FJ Capital Management LLC

A. General Description of Advisory Firm. FJ Capital Management LLC (“FJ Capital”, “Firm”, “Investment Manager”, or “we/us/our”), a Delaware limited liability company, is an SEC registered investment adviser with its principal office located in McLean, VA. Our business was formed in December 2007, and we were registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended on December 10, 2013 (“Advisers Act”). Martin Friedman and Andrew Jose co-founded FJ Capital and have primary responsibility for managing our Firm and its investment activities, including business development, operational, and compliance matters. We manage Six (6) affiliated private funds (“Funds”): (1) Financial Opportunity Fund LLC (the “Onshore Fund” or the “Master Fund”, as the context requires), a Delaware limited liability company; (2) Financial Opportunity Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”), is a feeder fund to the Master Fund and invests all of its assets in the Master Fund. The Directors of the Offshore Fund include David Egglishaw and John Cullinane (both independent), and Andrew Jose (interested). The Directors serve in a non-executive capacity and have delegated day-to-day operational responsibilities to the Offshore Fund’s service providers, including the Fund Administrator (as described at Item 13.B hereof) and the Investment Manager; (3) Financial Opportunity Long/Short Fund LLC (the “Long/Short Fund” or the “Master Long/Short Fund”, as the context requires), a Delaware limited liability company; (4) Financial Opportunity Long/Short Fund Ltd., a Cayman Islands exempted company (the “Offshore Long/Short Fund”), is a feeder fund to the Master Long/Short Fund and invests all of its assets in the Master Long/Short Fund. The Directors of the Offshore Long/Short Fund include David Egglishaw and John Cullinane (both independent), and Andrew Jose (interested). The Directors serve in a non-executive capacity and have delegated day-to-day operational responsibilities to the Offshore Long/Short Fund’s service providers, including the Fund Administrator and the Investment Manager; (5) Financial Hybrid Opportunity Fund LLC (the “Hybrid Fund”), is a Delaware limited liability company; and (6) Financial Hybrid Opportunity SPV I LLC (the “SPV I”), is a Delaware limited liability company. The Funds we offer are excluded from regulation under the Investment Company Act of 1940 (the “Investment Company Act”) under Section 3(c)(1) or 3(c)(7) thereof. Our investors are all accredited investors, as defined under Rule 501 of Regulation D promulgated under the Advisers Act, as a “Qualified Client” as defined in Rule 205-3 of the Investment Company Act, and, as

appropriate, a “qualified purchaser” under Section 2(a)(51) of the Investment Company Act. Certain employees of our Firm also invest in our Funds. Details regarding applicable suitability criteria for investors in our Funds are set forth in the Funds’ offering and subscription documents. FJ Capital is also the subadvisor to four (4) separately managed accounts. The term “Client” and “Fund” may be used interchangeably throughout this document; the term “Client” also includes the Funds, as applicable. We may in the future manage or accept other types of Client accounts which may be tailored by individual Clients, at our sole discretion. Collectively, we may refer to the Funds and/or managed account Clients as the “Clients”. B. Description of Advisory Services Our primary responsibilities for our Clients are to identify, review, select and manage investment opportunities that can achieve our Clients’ investment objectives. Our Clients are the six (6) Funds and the four (4) separately managed accounts. Pursuant to investment management agreements, we have discretionary authority with respect to investment decisions and serve as the investment manager for our Clients, which agreements in some cases may require the consent of the Client to engage in certain trading activities for the Client account. We provide our services in accordance with the investment objectives and guidelines set forth in each Client’s respective offering documents or investment management agreements and we do not tailor our advisory services for any investor(s) in the Funds. In managing all our Clients, we follow a similar investment strategy - a primary focus on investments in the financial services industry with an emphasis on the banking sector, and particularly community banks and thrifts as well as investments in sector-related industries (see Item 8 below for further information on our investment strategy and associated risks). C. Availability of Tailored Services for Individual Clients We have the ability to tailor our services to a particular Client(s) pursuant to each respective investment management agreement. Within the context of the Funds, we have the ability to tailor services through a supplemental agreement such as a “side letter”, the designation of certain investors as a “Special Member” having interests with different rights and obligations, and the creation of series of interests in a Fund as more fully described below. The Onshore Fund, the Offshore Fund, and the Long/Short Fund permit the designation of certain investors as “Special Members” with certain rights not afforded to other investors. In addition to “Special Members”, each of the Funds is organized as a series limited liability company authorized to establish one or more segregated series of interests in a Fund (including classes and/or groups of investors in each such series). The rights, powers, preferences, obligations, and liabilities of each such series, and the investment objective of each such series are as set forth in a Certificate of Designation of the series. A series can be established as a protected segregated series or a

registered segregated series pursuant to Section 218-15 and Section 218-18, respectively, of the Advisers Act. The terms and conditions of a Special Member and members of a separate segregated series are disclosed to all investors at the time they subscribe to invest in the Funds. D. Wrap Fee Programs. We do not offer or participate in any wrap fee programs. E. Client Assets under Management. As of December 31, 2025, our total regulatory assets under management were approximately $1,062,421,000 of which $ 1,079,796,000 is managed on a discretionary basis. The remainder is non-discretionary

