Hotchkis & Wiley Capital Management

A. Advisory Firm H&W is a Delaware limited liability company, the primary members of which are HWCap Holdings, a Delaware limited liability company with members who are current and former employees of H&W, and Stephens-H&W, an Arkansas limited liability company whose primary member is SF Holding Corp., which is a diversified holding company. H&W commenced operations in October 2001. H&W’s predecessor was organized as an investment adviser in July 1980. B. Specialization H&W has a long experience and a strong background in providing investment advisory services with respect to value investing in equity and high yield fixed income securities. H&W’s investment focus is on equity securities, fixedincome securities, options, derivatives and other securities that may be purchased depending on the investment objective of the client. C. Advisory Services H&W furnishes investment advisory and sub-advisory services to investment companies (each, an “Investment Company”) registered with the SEC under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including certain proprietary mutual funds and a proprietary exchange-traded fund (ETF) in the U.S. (the “Hotchkis & Wiley Funds”), based on the investment objectives and restrictions as set forth in the prospectuses. H&W serves as the general partner and investment adviser of a private investment limited partnership (“the LP”). H&W and certain of its owners, employees, affiliated persons and friends of the firm are currently the main investors in the LP. H&W serves as the manager and investment adviser of a private investment limited liability company (“the LLC”, together with the LP as “Private Funds”). H&W also provides investment advisory services to individuals, corporate, pension, public, endowment, foundation, pooled fund and other clients with respect to assets held in the clients’ custodial account (each, a “Managed Account”). Investment advice is tailored to client specified guidelines, objectives and restrictions. Clients may impose reasonable restrictions on the management of account assets being managed, such as, the designation of particular securities or types of securities that should not be purchased or that should be sold if held in the account. Clients may send their updated investment guidelines to H&W on a periodic basis. Programmable client specific guidelines and restrictions are coded in H&W’s trading system to ensure compliance. The Hotchkis & Wiley Funds, the Private Funds and the Managed Accounts are collectively referred to as “Client Accounts.” H&W provides model portfolios to unaffiliated investment advisers and broker-dealers (“Sponsors”) who may utilize such model portfolios in connection with the management of their client accounts. Model portfolios may relate to the same investment strategies that are also offered to Client Accounts. As a model portfolio provider, H&W designs, monitors and updates the model portfolio but has no responsibility for implementing its recommendations or placing trades on behalf of participating accounts. H&W does not enter into a direct advisory relationship with the clients of these Sponsors and the model portfolios are not tailored to the specific needs or circumstances of the Sponsor’s clients. The Sponsors are solely responsible for initiating all trading and rebalancing activity recommended by the model portfolio(s). Depending on the structure of the Sponsor’s program, Sponsors may choose not to implement certain changes made to our model portfolio or may delay the timing of trading in response to changes made to our

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model portfolio. As a result, the investment performance of a particular Sponsor’s client may differ from the investment performance of H&W’s Client Accounts that have elected to follow a similar investment strategy. H&W provides the model portfolios to the Sponsors at an agreed upon, periodic basis which varies depending upon the particular terms of the agreement between H&W and the Sponsor. For some Sponsors, changes to the model portfolio will not be communicated to model program Sponsors until completion of aggregated trading for H&W’s discretionary clients. As a result, it is possible that, depending on the particular circumstances surrounding an order, H&W’s discretionary clients may receive prices that are more favorable than those received by a client of a program Sponsor or vice versa. In addition, Client Accounts following the H&W model portfolio may be positively or negatively impacted if companies included in the model portfolio(s) release important or material information prior to the time trading orders for a particular security have been completed by the Sponsor. The terms of certain client agreements specify that communication of changes to the model and subsequent trading can occur contemporaneously for H&W Client Accounts and Sponsors. Please refer to Item 12 for more information regarding the communication and delivery of a model portfolio to program Sponsors. H&W is compensated for model delivery based upon a percentage of assets under management invested in the strategy. When non-US dollar denominated securities are transacted in Client Accounts, or non-US currency is needed to pay expenses by non-US clients, H&W will typically instruct the client’s custodian to effect the necessary foreign exchange (“FX”) transaction. This is done either through standing instructions communicated to the custodian or at the time instructions are sent to the custodian for a particular transaction. In this case, the custodian is responsible for executing FX transactions, including the timing and applicable rate, of such execution pursuant to its own internal processes. Typically, all such FX transactions are effected with the client’s custodian and H&W does not seek to obtain different FX rates from other sources. H&W will not be responsible for overseeing FX execution quality or fees charged by a client’s custodian. In certain cases, clients designate H&W with contractual responsibility for the execution of FX transactions. For purchases and sales of foreign currencies placed by H&W for these accounts, traders use FXGO, an order routing system, and can review competing bids/offers from the approved foreign exchange banks. Traders also review banks’ foreign exchange bids/asks for reasonableness by comparing them with bid/ask information supplied by Bloomberg. D. Wrap Fee Programs E. Assets Under Management (as of December 31, 2025) Discretionary: $36,927,831,000; Non-Discretionary: none H&W also has assets under advisement through model investment strategies provided to Sponsors of approximately $342,579,000. Assets invested by Sponsors utilizing the firm’s model portfolios are not considered assets under management by H&W and are not included above.

