internal cross, FPA will not receive any compensation in connection with the completion of the transaction. Prior to affecting such transactions, approval from FPA Compliance must be received, subject to the oversight of the board of directors/trustees, as applicable. To the extent that FPA controlling persons own more than a 25% interest in any one or more of the client accounts, the cross transaction will be deemed to be a principal transaction and FPA will comply with the principal transaction provisions of the Advisers Act. Principal transactions will not be consummated when the transaction involves an ERISA client or a client subject to the Company Act. Where required by applicable law or in other appropriate circumstances as determined by FPA, certain FPA Client Accounts’ Governing Documents authorize FPA to appoint an independent representative of such clients (including an advisory committee consisting of representatives of certain investors in the clients or third parties) to consent on behalf of the FPA Client Accounts to transactions in which participating accounts may have divergent interests. Management of Multiple Accounts: Each of the portfolio managers is responsible for managing multiple accounts, including FPA Registered Funds, FPA Private Funds, SMAs, and their own accounts, as applicable. From time to time, a potential conflict of interest will arise as a result of the portfolio manager’s management of a number of accounts (including proprietary accounts) with similar investment strategies. Often, an investment opportunity may be suitable for a number of FPA Client Accounts but may not be available in sufficient quantities for all eligible accounts to participate fully. FPA has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Performance-based Compensation Arrangements: FPA may advise certain accounts with respect to which the advisory fee or incentive allocation is based entirely or partially on performance. In addition, certain portfolio managers have investments in FPA Private Funds that have such incentive compensation arrangements. Performance-based compensation arrangements create a conflict of interest for the portfolio manager and for FPA in that the portfolio manager and FPA have an incentive to allocate the investment and trade opportunities that s/he or they believe might be the most profitable to the accounts with performance-based compensation instead of allocating them to another account. FPA has adopted policies and procedures reasonably designed to allocate investment and trade opportunities between FPA Client Accounts on a fair and equitable basis over time. Material Non-Public Information: FPA may come into possession of material non-public information with respect to an issuer. Should this occur, FPA would be restricted from buying or selling securities, derivatives or loans (in certain cases) of the issuer on behalf of an FPA Client

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Selection of Broker-Dealers In determining the broker-dealers through which to place securities transactions for FPA Client Accounts, FPA’s policy is to seek the best execution of orders at the most favorable price in light of the overall quality of brokerage and research services provided. In selecting broker-dealers to execute transactions, the determination of what is expected to result in best execution at the most favorable price involves a number of factors, including, but not limited to, the nature of the security being traded, the size and timing of the transaction, the activity existing and expected in the market for the particular security, the likelihood of price improvement, the speed of execution,

the ability to minimize market impact; execution quality; historical net prices (after markups, markdowns or other transaction-related compensation); execution, clearance, and settlement and error correction capabilities of the broker or dealer generally and in connection with securities of the type and in the amounts to be bought or sold, the broker’s or dealer’s willingness to commit capital and the broker’s or dealer’s reliability and financial stability. In addition, FPA considers the broker-dealer’s financial responsibility, its responsiveness and operational capabilities, and its maintenance of the confidentiality of orders. The determinative factor is not the lowest possible price or commission cost, but whether the transaction represents the best qualitative execution under the circumstances. As a result of any or a combination of the above factors, transactions will not always be executed at the lowest available price, commission, and/or mark-up/markdown. FPA need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Fixed income securities may be purchased from the issuer or broker-dealer or primary marketmaker acting as principal for the securities on a net basis, with no brokerage commissions being paid by the client, although the price usually includes certain undisclosed compensation to the dealer. Rather than purchasing from a broker-dealer on a principal basis, in certain circumstances consistent with its responsibilities in seeking best execution, FPA may engage a broker-dealer to act as agent (for which such broker-dealer may be paid a negotiated commission or mark-up) in purchasing fixed-income securities for FPA Client Accounts. Securities also may be purchased from underwriters at prices that include underwriting fees. FPA has established a Brokerage and Trading Practices Committee that has oversight responsibility for FPA’s brokerage practices. The Committee generally meets quarterly or on an ad-hoc basis as needed. FPA places some orders through financial firms that use, offer or include products of FPA or its affiliates on their platform. FPA does not take into account such relationships when selecting firms through whom orders are placed. Research and Other Soft Dollar Benefits The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by broker-dealers, without any cash payment by the adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the adviser. FPA has established soft dollar arrangements with certain broker-dealers and may use “soft dollars” generated by client portfolios to pay for research-related services such as: written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; systems used for research and as a portfolio management tool; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants, vendors or suppliers. The above list is not exhaustive. Research services provided by broker-dealers may be used by FPA in connection with investment services provided to accounts other than those whose transactions were executed through the broker-dealer providing the service. FPA also utilizes client commission arrangements (“CCA”) or commission sharing agreements (“CSA”) with certain broker-dealers. Under a CCA/CSA, FPA may effect transactions through a