A. Advisory Fees and Compensation We receive a management fee and a performance fee from our Clients for investment management services pursuant to investment management agreements with each Client and applicable Fund offering documents. In certain circumstances, FJ has reduced the typical management fees and performance fees charged to certain investors in the Funds and for certain other Clients pursuant to “side letters” or the applicable investment management agreement based on substantial capital commitments to a Fund (or combination of Funds) or to a separately managed account. Our investment advisory fees are negotiable at our sole discretion. We may impose a minimum fee and we reserve the right to waive fees in our sole discretion. Our fee schedule for our Funds is as follows: Management Fees. We typically charge 0.125% of the monthly net asset value of outstanding interests. This equates to an annual management fee of approximately 1.5%. In the case of the Hybrid Fund, a drawdown vehicle, the management fee is only charged on called capital. In the case of the separately managed accounts, we typically charge 1.0% to 1.5% per annum management fee. Performance-Based Fees. We typically charge 20% of the new net profits, calculated annually (or on redemption dates other than year-end), subject to a “high-water mark”. The Long/Short Fund provides certain investors who meet minimum eligibility requirements and who are designated as “Founders Investments” with a reduced performance-based fee of 15%. The Hybrid Fund is a closed end vehicle which charges a water-fall-based performance fee that is allocated when profits exceed a priority return of eight percent (8.0%) on called capital. See Item 6 below (PerformanceBased Fees) for additional information. Typically, we charge separately managed accounts a

performance-based fee of 17.5% to 20%, calculated in accordance with the respective investment management agreement. A Fund or another Client may pay a management fee that is higher or lower than that of another Fund or Client, based on factors such as the amount of assets managed for the account as well as Fund or Client risk parameters. Please refer to Item 4.C. above and Item 6 below (Side-by-Side Management) for additional information. B. Payment of Fees. Both the managed account Clients and the Funds are billed either directly for fees or, pursuant to their prior authorization in the investment management agreement. Fees are deducted from their accounts at the qualified custodian and paid to our Firm. Currently, Funds are directly debited for fees. The other Funds/Clients are either sent an email or supporting schedule that serves as the invoice, and the Funds/Clients then send a wire payment to us. The Fund Administrator for the Funds provides the fee calculations for the Funds. The fee for the sub-advised Funds/Clients is calculated by the Fund Administrator or the primary adviser to the Fund/Client, as applicable, and then verified by us. The primary adviser or the Fund Administrator sends its calculation to FJ Capital for confirmation and approval. In the case of the Onshore Fund and the Offshore Fund, the management fee is calculated and paid in advance on the first day of each month and the performance fee is billed annually (or on a redemption date that is not year-end). In the case of the Long/Short Fund and the Offshore Long/Short Fund, the management fee is payable quarterly in arrears, calculated as of the last day of each month during the quarter. In the case of the sub-advised Funds or Clients, management fees are billed quarterly, either in advance or in arrears and the performance fee is billed annually (or on a redemption date that is not year-end). In the case of the Hybrid Fund, the management fee is paid quarterly in advance, generally equal to 1.5% (0.375 quarterly) of the Net Asset Value (“NAV”) of each Member’s Capital Account Value. In the event of a Capital Commitment Drawdown during any quarterly period, there shall be a pro rata daily adjustment of such management fee applied to such Capital Commitment Drawdown amount and included in the amount of such management fee payable in the subsequent quarter. C. Other Fees and Expenses. The Funds pay all of their respective ordinary and extraordinary expenses, which may include, without limitation, legal, compliance, bookkeeping, accounting, auditing, recordkeeping, administration, and clerical expenses (including expenses incurred in preparing reports and tax information to investors and regulatory authorities and expenses for specialized administrative services); printing and duplication expenses; investment related travel expenses, investment research expenses, market data, newswire and data processing expenses; brokerage commissions, bank charges, custody fees and borrowing costs; the expenses of the offering of interests and filing fees; liability insurance; investment and operating expenses; and such other reasonable expenses necessary to perform the operation of the particular Fund.

Operating expenses of the Master Fund, excluding operating expenses specific to the Offshore Fund (i.e., the Series A Members), are allocated pro rata to the capital accounts of all Members. The Series A Members are composed of a series of shares held by the Offshore Fund. In addition to their pro rata allocation of the Master Fund’s operating expenses, Series A is also allocated, subject to a 1% cap of the average NAV of the Offshore Fund, operating expenses associated with Series A as well as the Offshore Fund’s organization and offering costs reimbursement to us. Each series of Participating Shares of the Offshore Fund is then allocated its pro rata share of the operating expenses specific to the Offshore Fund and its other expenses. In the case of the Master Long/Short Fund, such operating expenses are allocated pro rata to the capital accounts of all Members, subject to an expense cap of 1% of the average NAV of the Master Long/Short Fund in any fiscal year. Notwithstanding the 1% expense cap, certain extraordinary expenses incurred (including taxes, indemnification costs, litigation costs, trade errors or damages) will also be paid by the Master Long/Short Fund. Allocations to the Participating Shares of the Offshore Long/Short Fund are made in the same manner as the Master Fund allocates to the Participating Shares of the Offshore Fund. Payment or reimbursement of expenses by the Funds will be to the extent permitted by applicable law, including ERISA if applicable. FJ Capital bears (1) all overhead expenses incurred in the operation of its business, such as salaries and the costs of office space, utilities, telephone, computer equipment, and computer services and (2) any costs of subscriptions to proprietary databases and other research costs, with the exception of unsolicited research as described in Item 12 below. Trade Error Losses From time to time, trade errors may occur. Such errors might include, for example, incorrect entry of a trade into an electronic trading system, errors when reconciling trade activity, or drafting errors related to derivatives contracts or confirmations. Given the volume of transactions executed by the Firm on behalf of the Funds and other Clients, the Funds/Clients should assume that any such errors might occur, although the Firm does not expect them to occur frequently. In the absence of gross negligence, fraud or willful misconduct by the Firm or its affiliates or personnel, the applicable Funds/Clients (and not the Firm) will be responsible for any losses resulting from portfolio management, trading or administrative errors in connection with the investment activities of the Funds/Clients. Any gains or benefits that result from trade errors will also accrue to the applicable Fund/Client. Administration Fee The Fund Administrator receives from the Funds its customary fees based on the nature and extent of services provided to the Funds. The Fund Administrator is also reimbursed for expenses it incurs on behalf of the Fund.