Generally, fees are based on a standard fee schedule for the type of service being provided as set forth below. Fees under those schedules are computed on the basis of a specified percentage of the market value of assets under management. In certain cases, fees will vary from the standard schedules depending on the nature of services

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rendered, special requirements of the Client Account or other factors, such as potential size, product life-cycle and cross-over business. In certain cases, fees differ for sub-advised Client Accounts, large Client Accounts, nondiscretionary or restricted-discretion Client Accounts and certain non-U.S. Client Accounts. H&W may offer blended fee schedules to clients with Client Accounts in different products. Assets under H&W’s management for a client with more than one portfolio or for a group of related clients may be combined for fee calculation purposes. Fees are normally paid on a monthly or quarterly basis in arrears. Fees paid to H&W by clients may be negotiated based on the specific circumstances of the client. H&W has entered into side letter agreements with one or more investors in a non-U.S. fund or Private Fund managed by H&W which, among other terms, provide for a reduced management fee. H&W makes support payments for marketing purposes to certain broker-dealers and/or sub-advisory clients. H&W has also agreed to limit the expenses incurred by certain Hotchkis & Wiley Funds and the Private Funds for certain periods. Holdings in a separately managed account may include interests in the Private Funds and/or shares of investment companies for which a separate management fee is charged. In the event that separately managed account assets are invested in the Private Funds or a Hotchkis & Wiley Fund, those assets are excluded from the applicable separate account fee schedule, so that the client does not pay two levels of management fees on those assets. Client assets invested in investment companies not managed by H&W will, however, pay two levels of management fees – one to H&W and one to the investment managers of the funds. Please refer to the respective investment company’s offering documents for a complete explanation of the fees and expenses associated with those investment companies. For certain non-U.S. investment vehicles, where permitted by applicable law, H&W may refund to certain institutional investors a portion of its advisory fees or reimburse fund expenses. Either party may terminate the contract upon written notice as set forth in the contract. Fees for partial periods are prorated based on the number of days in the calendar month or quarter, as applicable, during which separately managed account assets were under management. In addition to the asset-based compensation arrangements discussed above, H&W may enter into performancebased compensation arrangements with certain Client Accounts. H&W will structure any performance-based compensation arrangement subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3 under the Advisers Act. While such arrangements are negotiated with each client and thus the terms vary, they typically provide for performance compensation based on a percentage of the net capital appreciation (i.e., capital appreciation less capital depreciation) of the assets held in the Client Account. The performance-based compensation is payable only if, and to the extent that, the net capital appreciation of the Client Account assets exceeds any net capital depreciation accumulated as specified in the investment management agreement. H&W’s performance-based compensation may be subject to a requirement that H&W return to the Client Account all or a portion of the performance-based compensation H&W received from the account if there is a net capital depreciation in the account assets in subsequent periods.

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Standard annual advisory fee schedules for Managed Accounts are as follows: Large Cap Disciplined Value: 0.65% on the first $25 million 0.50% on the next $75 million 0.35% thereafter Minimum account size: $15 million

Global Value: 0.65% on the first $25 million 0.55% on the next $75 million 0.40% thereafter Minimum account size: $15 million

Large Cap Fundamental Value: 0.65% on the first $25 million 0.50% thereafter Minimum account size: $15 million

Global Value ADR: 0.65% on the first $25 million 0.55% on the next $75 million 0.40% thereafter Minimum account size: $15 million

Mid-Cap Value: 0.75% on the first $15 million 0.70% on the next $35 million 0.65% thereafter Minimum account size: $15 million

International Value: 0.65% on the first $25 million 0.55% on the next $75 million 0.40% thereafter Minimum account size: $15 million

SMID Cap Diversified Value: 0.50% on the first $15 million 0.45% on the next $35 million 0.40% thereafter Minimum account size: $15 million

International Value ADR: 0.65% on the first $25 million 0.55% on the next $75 million 0.40% thereafter Minimum account size: $15 million

Small Cap Value: 0.80% on the first $100 million 0.75% on the next $100 million 0.70% thereafter Minimum account size: $15 million

Value Opportunities: 0.75% on the first $25 million 0.65% thereafter Minimum account size: $25 million

Small Cap Diversified Value: 0.55% on the first $15 million 0.50% on the next $35 million 0.45% thereafter Minimum account size: $15 million

All Cap Value: 0.70% on the first $25 million 0.60% thereafter Minimum account size: $25 million

International Small Cap Diversified Value: 0.80% on the first $15 million 0.75% on the next $35 million 0.70% thereafter Minimum account size: $15 million

Focused Value: 0.65% on the first $25 million 0.55% thereafter Minimum account size: $15 million

Focused Global Value: 0.75% on the first $15 million 0.65% on the next $35 million 0.50% thereafter Minimum account size: $15 million

High Yield: 0.45% on the first $50 million 0.40% thereafter Minimum account size: $25 million

Minimum account size may be waived under certain circumstances.