broker-dealer and request that broker-dealer to pay other broker-dealers, independent research providers and third-party vendors (collectively, “Research Providers”) based on commission targets. The use of CCAs/CSAs is intended to assist FPA in providing credits to Research Providers who, in its judgment, provide the best access to analysts and management while using reliable executing broker-dealers which FPA believes will benefit its FPA Client Accounts. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to investment advisers who use “soft dollars” generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to an adviser in the performance of investment decision–making responsibilities. The soft dollar arrangements entered into by FPA are within the safe harbor afforded by Section 28(e). The brokerage and research products and services that FPA receives from broker-dealers and Research Providers supplement FPA’s own research activities. As a practical matter, in some cases FPA could not, on its own, generate all of the research that the broker-dealers and Research Providers provide without materially increasing expenses. Consistent with Section 28(e), research products or services obtained with “soft dollars” generated by an FPA Client Account may be used by FPA to service one or more other FPA Client Accounts, including FPA Client Accounts that may not have paid for the soft dollar benefits. FPA seeks to allocate soft dollar benefits by strategy. Within a strategy, FPA does not seek to allocate soft dollar benefits proportionately to the soft dollar credits the accounts generate. Some strategies trade more frequently than others and potentially could negotiate lower commission rates. Generally, clients in each strategy pay the same commission rate, unless a specific brokerage rate is required under an FPA Client Account’s Governing Documents, because FPA believes that all of its clients benefit from access to research and the payment of different commission rates within the same firm could make some brokerdealers less willing to provide research products and services to FPA. Note, however, that due to the European Union’s Markets in Financial Instruments Directive (Directive 2014/65/EU) along with its accompanying regulation, the Markets in Financial Instruments Regulation (“MiFIR”) (Regulation 600/2014/EU) (which are collectively known as “MiFID II”),certain clients (“European Clients”) may require FPA to either eliminate or limit research costs to be incurred with respect to their accounts. As a result, FPA may establish terms with European Clients designed to mitigate risks that research costs paid for with soft dollars are disproportionally incurred by other FPA Client Accounts. These terms may include: (i) establishing a budget for research for such European Clients that approximates the amount of soft dollars that would have been earned by such European Clients during the budget period, and (ii) requiring payment for such costs from FPA for the European Client up to a certain budget. Note however that there is a risk that if an extraordinary amount of trading is conducted with respect to any European Client account (and therefore the established budget is less than the amount that would have otherwise been earned in soft dollars by such European Client account), other clients may incur a substantially disproportionate amount of research costs through the use of soft dollars. Where a product or service obtained with soft dollars provides both research and non-research assistance to FPA (i.e., a “mixed use” item), FPA will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of FPA’s determination of how to allocate the costs of such benefits and services.