D. Prepayment of Fees. Fees are payable in advance or, in certain cases, in arrears as agreed to in writing in the various investment management agreements. Our management fee for the Master Fund is calculated in advance on the first day of each calendar month and, in the case of the Long/Short Fund, it is calculated quarterly in arrears as of the last day of each month during the relevant quarter. In the case of certain other accounts, it is calculated quarterly in advance or quarterly in arrears). Our performance fees as they relate to the Funds are credited to our capital account in each such Fund at the end of each year or on a redemption date if other than at a calendar year end. Our performance fees as they relate to the Hybrid Fund may be credited to our capital account generally at the end of each calendar year. Our performance fee for certain sub advised accounts is paid directly to the Managing Member at the end of each year or on a redemption date if other than at a calendar year end. There is no refund once our management fee has been paid. See Item 6 below for additional information about our fees. E. Additional Compensation and Conflicts of Interest. We are not compensated for the sale of securities or other investment products, and we are not affiliated with any broker-dealers.

A. Methods of Analysis and Investment Strategies. FJ Capital was founded as a fundamentally-driven firm focused on opportunities in the financial services industry, with an emphasis on the U.S. community/regional bank sector. We invest primarily in equity securities of under-followed, publicly traded U.S. community banks, and other financial service companies. We construct our portfolios using proprietary fundamental research to uncover value disparities in the small- and mid-cap banking sector. We seek to take advantage of these disparities by building core positions with longer-term holding periods. We also seek to generate attractive, risk-adjusted investment returns by uncovering opportunities with identifiable, near-term catalysts. The Master Fund and other Clients share similar investment objectives, which are to achieve superior absolute performance and to produce long-term capital appreciation through investments primarily in the public equity markets. We seek to accomplish this objective primarily by taking long or short positions in securities that we perceive to be undervalued or overvalued, respectively, by the market. Preservation of capital and minimization of volatility of returns are secondary objectives. In the case of the Master Long/Short Fund, it also seeks to achieve superior absolute performance and to produce long-term capital appreciation through investments in financial services companies whether publicly traded or privately placed of issuers primarily in the public equity markets, while also attempting to mitigate risk through hedging activities. We seek to accomplish these objectives primarily by taking long or short positions for the Fund in securities that we perceive to be undervalued or overvalued, respectively, by the market. As one of its investment strategies, the Fund also follows a market neutral strategy (see discussion below regarding certain separately managed account strategies). Preservation of capital and minimization of volatility of returns are also objectives of the Master Long/Short Fund. In selecting investments for the Master Fund, we emphasize individual security selection (“bottomup” investing). We utilize fundamental analysis to determine whether a security is overvalued or

undervalued. This analysis is guided by over 150+ years of collective experience analyzing, investing and trading in banks and thrift institutions through various cycles and economic environments. In selecting investments for the Long/Short Fund, we first consider top-down macro forces such as national, regional and local demographic and economic trends, the regulatory environment, consumer and business trends, interest rates/shape of yield curve, business and manufacturing data, residential/commercial real estate trends, labor and employment data, as well as competitive environment and pricing trends. Bottom-up investment analysis is also conducted. The objective of the Hybrid Fund is to maximize total investment IRR, primarily from capital gains. The Hybrid Fund will seek to achieve this objective by investing primarily in equity and equity-related investments, including publicly traded micro-cap and private (non-public) banks in, among other forms of investing, PIPEs, 144A and private placement offerings as well as offerings in fixed income investments with warrants or convertible features to achieve equitylike rates of return. The securities in which the Hybrid Fund intends to invest will consist primarily of U.S.-based community banks generally ranging in market capitalization at the time of investment of less than $160 million in publicly traded banking institutions and, for the nonpublicly traded U.S. institutions, asset sizes generally ranging between $100 million and $5 billion, where FJ Capital believes there are opportunities to achieve superior returns. We focus on investments in the financial services industry with an emphasis on the banking sector, and particularly community banks and thrifts. We invest primarily in equity securities of undervalued or under-followed, publicly traded U.S. community banks as well as financial technology companies. More specifically, we will focus on mutual-to-stock bank conversions, turnarounds, recapitalizations and growth-at-a-reasonable-price opportunities. We generally intend to take long positions in companies that are viewed as having high quality and the prospect of above-average growth at attractive valuation multiples. We may also take short positions in companies that are believed to be underperforming relative to the market or have declining market share and/or eroding profit margins. In connection with some of our separately managed account Clients, we employ a market neutral strategy specified by the Client in their respective investment management agreement. Generally, our Market Neutral Strategy is focused on uncovering investments in certain industries in the financial sector where the team has years of experience. This strategy specializes in generating alpha by building core positions with longer investment horizons along with relative value, eventdriven, and short-term catalyst trades in order to achieve strong risk-adjusted returns on a consistent basis through multiple levers, while typically maintaining net exposure between -5% and +5%. The investible universe of 1,200 publicly traded companies totals over $13T in market cap B. Material Risks Relating to Investment Strategies. All investments involve financial risk. Our investment strategies are only suitable to Clients and investors who are willing and able to bear the economic risk of loss of their entire investment. There is no assurance that the investment objectives will be achieved. For investments in the Funds, a comprehensive list of risk factors is included in the relevant Fund offering documents and, in the case of separately managed account Clients, risk factors are based