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H&W bills Managed Account clients for management fees on a monthly or quarterly basis in arrears. Certain Managed Account clients calculate their management fees, which are then reviewed and approved by H&W. The management fee will be prorated for assets held in the account for less than a full period. For a Client Account that is charged performance-based compensation, if a client terminates its investment management agreement on a date other than the end of a period, performance-based compensation will be made on the net capital appreciation of account assets for the period from the first day of the period to the date of termination. Clients other than the Private Funds pay their fees either directly from the Client Account or from out of their own separate assets. H&W has authority to deduct advisory fees and performance-based compensation from the Private Funds. A client may authorize H&W to automatically deduct advisory fees from their account after submitting an electronic invoice. The fees and compensation paid to H&W by each Hotchkis & Wiley Fund are described in the fund’s prospectus. A copy of the prospectus of each Hotchkis & Wiley Fund is available through the SEC’s website at www.sec.gov/edgar/searchedgar/companysearch.html. In addition to the management fee (and performance-based compensation, as applicable), a Client Account is responsible for any fees, expenses or charges incurred by or on behalf of the account related to (i) custodial services provided for the account, (ii) costs and expenses relating to securities transactions effected for the account, including brokerage and execution charges, markups and commissions, and (iii) any other service provided for the account by any person other than H&W. For additional information regarding brokerage and execution charges, see Item 12 below. Cash balances in Client Accounts may be invested in unaffiliated short-term investment funds (STIFS) (which may include money market funds) designated by the client or its custodian. Since current information about STIF holdings is generally not available, H&W does not attempt to assess the quality of the underlying assets of a STIF selected by a client or its custodian. H&W does not provide any advisory fee credit for client assets invested in a STIF, which means that such assets will typically bear not only their proportionate share of the expenses of the STIF, but also management fees paid to H&W. H&W will not receive sales commissions in connection with sales of interests in any Hotchkis & Wiley Fund or any other investment company advised or sub-advised by H&W. All H&W sales employees receive a salary and an annual bonus based on individual and company performance. Clients have the option to purchase the Hotchkis & Wiley Funds through financial intermediaries other than Quasar Distributors, LLC (“Quasar”), the mutual fund distributor for the Hotchkis & Wiley Funds. See also related disclosure in Item 10. In exchange for providing model portfolios to Sponsors, H&W receives a fee based upon the value of the Sponsor’s clients’ assets allocated to H&W’s model portfolio.

A. Methods of Analysis and Investment Strategies H&W utilizes disciplined investment strategies that primarily rely on in-house fundamental security research. The goal of all H&W’s investment strategies is to provide clients with portfolios that offer attractive risk adjusted returns relative to a specified benchmark. To achieve this goal, H&W evaluates investments based on an intensive due diligence process and critical analysis of each potential portfolio company’s fundamentals (e.g., financial statements, profitability, cash flow, lines of business and market share). This evaluation process can encompass interviews with company management, competitors, industry experts, outside security analysts, and other sources. H&W may supplement its in-house research resources with commercially available information services and financial publications dealing with investment research. Upon completion of the evaluation phase, securities are then added to a client’s portfolio to improve the overall risk-adjusted return profile of the portfolio, subject to the guidelines of each Client Account. Following an investment by H&W for and on behalf of Client Accounts, H&W will continue to monitor the progress and suitability of portfolio investments as well as market and economic outlook. Under H&W’s investment management agreements with clients, H&W is authorized to employ any investment strategy and enter into any type of investment transaction that it deems appropriate for the Client Account in accordance with each client’s investment objective and subject to any investment guidelines and restrictions imposed by a client in the investment management agreement for the Client Account. Subject to such restrictions by particular clients, H&W may provide investment advice to clients on any type of investment product, including the purchase,