Soft dollar arrangements create a potential conflict by giving an investment adviser an incentive to trade frequently to generate commissions to pay for these products or services, which may not be in the best interests of an adviser’s clients, or, in some cases, to trade actively in certain accounts to obtain research used primarily by other, less frequently traded accounts. FPA seeks to mitigate these potential conflicts through oversight of the use of commissions by the Brokerage and Trading Practices Committee. Brokerage for Client Referrals FPA does not consider client referrals when selecting or recommending broker-dealers. Directed Brokerage FPA determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, certain FPA Client Accounts may limit FPA’s selection of brokers or instruct FPA to direct trades through a particular broker. In these cases, FPA at times will place separate, non-simultaneous, transactions for its clients and a directed client account that could temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of all accounts. Directing clients at times will receive worse prices, and/or pay higher commissions than non-directing clients. Alternatively, from time to time, FPA may endeavor to aggregate the directed brokerage order with non-directed brokerage orders for execution and then step out the trade to the directed broker for clearance and settlement. This arrangement facilitates two purposes. First, a step-out allows the directed broker to receive the commissions. Second, aggregation of directed brokerage orders with non-directed orders allows directed brokerage clients to participate on the same terms and conditions as other non-directed brokerage clients. Aggregation of Trades FPA may, in its discretion, aggregate orders being placed for execution at the same time for the accounts of two or more clients, which may include FPA Registered Funds, FPA Private Funds, and SMAs, where it believes such aggregation is appropriate and in the best interest of its clients. This practice may enable FPA to seek more favorable executions and net prices for the combined order. However, FPA is not obligated to aggregate orders or to include any particular account in an aggregated order if portfolio management decisions for different accounts are made separately or if FPA determines that aggregating trades would be inconsistent with FPA’s investment management duties or with any investment objectives, guidelines or restrictions applicable to a particular FPA Client Account. When an aggregated order is filled through multiple trades at different prices on the same day, each participating FPA Client Account will receive the average price, with transaction costs generally allocated pro rata based on the size of each account’s participation in the order (or allocation in the event of a partial fill) as determined by FPA. All orders placed for execution on an aggregated basis are subject to FPA’s allocation policies and procedures. FPA employees will aggregate orders where appropriate for the participating clients and consistent with FPA’s duty to seek best execution. Allocation of Partially Filled Orders

If FPA is unable to fill an aggregated transaction completely, it allocates the partially filled orders according to FPA’s allocation policy among accounts participating in the order. The objective of FPA’s allocation policy is to achieve fair and equitable treatment of all clients’ accounts over time through its trade allocation process. No preference is given with respect to portfolio size, or tenure of client. It is noted that certain FPA Client Accounts may receive a larger allocation due to minimum lot size requirements.

From time to time, FPA enters into written solicitation agreements for the referral of FPA’s investment advisory services under which persons introducing new clients to FPA receive a referral fee. When entering such agreement, FPA complies with all applicable securities requirements including Rule 206(4)-1 under the Advisers Act. Generally, the fee is based on a percentage of the investment advisory fees and/or performance fees earned on assets invested with FPA or a flat fee at the commencement of the relationship. Clients do not pay higher fees as a result of these arrangements.

There are no legal or disciplinary events that are material to an existing or prospective FPA Client Account’s or investor’s evaluation of FPA’s advisory business or the integrity of its management.

The portfolio managers for each FPA Client Account review those accounts on a regular basis. FPA’s investment advisory accounts are under constant review because of the commonality of holdings among the relatively low number of accounts under management in similar strategies. These factors facilitate the continual monitoring of client portfolios in relation to changes in market prices and available information (e.g., earnings and dividends). All reviews are conducted pursuant to the guidelines established by, or in connection with, the applicable FPA Client Account. FPA provides reports to investors in the FPA Registered Funds and to other FPA Client Accounts as required by the applicable Governing Documents. Investors in the FPA Registered Funds or FPA Private Funds should refer to the applicable Governing Documents for further information on the reports provided to a particular fund’s investors.

FPA does not maintain physical custody of the funds or securities of any FPA Client Account. However, FPA is deemed to have custody of the assets of the FPA Private Funds within the meaning of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) because of the authority it or a related party has over such clients or their assets. FPA complies with the Custody Rule with respect to the FPA Private Funds by causing each FPA Private Fund to be audited annually and to distribute the audited financial statements prepared in accordance with U.S. generally accepted accounting principles to investors no later than 120 days (or 180 days for a fund of funds) after each FPA Private Fund’s fiscal year end.

FPA has discretionary authority to manage securities accounts on behalf of its FPA Client Accounts. FPA’s discretionary authority is generally limited by the investment objectives, strategies, policies, and restrictions set forth in the Governing Documents. For certain FPA Client Accounts, as discussed above, investment discretion has been delegated to a sub-adviser subject to oversight by FPA.