upon the particular investment strategy determined by the Client and set forth in the respective investment management agreement. Some of the key risks are summarized below: Artificial Intelligence (“AI”). FJ Capital uses generative artificial intelligence tools, including large language models, in certain business, operations and investment research processes. These tools rely on large datasets and may produce inaccurate, biased, or unreliable outputs. FJ Capital is also exposed to risks arising from the use of similar technologies by third parties, including service providers and counterparties, which it may not control or be aware of. The use of generative AI presents potential cybersecurity, confidentiality, data privacy, intellectual property, operational, and legal risks. Because these technologies are rapidly evolving, it may be difficult to fully identify or predict all associated risks. Economic Risks and Considerations. Past performance is not necessarily representative of FJ Capital’s future results. The investment strategies previously employed by FJ Capital may not produce similar results in a different investment climate in future years. Therefore, FJ Capital’s ability to generate premium returns will depend on its ability to adapt to changing market conditions. Dependence on FJ Capital. FJ Capital makes all decisions with respect to the investment and trading activities of its Clients, subject to any limitations imposed by the relevant investment management agreement or governing documents of the Client. Clients do not have the opportunity to evaluate fully for themselves the relevant economic, financial and other information regarding investments. They are dependent on FJ Capital’s judgment and abilities. There is no assurance of success. Funds Not Registered. The Funds are not currently, and do not intend in the future to become, registered as investment companies under the Investment Company Act in reliance on Section 3(c)(1) and 3(c)(7) thereof. The Funds, therefore, will not be required to adhere to certain investment policies under the Investment Company Act, and investors will not receive the protections of the Investment Company Act, such as limitations on the use of leverage. Investments in Small-Cap Companies. Investments in shares of smaller capitalized or unseasoned companies, such as some of the community banks in which FJ Capital invests, generally have greater earnings and sales growth potential than larger capitalized companies. However, such investments may involve greater risks, such as limited product lines, markets and financial or managerial resources. In addition, less frequently-traded securities may be illiquid and subject to more abrupt price movements than securities of larger capitalized companies. Special Situation Investments. Investments may involve immature companies, companies developing new products or companies seeking to raise additional capital for expansion, or companies facing such other special situations as determined by FJ Capital. Although such investments may result in significant returns to investors, they involve a substantial degree of risk. Concentration of Investments. Although we follow a general policy of seeking to spread Clients’ capital at risk among a number of investments deemed attractive, we may at certain times allocate assets such that investments are more concentrated in relation to capital. In this case, a loss in any position could have a material adverse impact on Clients’ capital positions.

Hedging Transactions. While hedging transactions may be used to reduce risk, such transactions may result in poorer overall performance than if no hedge was used. Moreover, portfolios at times may be exposed to certain risks that cannot be hedged, such as credit risk relating to particular securities and counterparties. Short Sales. A short sale involves the sale of a security that a Client does not own in the expectation of purchasing the same security (or a security exchangeable therefore) at a later date at a lower price. To make delivery to the buyer, FJ Capital often must borrow the security on behalf of Clients and is obligated to return the security to the lender, which is accomplished by a later purchase of the security by the Clients. When FJ Capital makes a short sale of a security on a U.S. exchange for Clients, it must leave the proceeds thereof with the broker. It must also deposit with the broker an amount of cash or U.S. Government or other securities sufficient under current margin regulations to collateralize the obligation to replace the borrowed securities that have been sold. If short sales are effected on a foreign exchange, such transactions will be governed by local law. A short sale involves the risk of a theoretically unlimited increase in the market price of the security. The extent to which FJ Capital will engage in short sales depends upon the investment strategy and perception of market direction. Derivatives. The use of leverage or derivative instruments in FJ Capital’s investment program may have the effect of magnifying losses in the underlying investments. ETF Risk. ETFs are investment companies (including open-end and closed-end) that are bought and sold on a securities exchange, like a stock. The risks of owning an ETF are generally comparable to the risks of owning the underlying securities held by the ETF. However, when a Client’s account invests in an ETF, it will bear additional expenses based on its pro rata share of the ETF’s expense ratio. In addition, because of these expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF. Stock Market Risk. The value of the equity securities in which FJ Capital invests for Clients may decline in response to developments affecting individual companies and/or general economic conditions. Price changes may be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles.

Risk of Major Market Dislocations. Major market dislocations have occurred sporadically for both short and prolonged time periods. Such dislocations occurred in 1929, a portion of the 1930s, portions of 1973 and 1974, October 1987, August 1998, September 2001, and in the Financial Crisis of 2008 as well as the 2020/2021 coronavirus (COVID-19) pandemic. Major market dislocations adversely affect almost all investments, and FJ Capital’s investments for Clients are not likely to be immune from the effects of any future major market dislocation. Stock Selection Risk. In addition to, or in spite of, the impact of movements in the overall stock market, the value of Client investments may decline if the particular companies in which the account invests do not perform well in relation to the market. Credit Risk. A Client may lose money if an issuer of a fixed income security is unable or unwilling to make timely principal and/or interest payments or to otherwise honor its payment obligations. Further, when an issuer suffers adverse changes in its financial condition or credit rating, the price of its debt

obligations may decline and/or experience greater volatility. A change in the financial condition or credit rating of a fixed income security can also affect its liquidity and make it more difficult to sell. Interest Rate Risk. The value of a bond may decline due to an increase in the absolute level of interest rates, or changes in the spread between two rates, the shape of the yield curve or any other interest rate relationship. Longer-term bonds are generally more sensitive to interest rate changes than shorter-term bonds. Generally, the longer the average maturity of the bonds held the more value will fluctuate in response to interest rate changes.

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Types of Clients We deem our Clients to be the Funds and the Clients. The investors in the Funds we manage generally include high net worth individuals (accredited investors, qualified clients and, as applicable, qualified purchasers) and family offices, university endowments, foundations, trusts,

pensions or master/feeder fund-of-funds. Our Funds are only offered to sophisticated investors who meet the applicable regulatory requirements for eligibility, as described above. Minimum Account Requirements Currently, the minimum initial investment amount for investors in the Funds are typically One Million Dollars ($1,000,000). Fifty Thousand Dollars ($50,000) is required for subsequent investments. We may manage or accept other Funds or client accounts in the future, which may be subject to a different minimum investment at our sole discretion.