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sale, short sale, exchange or trade in initial public offerings, new issues, publicly traded or over-the-counter stocks, bonds, options and other derivative instruments. Equity strategies: Investments for each Client Account are identified and selected by H&W. H&W seeks to invest in stocks whose future prospects are misunderstood or not fully recognized by the market. H&W employs a fundamental value investment approach which seeks to exploit market inefficiencies created by irrational investor behavior. To identify these investment opportunities, H&W employs a disciplined, bottom-up investment process highlighted by rigorous, internally-generated fundamental research. With the exception of diversification guidelines, H&W does not employ predetermined rules for sales; rather, H&W evaluates each sell candidate based on the candidate's specific risk and return characteristics which include: (i) relative valuation; (ii) fundamental operating trends; (iii) deterioration of fundamentals; and (iv) diversification guidelines. There may be considerable security overlap with H&W’s different equity strategies. Fixed income strategies: In selecting fixed income securities, H&W develops an outlook for credit markets, interest rates and the economy, analyzes individual credit and call risks, and uses other security selection techniques. The proportion of the account assets committed to investment in securities with particular characteristics (such as quality, sector, interest rate or maturity) varies based on H&W’s outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors. Hedged Value strategy: H&W invests in long and short positions in securities consisting principally, but not solely, of publicly traded U.S. and non-U.S. equity and equity-related securities. H&W also may invest in preferred stocks, private securities, convertible securities, warrants, options (including covered and uncovered puts and calls and overthe-counter options), futures, swaps and other derivative instruments, bonds and other fixed income securities, ETFs, mutual funds and money market instruments. H&W also engages in short selling, margin trading, hedging and other investment strategies. Generative AI: Artificial intelligence (“AI”) is a set of technologies that enable computers to perform a variety of advanced functions, including the ability to see, understand and translate spoken and written language, analyze data, make recommendations, and more. H&W uses AI, on a limited basis, as a tool for potential idea generation and to support efficiency, e.g., screening/summarizing long reports. H&W does not rely on AI for decision-making as the investment team recognizes risks including inaccuracies and security/privacy concerns. As the firm's policies and procedures become formalized and mature, controls and monitoring will be in place to identify and remediate potential risks. H&W is a signatory to the United Nations-supported Principles for Responsible Investment (“PRI”). The PRI initiative is a global, collaborative network of investors established in recognition of the view that environmental, social and corporate governance (“ESG”) issues can affect the performance of investment portfolios and therefore must be given appropriate consideration by investors. H&W will consider ESG issues in the normal course of the research process when material and consistent with our fiduciary obligations. H&W uses its investment judgment to determine whether a company is a U.S. or a non-U.S. company. H&W may consider a company’s primary stock exchange listing; where it is registered, organized or incorporated; where its headquarters are located; what proportion of sales, profit or assets are generated in the U.S.; what index the company stock is a member of; or any other market factors that make the stock behave like a U.S. stock. Investment in securities involves risk of loss that clients must be prepared to bear. B. Investment Strategy and Portfolio Risks As with any investment, the value of the Client Account investments may go down. Many factors can affect those values. The factors that are most likely to have a material effect on a Client Account as a whole are called “principal

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risks.” The principal risks of investing in one of H&W’s strategies, which could adversely affect its net asset value, yield and total return, are summarized in this section. Not all of the risks below are relevant to all strategies. Potential investors in an Investment Company or Private Fund should review such fund’s prospectus or offering circular carefully and in its entirety, and consult with their professional advisers before deciding whether to invest. Except as otherwise noted, the risks described below also generally apply to Managed Accounts. A potential client should discuss with H&W’s representatives any questions that such person may have before opening an account. Active Management Risk: A Client Account is subject to management risk because it is an actively managed investment portfolio. H&W invests in securities that may not necessarily be included in a Client Account’s benchmark or hold securities in a different weight than the benchmark. To the extent that H&W invests a Client Account’s assets in securities that are not in the Client Account’s applicable benchmark index or in different weights, there is a greater risk that the Client Account’s performance will deviate from that of the benchmark. H&W does not seek to replicate the performance of any index.

American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) Risk. ADRs are certificates that evidence ownership of shares of a foreign issuer and are alternatives to purchasing directly the underlying foreign securities in their national markets and currencies. GDRs are certificates issued by an international bank that generally are traded and denominated in the currencies of countries other than the home country of the issuer of the underlying shares. ADRs and GDRs may be subject to certain of the risks associated with direct investments in the securities of foreign companies, such as currency, political, economic and market risks, because their values depend on the performance of the non-dollar denominated underlying foreign securities.

Call Risk. Call risk is the risk that an issuer may exercise its right to redeem a fixed income security earlier than its maturity (a call). Issuers may call outstanding securities prior to their maturity for a number of reasons (e.g., declining interest rates, changes in credit spreads and improvements in the issuer’s credit quality). If an issuer calls a security that the Fund has invested in, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features.

Capitalization Risk. Large cap companies as a group could fall out of favor with the market, causing a Client Account to underperform investments that focus on small or mid cap companies. A Client Account may also invest in the securities of small cap and mid cap companies. Investment in small cap and mid cap companies may involve more risk than investing in larger, more established companies. Small cap and mid cap companies may have limited product lines or markets. They may be less financially secure than larger, more established companies. They may depend on a small number of key personnel. Should a product fail, or if management changes, or if there are other adverse developments, a Client Account’s investment in a small cap and mid cap company may lose substantial value.