To the extent that FPA holds securities that require it to vote proxies or in circumstances in which FPA’s employees are serving on the board or other governing body of a portfolio company and are required to vote on a matter, FPA has a responsibility to vote the proxies in a manner in which it views to be in the best interests of its FPA Client Accounts. In this regard, in accordance with Rule 206(4)-6 under the Advisers Act, FPA has adopted written policies and procedures regarding the voting of client proxies that seek to ensure that FPA fulfills its fiduciary obligations to clients, including policies for addressing material conflicts that may arise between FPA and its FPA Client Accounts. Under such policies and procedures, FPA is authorized to vote proxies on behalf of its FPA Client Accounts unless an advisory client specifically retains or delegates this authority to another party in writing. FPA has adopted a written Proxy Voting Policy that seeks to reasonably ensure that all proxy voting decisions are made in the best interests of advisory clients for whom FPA has voting authority. FPA will act in a prudent and diligent manner intended to enhance the value of the assets of the client’s account. FPA has contracted with Institutional Shareholder Services, Inc. (“ISS”) to assist FPA in the administration of its proxy voting responsibilities. In the event a proxy vote raises material conflicts of interests, FPA will convene an internal group of senior FPA employees who are independent from the conflict of interest issue and after review of the issue and any associated documentation, the internal group will propose a course of action that they determine is in the best interest of the applicable FPA Client Account(s). The internal group may take, but is not limited to, the following courses of action: (i) consulting with the board of directors/trustees of the FPA Registered Funds (as applicable) for conflicts involving registered investment companies for a course of action; (ii) voting in accordance with the recommendation provided by its proxy voting service provider; (iii) “echo” or “mirror” voting the shares in the same proportion as other votes; (iv) seeking client consent for the vote recommended by the Portfolio Manager; (v) engaging an independent third party to provide a recommendation on how to vote the proxy; (vi) abstaining from voting the proxy; or (vii) for debt proxies, additional courses of action may also include: (i) voting with the majority of uninterested lenders; (ii) ceding its vote to the agent bank if the asset held is bank debt; or (iii) appointing an independent committee or party to make the voting decision. Although FPA, through ISS, shall attempt to process every vote for all domestic and foreign proxies that they receive and in which they have discretion to vote, in certain instances, FPA may elect not to vote a proxy or otherwise be unable to vote a proxy on a FPA Client Account’s behalf. Such instances may include, but are not limited to: (i) a de minimis number of shares held; (ii) potential adverse impact on the client’s portfolio of voting such proxy (e.g., share blocking or short-term prohibitions on selling the issuer’s shares after the vote); (iii) logistical or other

considerations related to non-U.S. issuers (e.g., where an investment company’s legal structure may not be recognized in the relevant jurisdiction); or (iv) if FPA believes the costs of voting the proxy exceed the expected benefit to the client. In addition, FPA generally will not seek to recall securities that are out on loan for the purpose of voting the securities unless it is in the client’s best interests to do so. FPA Client Accounts and investors may obtain a copy of FPA’s Proxy Voting Policy, as updated from time to time, as well as information on how FPA voted their accounts’ securities upon written request to: First Pacific Advisors, LP Attn: Compliance Department 2101 East El Segundo Blvd., Suite 301 El Segundo, California 90245 Email: crm@fpa.com As a matter of policy, FPA does not disclose how it expects to vote on upcoming proxies. Class Actions Settlements Securities issuers are, on occasion, the subject of class action lawsuits where the class of potentially injured parties is defined to be purchasers of the issuer’s securities during a specific period of time. These cases may result in an award of damages or settlement proceeds to the class members who file claims with the settlement administrator. At the time of the settlement, notice of the settlement together with a claim form and release is generally sent to the custodian of the securities, who in turn may forward these notices to the clients. FPA does not provide any legal advice to FPA Client Accounts in connection with class action litigation. FPA will instead provide FPA Client Accounts with reasonable assistance by providing account-level information as clients may request. With respect to FPA Registered Funds and FPA Private Funds, FPA will determine whether to participate in a class action. Legal Proceedings As a general matter, except as required by law or contract, FPA does not monitor, advise or act for a FPA Client Account in legal proceedings, including, but not limited to bankruptcies or other legal proceedings involving securities purchased or held in a FPA Client Account. However, in certain circumstances, FPA may obtain a FPA Client Account’s written permission to act on such client’s behalf in a legal proceeding (including bankruptcies) in the event FPA believes such action will be an overall benefit to all of its clients involved in such matter. FPA does not provide legal advice to such clients in the event FPA takes action in a legal proceeding. FPA Client Accounts should instruct their custodians to promptly forward any communications relating to legal proceedings involving such assets.

FPA does not require or solicit prepayment of fees by any FPA Client Account six months or more in advance, and thus, has not included a balance sheet for its most recent fiscal year. FPA is not

aware of any financial condition that is reasonably likely to impair its ability meet its contractual commitments to clients, nor has FPA been the subject of a bankruptcy petition at any time.