Performance-Based Fees We charge performance-based fees, subject to a “high-water mark”, as described below and in Item 5 above; provided, however, in the case of the Hybrid Fund, our performance-based fee is subject to a “hurdle rate”. In addition to the 1.5% annual assets under management fee discussed above in Item 5, FJ Capital charges the Funds performance-based compensation equal to 20% of the new net profits earned, subject to a high-water mark. In the case of the Long/Short Fund, certain investors who meet minimum eligibility requirements and who are designated as “Founders Investments” are charged performance-based compensation equal to 15%. Under these provisions, if a Fund declines in value and subsequently regains that loss, FJ Capital will not assess a performance allocation on the recovery of value. The performance allocation is generally payable on an annual basis. In the case of the Hybrid Fund, FJ Capital receives a performance-based carried interest allocation, generally equal to twenty percent (20%) of the investment returns achieved over a priority return. This carried interest allocation is subject to a “claw-back” provision upon termination of the Fund.

Under this provision, if the total performance fee allocated to FJ Capital applied on an aggregate basis covering all transactions of the Hybrid Fund exceeded the agreed to performance fee percentage, FJ Capital would be required to reallocate the performance fee back to the investor. FJ Capital receives performance-based compensation regarding unrealized appreciation as well as realized gains. The receipt of performance-based compensation creates a potential conflict of interest for FJ Capital, which could receive higher compensation by favoring those entities that pay performancebased compensation over any Clients that pay management fees only. Currently, however, all Clients have performance-based compensation arrangements. Further, performance-based compensation may create an incentive for the Firm to recommend an investment that may carry a higher degree of risk to the Client. FJ Capital seeks to mitigate this risk by managing its Client accounts for the long term. Performance-based compensation of all Clients will be negotiated and memorialized in each Client’s investment management agreement. A Client may pay performance-based compensation that is higher or lower than that of another Client, based on factors such as the amount of assets managed for the Client. FJ Capital uses as comparative investment benchmarks the S&P 500 Index, representing the broad stock market, and the NASDAQ Bank Index and S&P Composite 1500 Financial Index, representing the financial services sector in which the Firm focuses, for certain Clients, the HFRI Equity Hedge (Total) Index, representing broad hedge fund performance for investment managers who maintain positions both long and short in primarily equity and equity derivative securities, the HFRI Equity Market Neutral Index, tracking the performance of hedge fund managers employing strategies that aim to be market neutral to broader equity markets , and the Credit Suisse Equity Market Neutral Hedge Fund Index, tracking the performance of equity market neutral hedge funds. However, fees of all Clients are based on absolute returns and performance of these benchmarks does not affect the calculation of fees charged to Clients. Side-by-Side Management We do not currently manage accounts that are charged any other type of fee other than a management fee and performance-based fee as described above (e.g., we do not charge hourly, flat fee or other asset-based fees), although we may have such accounts under management in the future.

A. Neither we nor any of our management persons are registered as a broker-dealer or a registered broker-dealer representative. B. Neither we nor any of our management persons are registered as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Martin Friedman serves as a Board Observer of Grasshopper Bank, a private bank headquartered in New York, NY. See, also, Item 8.B for additional information about certain other financial industry affiliations. D. No Firm employees have business relationships with other investment advisers that create a material conflict of interest.

A. Code of Ethics. FJ Capital has adopted a Code of Ethics pursuant to SEC Rule 204A-1 that obligates our Firm and our employees to put the interests of our Clients before our own interests and to act honestly and fairly in all respects in dealings with our Clients. All FJ Capital’s personnel are also required to comply with applicable securities laws. Our Code of Ethics describes our Firm's fiduciary duties and responsibilities to our Clients and sets forth a practice of supervising the personal securities transactions of our employees with access to Client information. FJ Capital employees may buy or sell securities for their personal accounts identical to or different from those recommended to our Clients. It is our Firm’s expressed policy that employees must put the interests of Clients ahead of their personal investment decisions. To supervise compliance with our Code of Ethics, we require that anyone associated with FJ Capital that has access to advisory recommendations provide duplicate copies of brokerage account statements and annual securities holdings reports to our Chief Compliance Officer. It is also required that such employees receive approval from our Chief Compliance Officer or his designee prior to transacting in their personal brokerage accounts. Our Code of Ethics further includes a policy prohibiting the use of material nonpublic information. Any employee not in observance of the above may be subject to disciplinary procedures, including termination of employment. A complete copy of our Firm’s Code of Ethics will be provided to any Client upon request to our Chief Compliance Officer, Andrew Jose. B. Client Transactions in Securities Where Adviser Has a Material Financial Interest. Principal transactions are generally defined as transactions where an advisor, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any other advisory Client. As a fiduciary and under the anti-fraud section of the Advisers Act, principal transactions by advisers are prohibited unless the adviser (1) discloses its principal capacity in writing to the Client in the transaction and (2) obtains the Client’s consent to each principal transaction before the settlement of the transaction. Our Firm has no material financial interest in, nor affiliation with, any issuer or broker that would be considered in conflict with our Clients. Further, our Firm does not buy or sell securities of any kind for our Firm’s own account for the purpose of reselling to Clients. We do not execute transactions between Client accounts (including rebalancing trades between Fund accounts). This includes the fund-of-funds that contains assets belonging to our control persons.