Credit Ratings and Unrated Securities Risk. Rating agencies are private services that provide ratings of the credit quality of fixed-income securities, including convertible securities. Rating agencies may fail to make timely changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. A Client Account may purchase unrated securities (which are not rated by a rating agency and may be less liquid) if its portfolio manager determines that the security is of comparable quality to a rated security that the Client Account may purchase. To the extent that a Client Account invests in high yield and/or unrated securities, the Client Account’s success in achieving its investment objective may depend more heavily on the portfolio managers’ creditworthiness analysis than if the Client Account invested exclusively in higher-quality and rated securities.

Credit Risk. A Client Account could lose money if the issuer or guarantor of a fixed-income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.

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Currency Risk. If a Client Account invests directly in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, foreign (non-U.S.) currencies, or in derivatives that provide exposure to foreign (nonU.S.) currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. As a result, a Client Account’s investments in foreign currency-denominated securities may reduce the returns of the Client Account.

Derivatives Risk. A derivative is a financial contract with a value that depends on, or is derived from, the value of an underlying asset, reference rate or index. A Client Account typically uses derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks. A Client Account’s use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other traditional investments, such as liquidity risk, interest rate risk, market risk, credit risk and management risk.

Emerging Market Risk. Foreign (non-U.S.) investment risk may be particularly high to the extent that a Client Account invests in emerging market securities. These securities may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in developed foreign countries.

Equity Securities Risk. Equity securities, both common and preferred stocks, generally have greater price volatility than fixed-income securities. The market price of equity securities owned by a Client Account may go down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally or particular industries represented by those markets.

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H&W provides investment advisory services to corporate pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments, municipalities, registered mutual funds, registered exchange-traded funds, private investment funds, trust programs, sovereign funds, foreign funds and other U.S. and international institutions. Investment advice is tailored to client specified guidelines, objectives and restrictions. Those clients charged performance-based compensation must be eligible to enter into a performance compensation arrangement under the Advisers Act. Account minimum by strategy and type of client is disclosed under Item 5 above. The account minimum may be waived by H&W in its sole discretion.

H&W enters into performance-based compensation arrangements with certain Client Accounts. H&W will structure any performance-based compensation arrangement subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3 under the Advisers Act. Performance-based compensation creates an incentive for H&W to cause a Client Account to make investments that are riskier than it would otherwise make. In addition, since H&W’s performance-based compensation is calculated on a basis which includes unrealized appreciation of the assets held by the Client Account, it will be greater than if such compensation were based solely on realized gains. Because some but not all Client Accounts to which H&W provides investment advisory services are charged performance-based compensation, a conflict may arise where H&W has an incentive to treat some Client Accounts

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preferentially as compared to others because those Client Accounts pay performance-based compensation or because H&W or one of its portfolio managers or affiliates has an interest in the Client Account. Similarly, H&W charges management fees to Client Accounts that may vary. H&W has adopted procedures to allocate portfolio transactions and investment opportunities across multiple Client Accounts on a fair and equitable basis over time. Typically, all eligible Client Accounts that can participate in a transaction share the same price on a pro rata allocation basis in an attempt to mitigate any conflict of interest. For certain strategies or situations where a pro rata allocation of securities or proceeds may not be possible or desirable, H&W may utilize other allocation methodologies that the firm believes is fair and equitable to clients over time. Investment opportunities are allocated among similarly managed Client Accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition. See Item 12(B) for discussion of Aggregation and Allocation of Orders. Since management fees and performance-based compensation paid to H&W are based on the net asset value of a Client Account, a conflict also arises when H&W or a related person is valuing the assets held by the Client Account. Assets will generally be valued using a third-party pricing vendor, or client’s custodian, in accordance with U.S. generally accepted accounting practices. If there is no price available under H&W’s pricing procedures or, in H&W’s determination, no price representing fair value, H&W’s Valuation Committee will provide a fair value based on the firm’s valuation procedures.