While we do not currently engage in principal or cross trading activity, we may do so in the future. If we determine that principal trading or cross transactions are in the best interest of our Clients in the future, our Chief Compliance Officer will ensure prior written notification and consent is obtained for any such future transaction as required under Section 206(3) of the Advisers Act. C. Investing in Securities Recommended to Clients. Our Firm or principal owners have investments in securities in which our Funds/Clients take a position, may trade and invest simultaneously with our Funds or Client accounts and may take investment positions that are different from or opposite to the positions taken by our Funds/Client accounts. As a result, conflicts of interest may arise with respect to matters such as the allocation of investment opportunities, purchases and sales of securities in connection with particular trading situations and allocation of personnel, resources and expenses. D. Conflicts of Interest Created by Contemporaneous Trading. Since we do allow trading by our employees in the same securities we trade for Clients, we also require our employees to pre-clear their personal transactions through our Chief Compliance Officer or his designee. Our approval and review process is designed to attempt to identify situations that could disadvantage our Clients as well as manipulative trading, trading ahead of Clients, and insider trading. Conflicts of interest are created when our employees are trading in the same security as a Client, and, therefore, Client transactions will always take precedence over any Firm or employees’ transactions. We have developed procedures under our Code of Ethics policies to monitor such transactions.

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. 1.

Client Brokerage Transaction Allocation.

Best Execution We primarily utilize multiple financial institutions, including executing brokers, dealers and custodians (collectively, “Brokers”) to execute transactions in securities based upon trades placed by our internal trader or our portfolio manager. It is our Firm’s policy to seek to achieve best execution when placing orders for Client trades with broker-dealers. We must execute securities transactions for our Clients in such a manner that the total cost or proceeds in each transaction is the most favorable under the circumstances. In choosing Brokers, we are not required to consider any particular criteria. For the most part, we will seek the most favorable combination of brokerage expenses and execution quality but, as discussed below, in any particular transaction it is not required to select the Broker that charges

the lowest transaction cost, even if that Broker provides execution quality comparable to other Brokers. In some instances, our decision is made on the availability of a block trade in an issue that we are looking to buy or sell. In evaluating “execution quality,” we may evaluate such factors as the execution, clearance, and settlement capabilities of the Broker generally and in connection with securities of the type and in the amounts to be bought or sold; the Broker’s reliability and financial stability; the size of the transaction; availability of securities to borrow for short sales; and the market for the security. While we do not anticipate significant investment in securities traded in non-U.S. markets, additional costs could be incurred in connection with non-U.S. investment activities. Brokerage commissions outside the U.S. generally are higher than in the United States. Increased custodian costs as well as administrative difficulties (such as the applicability of foreign laws to foreign custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, and nationalization and record access) may be associated with the maintenance of assets in non-U.S. jurisdictions. 2.

Research and Other Soft Dollar Benefits.

We currently have soft dollar arrangements with Westminster Research Affiliates LLC, a registered broker-dealer subsidiary of TD Cowen (“Westminster”), and certain other executing brokerage firms whereby our Clients may pay slightly more than the lowest commission rates available to obtain various products and services that are within the meaning of “brokerage and research” in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act of 1934”). To the extent that the Firm or its affiliates receive such products and services, they will be receiving a benefit by reason of the payment of such additional commissions because they will not need to produce or pay for such products or services. As a result, we may have an incentive to continue our relationship with Westminster and certain other executing brokers based on such benefits. However, in accordance with our fiduciary duty, we will determine periodically in good faith whether the value of any product or service received under this arrangement is reasonable in relation to the amount of commissions paid. We may use products and services in managing the assets of some or all of the Clients over which we exercise investment discretion. We may not necessarily use all of the products and services in managing the assets of every Client whose commission dollars paid for the products and services. In addition to the foregoing arrangements with Westminster and other Brokers, from time to time, we may direct brokerage to certain sell-side firms that specialize in community banks and provide the Firm or its affiliates with banking industry research. Examples of benefits received, include trade industry conference invitations, bank industry data and research reports. We do not pay any additional commissions to any such broker-dealers in exchange for this unsolicited research. Some broker-dealers provide industry specific research and if the Firm finds the research useful, it considers this as a factor in the selection of brokers. Because many of the research and brokerage services and products could be considered to benefit us, while the “soft dollars” used to acquire them are assets of our Clients, we could be considered to have a conflict of interest in allocating Fund brokerage business. Although we believe that such Clients will benefit from many of the services and products obtained with “soft dollars” generated

by our Clients’ trades, we and other accounts that we may manage may also derive substantial direct or indirect benefits from these services, particularly to the extent that they use “soft” or commission dollars to pay expenses they would otherwise be required to pay themselves. The Firm only uses “soft dollars” for products and services that qualify for the safe harbor in Section 28(e) of the Exchange Act of 1934. During the last fiscal year, we have acquired the following types of products and services with Client brokerage commissions: Bloomberg, financial analytic services through FactSet, SNL Financial (an S&P Global Market Intelligence company), Institutional Shareholder Services, Novus, and Refinitiv. We have also received products and services from the New York Stock Exchange feeds, sales reporting, quotations and other information on option trading through OPRA (Options Price Reporting Authority), and market and economic research through Yardeni Research, Inc., Cornerstone Macro, and similar research providers. The following soft dollar procedures apply to ensure compliance with SEC rules regarding the use of soft dollars: 1.

The trader and compliance personnel will maintain a list of all Brokers with a description of all related soft dollar arrangements. Any new soft dollar arrangements must be reviewed and approved by the Chief Compliance Officer prior to execution.

2.

To ensure that soft dollars are used only in compliance with SEC rules and the disclosures made to investors in our offering materials and other documents, soft dollars can only be used with the prior written approval of the Chief Compliance Officer. Written requests, which contain information regarding the proposed use of soft dollars (e.g., research materials, software, information/data feeds, etc.), the cost of the purchase (i.e., the amount of soft dollars to be used as payment), and any other information deemed relevant by the requesting party should be submitted in advance to the Chief Compliance Officer in either hard copy format or by e-mail.

3.

Once a request has been approved by the Chief Compliance Officer, including recurring monthly-approved charges, soft dollars up to the amount authorized may be used in payment of the approved expenditure.

4.

All soft dollar credits are aggregated and maintained with Westminster. Once the request has been approved by the Chief Compliance Officer, monthly and periodic invoices are submitted by vendors for posting through Westminster. Invoices for the requested services are made available to the compliance personnel via Westminster’s online secure access portal for review and approval; once reviewed and approved, Westminster makes the payment for such services directly to the provider. The compliance personnel will maintain records detailing each soft dollar payment, the payee/recipient of the soft dollar payment, the date of approval, and the date that the Broker is instructed to make the payment.

5.

All periodic statements from third parties, such as Westminster (i.e. non-FJ Capital), reflecting soft dollar balances, credits and usage are to be made available to the Chief Operating Officer and the Chief Compliance Officer.

6.

Westminster provides online secure access to account information, including current balances for commissions and payments as well as monthly statements showing all components of activity. The Accounting Department will verify previous balances, earned credits, soft dollar debits, and ending statement balances to reconcile trading activity subject to soft dollar credits as well as soft dollars expended during the period. The Accounting Department should resolve promptly any discrepancies noted in the amount of soft dollars credited, debited or in the beginning and ending balances reflected on the statements with the respective Broker. If a discrepancy cannot be resolved by the Accounting Department, such discrepancy must be reported to the Chief Compliance Officer immediately.

7.

Any questions regarding the use of soft dollars or the procedures set forth above should be directed to the Accounting Department or the Chief Compliance Officer.

3. Brokerage for Client Referrals. Capital Introduction Services BTIG, our principal prime broker, has a capital introduction (“Cap Intro”) department that introduces our Firm to qualified institutional investors. For example, they will sponsor seminars or hold meetings to introduce us to consultants and qualified investors seeking private fund investments. Cap Intro is one of many factors considered in originating a relationship with any prime broker, but it is not a part of the consideration in selecting a broker-dealer to execute trades for our Clients. We make decisions on how to allocate trading activity without regard to the Cap Intro services provided by our prime brokers. No additional compensation is paid by us or our Funds for Cap Intro services. Although Cap Intro is typically a “free” service, various conflicts of interest may arise. While we do not compensate these broker-dealers based on Cap Intro, we may have an incentive to use the services of a prime broker to have access to their Cap Intro services. In addition, we benefit from arrangements where investors are referred to us because our management fees and performance fees are generally based upon a percentage of assets managed and/or net profits on such assets. Thus, the more assets we have under management, the higher our management fees received and, potentially, our performance compensation. Also, there is a direct conflict between a prime broker’s desire to increase their revenues by raising capital through their prime brokerage services. The prime broker and/or its affiliates generally receive fees/commissions as a result of our decision to utilize its services as follows: custodian of Client accounts managed by us; securities transactions executed on behalf of our Clients; and lending funds and/or securities to us as part of our investment strategy, i.e. margin/short sale and/or securities lending programs. While this may present the appearance of a conflict of interest, the availability of the foregoing products and

services is not contingent upon us committing to the primer brokers any specific amount of business (custody assets or trading commissions). We do not use Fund/Client brokerage commissions to pay for Client referrals. 4. Directed Brokerage. Brokerage Directed by FJ Capital Our duties as an investment advisor relate solely to our management of the Funds and Clients. As such, choice of broker is at our discretion, as disclosed to all Clients. From time to time, we may direct brokerage to certain Brokers that provide us with banking industry research. We do not pay any additional commissions to any broker-dealers in exchange for this research. The research we receive is unsolicited. Some Brokers provide us with industry specific research and if we find the research useful, we may direct a portion of our transactions to these Brokers. There are no limits or criteria for directing transactions. We select the Brokers on their ability to provide best execution in addition to the benefits we receive. Examples of benefits received, include trade industry conference invitations; bank industry data, and research reports. We maintain a list of sell-side firms that specialize in community banks, as well as provide the Firm with macro and technical research. We utilize these Brokers for trade execution. Client Directed Brokerage None B. Order Aggregation. As a fiduciary, an investment adviser must allocate investment opportunities among its Clients in a fair and equitable manner over time. No Client shall be given investment priority over any other Client. However, each may have separate investment objectives and investment restrictions, which we will be required to follow. As a result, all investment opportunities may not be appropriate for certain Clients. We may aggregate sale and purchase orders for our Clients with similar orders being placed for other accounts or entities, if, in our reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to our Funds/Clients. Our employee personal securities transactions will not be included in any aggregated trades. In many instances, the purchase or sale of securities will be effected in multiple trades throughout a trading day. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, the average price of all securities purchased or sold in such transactions will be determined, and our Funds/Clients may be charged or credited, as the case may be, the average transaction price. Aggregated orders are typically allocated on a pro rata basis. Our Chief Compliance Officer periodically reviews trade/investment opportunity allocation practices of our portfolio manager(s) in order to ensure that our Firm’s trade/investment

opportunity allocation practices are being implemented in a manner that is fair and equitable to our Clients.

A. Economic Benefits Received from Non-Clients for Providing Services to Clients. We do not accept or receive any benefits (cash or non-cash) other than our advisory fees and performance-based fees in relation to our investment advisory business.