H&W is the investment adviser to the Hotchkis & Wiley Funds and receives management fees from such funds. Although its management fees are waived with respect to Managed Account assets invested in Hotchkis & Wiley Funds, so that those investors do not pay two levels of management fees to H&W on those assets, H&W nevertheless has an incentive to invest Managed Account assets in the Hotchkis & Wiley Funds, because higher asset levels in those funds lowers their expense ratios and may increase their visibility and create other marketing advantages. H&W is not a registered broker or dealer. However, certain employees of H&W are registered representatives of Quasar. All H&W sales employees receive salary and an annual bonus based on individual and company performance. This relationship eliminates any conflict of interest, in that H&W investment management employees do not have an incentive to recommend that H&W clients invest in the Hotchkis & Wiley Funds so that they or their colleagues receive additional compensation. Each Hotchkis & Wiley Fund was organized with the intent that it be managed by H&W, and H&W does not intend to cause any Hotchkis & Wiley Fund to terminate its investment management relationship with H&W absent H&W’s liquidation or bankruptcy. However, H&W has a fiduciary duty to act in the best interest of each Hotchkis & Wiley Fund, and investors in each fund have the right to withdraw from the fund at any time subject to any notice requirement or other withdrawal limitations described in the fund’s prospectus and statement of additional information. H&W also serves as general partner of the LP and manager of the LLC, as well as investment adviser to the Private Funds, which are privately placed to qualified investors. This relationship creates a conflict of interest because the Private Funds pay performance-based compensation to H&W, which gives H&W an incentive to favor the Private Funds over other Client Accounts that do not pay such compensation. H&W has adopted policies and procedures reasonably designed to ensure all clients are treated fairly and equally (see Item 6 – Performance Based Fees and Side-by-Side Management). Neither H&W nor its related persons are obligated to allocate any specific amount of time or investment opportunities to a particular Client Account, including any Hotchkis & Wiley Fund or the Private Funds. H&W and its related persons intend to devote as much time as they deem necessary for the conduct of each Client Account’s operation and portfolio management and will allocate investment opportunities in accordance with H&W’s trade allocation policy described in Item 12(B). Certain non-employee investors in H&W are also investors in our funds. This creates a conflict of interest that, in certain instances, could result in such investors attempting to unduly influence our management decisions, including decisions related to reduced fee structures and allocation of limited investment opportunities. Such investors are not involved in the day-to-day responsibilities of H&W and have no influence or control of our policies or procedures. With respect to the Hotchkis and Wiley Funds, H&W may make support payments for marketing purposes to brokerdealers. Information on marketing support payments is described in the funds’ statement of additional information. Stephens-H&W, LLC, of which SF Holding Corp. is the primary member, owns a minority interest in H&W. SF Holding Corp. invests in a wide variety of industries, including among others, oil and gas, telecommunications, publishing and media, health care, financial services, the Internet and e-commerce, technology, agriculture, manufacturing and retailing. Stephens-H&W is affiliated through common ownership with Stephens Investment Management Group, LLC, an SEC-registered investment adviser, Stephens Europe Limited, a UK FCA-registered investment bank, and Stephens Inc., an investment banking firm registered with the SEC as a broker-dealer, investment adviser and municipal advisor. Owners of Stephens-H&W, and their affiliated entities, are not deemed to be advisory affiliates of H&W. H&W’s relationships with affiliated entities of Stephen-H&W are not material to H&W’s advisory business or its clients.

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United States Department of Labor Regulations prohibit a fiduciary of a plan subject to the Employee Retirement Income Security Act o1974 (ERISA) from exercising its fiduciary authority to cause the ERISA plan to pay a service fee to a person in whom the fiduciary has an interest that may affect the exercise of its best judgment as a fiduciary. Regardless of whether Stephens Inc. might be considered to be a person in which H&W has such an interest, H&W will not use its authority as a fiduciary of any ERISA plan to engage Stephens Inc. to provide paid services to that plan. Backoffice: H&W outsources certain backoffice functions to a third-party service provider (e.g., trade communication, settlement instructions, corporate actions, portfolio accounting, pricing, cash and asset reconciliation, performance calculation and bank loan administration). H&W oversees these functions.

A. Code of Ethics In order to address conflicts of interest, H&W has adopted a code of ethics (the “Code”) which is applicable to all of H&W’s employees. H&W’s Code generally sets the standard of ethical and professional business conduct that H&W requires of its employees, requires employees to comply with applicable federal securities laws and regulations, and sets forth provisions regarding personal securities transactions by employees. The Code is discussed at H&W’s annual compliance meeting, which is attended by H&W’s employees. Each employee at least annually must certify that he or she has read and followed the Code and any amendments thereto. In addition to the Code, H&W has a Code of Conduct which sets forth specific policies and procedures for its employees regarding general business conduct and conflicts of interest (including outside activities, political contributions, gifts given and received, entertainment, etc.). The Code of Conduct also addresses material, nonpublic information (“insider information”) and other confidential information of clients and H&W. While H&W does not generally expect its employees to be in receipt of inside information, it requires any employee receiving inside information to refrain from trading based on the information and to discuss the information only with the Chief Operating Officer or Chief Compliance Officer to determine an appropriate course of action. Procedures are set forth to safeguard all other confidential information. H&W will provide a copy of the Code to any client or prospective client upon request. B. Participation or Interest in Client Transactions H&W does not engage in principal trades with any clients. Based on a client’s specific investment objective, H&W may recommend eligible clients to invest in a Hotchkis & Wiley Fund or another investment vehicle sponsored or managed by H&W (each, an “H&W-related fund”). Because of the relationship between H&W and any H&W-related fund, there is an inherent conflict of interest in H&W recommending such an investment as suitable for a client and a client should carefully consider if such person should invest in the fund. H&W will inform each client of its relationship with an H&W-related fund prior to the client’s investment, but does not intend to advise clients as to the appropriateness of the investment and will not receive any compensation for doing so or for selling interests in an H&W-related fund (except to the extent that H&W receives management fees from all fund investors). H&W may charge management fees at both the H&W-related fund level and the client account level; however, H&W instead may elect to waive or discount management fees on client assets invested in H&W-related funds, credit or rebate to a client for all or a portion of the management fees paid on account assets invested in a H&W-related fund, or otherwise limit the payment of duplicative fees to H&W by a client invested in a H&W-related fund.

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H&W’s performance compensation from the LP and LLC receives more favorable tax treatment than that from a Managed Account, as managing the Private Funds creates less administrative burden for H&W than managing Managed Accounts, and investors in the Private Funds have less transparency and liquidity than Managed Account clients. H&W, on behalf of clients, may from time to time engage in transactions with affiliates of SF Holding Corp. All such transactions must be consistent with H&W’s obligations to its clients and must be in compliance with applicable contractual and regulatory requirements. Periodically, H&W may seek to adjust or rebalance Client Accounts by effecting cross-trades between or among Client Accounts (i.e., causing one or more Client Accounts to sell securities to one or more other Client Accounts). In effecting such cross-trades, H&W seeks to reduce the transaction costs and promote trading efficiency to its clients of such account adjustments. All such cross-trades will be consistent with the investment objectives and policies of each Client Account involved in the trades and will be effected in compliance with Rule 206(3)-2 under the Advisers Act, Rule 17a-7 under the Investment Company Act, ERISA regulations and any other applicable law. The Client Accounts involved in such cross-trades will not pay any brokerage commissions or mark-ups in connection with the trades (to the broker-dealer or H&W), but will reimburse the applicable broker-dealer for any customary trading costs and/or transfer fees (i.e., aggregate ticket charges) that such broker-dealer incurs and that are assessed by any other broker-dealers through which such broker-dealer effects the trades. Certain types of client accounts may be excluded from cross trade opportunities because of the specific requirements under applicable regulations or client restrictions. H&W does not participate in agency cross transactions, which are transactions in which an investment advisor acts as the broker for their client as well as the other party. H&W is not obligated to acquire for any Client Account any security that H&W or its officers, employees or affiliates acquire for its or their own accounts or for any other Client Account, if in H&W’s absolute discretion, it is not practical or desirable to acquire a position in such security for that account. Individual and institutional clients may purchase shares of Hotchkis & Wiley Funds, other mutual funds sub-advised by H&W, and the Private Funds pending investment of assets or as part of their investment program. Such clients along with other fund shareholders bear a proportionate share of the expenses of those funds, including, to the extent permitted by law, the management fee paid to H&W. H&W purchases (and sells) shares of certain Hotchkis & Wiley Funds, generally for seed capital and occasionally to invest available operating capital. In addition, H&W employees and affiliates may invest in shares of the Hotchkis & Wiley Funds, other mutual funds advised or sub-advised by H&W, and the Private Fund. In certain situations, H&W and its employees and related parties may comprise a significant ownership percentage of these investment funds. H&W or its employees may, from time to time, invest in securities issued by companies where H&W has material business relationships, including companies that are the firm’s clients, broker-dealer counterparties, third-party vendors, or financial intermediaries who distribute or place orders on behalf of their clients, or provide shareholder services related to the Hotchkis & Wiley Funds. H&W may be restricted from purchasing for Client Accounts certain securities where the issuer (or government authority) has imposed ownership limits. Certain employees/officers of H&W may also be restricted from personal transactions in such security under certain circumstances. The Private Funds and other Client Accounts may be limited or restricted in their ability to participate in certain initial public equity offerings (“IPOs”) pursuant to certain restrictions, such as IPO allocation rules issued by the Financial Industry Regulatory Authority, Inc. (“FINRA”). This may result in some Client Accounts not being able to fully participate, or to participate at all, in such opportunities. The Client is responsible for determining its eligibility to participate in IPOs under FINRA rules. The offering documents for the Private Funds contain more information about how investment opportunities may be allocated. “Model portfolio” clients do not participate in IPOs due to the timing of when model portfolios are communicated to the Sponsors.