B. Compensation to Non-Supervised Persons for Client Referrals. FJ Capital has entered into a contractual agreement (the “Referral Agreement”) with one or more organizations that serve as an external marketing representative (hereafter referred to, individually as “Placement Agent” and, collectively, as “Placement Agents”) to solicit investors for certain of the Funds sponsored by the Firm. In addition, the Firm previously entered into a referral agreement that has been terminated according to its terms. Notwithstanding the termination of the Referral Agreement, the organization is entitled to continue to receive Incentive Fees from the Firm for a period of years following such termination related to referred investors who invested in the Funds. The Firm may in the future enter into additional referral agreements with other organizations and individuals to provide such external marketing services. While the specific terms of each agreement with a Placement Agent may differ, such fee arrangements, generally, will be based upon the total asset value, from time to time, of the capital accounts of such referred Clients/investors and/or fixed retainer fees. The fees paid to a Placement Agent by the Firm will not result in a Client/investor referred by a Placement Agent paying higher fees for the Firm’s investment advisory services than other Clients/investors who were not so referred by a Placement Agent. The cost of these referral fees is paid entirely by the Firm and is not borne by the referred Client/investor. We also receive Cap Intro from one of our prime brokers as well as other executing brokers, as described in Item 12 above.

We have no legal or disciplinary events related to our Firm or any of our employees.

A. Frequency and Nature of Review. Our operations and compliance personnel reviews security positions in our Fund/Client accounts on a daily basis. They are also reviewed whenever purchases or sales transactions are executed in the portfolio. Martin Friedman and designated Portfolio Managers are responsible for account reviews at the portfolio manager level. B. Content and Frequency of Regular Account Reports. The following reports are sent to our Fund investors and/or other Clients, as appropriate: •

We send a monthly investment summary report to Fund investors, which include the Fund’s performance update and some industry/economic commentary.

•

Investors in the Funds also receive monthly account valuation (NAV) statements from our Fund Administrator, Northern Trust Fund Services.

•

Investors in the Funds are also provided annual audited financial reports, as well as annual tax information within 120 days of the Funds’ fiscal year end. This information is completed by the Funds’ independent auditors and tax preparers. See additional information in the custody section in Item 15 below.

•

Additionally, the custodian bank for each of the Firm’s other Clients other than the Funds sends monthly account statements to such Clients and daily reports are available to those Clients via its password-protected website. Currently, all our Client accounts are in custody with qualified custodial institutions.

Separately managed account Clients are urged to compare the statements they receive from the custodian bank with statements from their internal accounting departments or the Administrator as well as from the prime broker, and to contact us regarding any potential discrepancies.

We have custody of the Funds’ assets under current regulations, as the Managing Member and/or Investment Manager of the Funds. We rely on the “audit approach” under rule 206(4)-2(b)(4) for advisers to pooled investment vehicles. With the “audit approach,” we, as the Fund’s adviser, at least annually, ensure distribution of the audited financial statements to all investors in the pooled investment vehicles. If using the “audit approach,” advisers to pooled investment vehicles do not have to comply with the notice and account statement delivery obligations of Rule 206(4)-2(a)(2) and (a)(3) and are deemed to have satisfied the surprise examination requirement of Rule 206(4)-2(a)(4). The Funds’ audited financial statements are prepared in accordance with U.S. generally accepted accounting principles by a PCAOB-registered accounting firm and are distributed to all Fund investors within 120 days of each fiscal year end. Our Fund Administrator distributes the audited financial statements to our Fund investors annually on our behalf.

We do not have custody of our separately managed Client accounts. Such Clients maintain their own custody arrangements.

We have full and complete discretion to determine the investments and amount to be bought or sold for the Funds and discretionary separately managed account Clients, including the timing, the Broker used for executions and the commission paid to the Broker, pursuant to the investment management agreements and governing Fund documents. We do not have full discretion over other Client accounts.

Policies and Procedures Relating to Our Authority to Vote Client Securities. Most of our Fund Clients, except for one Fund, require us to vote proxies on their behalf. We have been granted authorization to vote proxies when received from transfer agents or custodians. We use ISS Proxy Exchange Service (ISS) as a third-party vendor to assist with the proxy voting process. Our Proxy Voting Policy is designed to ensure that our Firm complies with the requirements under the Advisers Act and fulfills its obligation with respect to proxy voting, disclosure, and record keeping. ISS sends proxy notifications to the Firm, which are reviewed by members of our compliance personnel on a regular basis. If our Firm makes an election to vote the proxy via ISS ProxyExchange, a vote confirmation report is saved and maintained in the Firm’s books in records. In accordance with Section 204 of the Advisers Act, the Firm and the ISS database will maintain documentation which formed a basis for the Firm’s voting decisions. Our Firm monitors corporate actions, receives and votes Client proxies according to our Proxy Voting Policy, discloses any potential conflicts of interest, and maintains relevant and required records. Our Chief Compliance Officer has the responsibility of ensuring that we comply with our Proxy Voting Procedures. When we vote a proxy, members of our compliance personnel will make a record of the reason(s) for the vote and retain such record. As policy, our objective when voting proxies is to provide the maximum value to the security held in the portfolio. We vote proxies according to our established guidelines. However, we may vote a proxy in a manner different from the established guidelines if circumstances warrant. For example, we may not vote with management’s recommendation in the case of a proxy fight or merger. We may occasionally be subject to conflicts of interest in the voting of proxies due to business or personal relationships with persons having an interest in the outcome of certain votes. Our Firm and/or our employees may also occasionally have business or personal relationships with the

proponents of proxy proposals, participants in proxy contests, corporate directors and officers, or candidates for directorships. In voting securities held in a Client account, we will attempt to resolve any conflict of interest between our Client and FJ Capital’s business interests in the way that will most benefit our Client. Upon request, we will provide a copy of our proxy voting policies and procedures, as well as information on how a particular proxy was voted. Please direct requests for information concerning our Firm’s proxy voting policies and procedures to FJ Capital, Attention: Andrew Jose, 7901 Jones Branch Drive, Suite 210, McLean, VA. 22102 or to ajose@fjcapital.com.

We do not believe there is any existing financial condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients. We do not require or solicit Client prepayment of more than $1,200 in fees, per Client, six months or more in advance.