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H&W provides a variety of services for, and advice to, a range of clients, including issuers of securities that H&W may recommend for purchase or sale by clients. In the course of providing these services, H&W may come into possession of material, nonpublic information which, if disclosed, might affect an investor's decision to buy, sell or hold a security. Under applicable law, H&W may be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, including H&W's clients. In particular, in connection with investment in distressed debt instruments, H&W may seek representation on creditors’ committees. As a member of a creditors’ committee, H&W may owe certain obligations generally to all creditors similarly situated that the committee represents and may be subject to various trading or confidentiality restrictions. In addition, the size of an equity holding in a particular issuer, or contractual rights or arrangements obtained by an H&W account in connection with an investment, may enable the account to designate one or more directors to serve on the boards of entities in which the account invests. As a member of the board, H&W may come into possession of non-public information and may be subject to various trading or confidentiality restrictions either contractually or pursuant to applicable securities laws. While such board and committee representations may enhance H&W’s ability to influence the outcome of the investments for its clients, it may also have the effect of impairing the ability of all H&W clients from engaging in any transactions with respect to securities of such issuer. H&W may enter into non-disclosure agreements or come into possession of information that restricts our ability to trade securities that are held by clients of different strategies. These restrictions may have an adverse impact on one group of clients while benefiting another group. In certain situations, H&W will purchase different classes of securities of the same company (e.g. senior debt, subordinated debt, and or equity) in different investment strategies which can give rise to conflicts. For example, in a distress restructuring of a company’s capital structure, H&W may advocate for the benefit of one class of security which may be adverse to another security that is held by clients of a different strategy. H&W seeks to mitigate the impact of these conflicts on a case-by-case basis. C. Personal Trading H&W believes that if investment goals are similar for clients and for employees of H&W, it is logical and even desirable that there be common ownership of some securities. At the same time, H&W recognizes that there is a risk that employees will compete with Client Accounts or otherwise engage in personal securities transactions at the expense of a client’s interest. H&W’s Code requires that all such transactions be carried out in a way that does not endanger the interest of any client. The firm’s Code establishes certain pre-clearance procedures, black-out periods, trading restrictions and reporting requirements for employees. H&W utilizes a personal trading monitoring system to assist in the review of transactions in employees’ personal accounts and prevent conflicts that may arise between employees’ personal securities transactions and transactions for clients of H&W. D. Concurrent Trading Activity Under H&W’s Code, employees are generally subject to personal trading black-out periods surrounding securities transactions for Client Accounts. There will be occasions on which transactions to purchase or sell the same security may be effected at the same time for numerous accounts, some of which accounts may have similar investment objectives. See Item 12(B) for a description of H&W’s aggregation and allocation procedures.

A. Selection of Broker-Dealers H&W renders investment advice on both a discretionary and non-discretionary basis. Generally, H&W's clients give investment discretion to H&W. When H&W has investment discretion, it is authorized to make all investment decisions and to direct the execution of all transactions for the Client Accounts (subject to the investment objectives

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and guidelines applicable to the account) without consulting with the client in connection with each transaction. Clients may temporarily limit H&W’s discretion at any time. Some clients may arrange for H&W to manage their assets on a non-discretionary basis, which means that H&W generally must obtain approval from such clients prior to effecting investment transactions. As with clients who direct brokerage, non-discretionary clients may not benefit from bunched orders, and may have execution of their orders delayed, which may result in the client receiving a price that is less favorable than that obtained for discretionary clients and paying higher commissions or spreads. In addition, non-discretionary clients may be delayed in or precluded from participating in certain investment opportunities that are available to discretionary clients as a result of H&W’s inability to obtain client consent in a timely fashion. As indicated in Item 4, H&W provides model portfolio investment recommendations to Sponsors without execution or additional services. The recommendations may be provided on a contemporaneous or delayed basis relative to transactions of discretionary Client Accounts. The Sponsors and not H&W are responsible for selection of brokerdealers for all trades for their clients utilizing the model portfolio. H&W may make recommendations and take actions with respect to a particular Client Account that may be the same or may differ from the recommendations made or the timing or nature of action taken with respect to other Client Accounts. Directed Brokerage. H&W may accept a client’s written instruction to direct brokerage commissions from the client’s account to one or more broker-dealers in return for services the broker provides to the client, but only if doing so is consistent with H&W’s fiduciary duty to seek best execution. H&W accepts only a limited percentage of directed brokerage requests and may decline any such instruction if it believes the direction could interfere with its fiduciary duties or for other reasons in H&W’s sole discretion. An Authorized Participant is typically a large financial institution that has an agreement with an ETF distributor to create and redeem ETF shares. In certain circumstances, an ETF creation or redemption unit may be comprised in whole or in part of cash; in those cases, the Authorized Participant may request that trades in the ETF’s underlying securities be routed to the Authorized Participant’s broker-dealer for execution. Brokerage fees paid by clients who direct brokerage may vary based on each client’s arrangement with the brokerage firm and other factors (including transaction size and the market for the security). Clients who direct H&W to use a specific broker-dealer (i) may pay higher commissions on some transactions than those H&W might otherwise obtain, (ii) may receive less favorable execution on some transactions, (iii) may forego potential volume discounts on aggregated transactions, (iv) may be unable to participate in new issues offered through other brokerdealers, (v) may restrict H&W’s ability to access research-related products and services available from other brokerdealers, and (vi) may not begin executing transactions with a client-directed broker-dealer until all non-directed brokerage orders are completed. These directed brokerage arrangements may hinder H&W’s ability to obtain best execution for such clients. Directed brokerage trade orders may be included in an aggregated transaction, with instructions that the executing broker-dealer execute the transaction and then “step out” a portion of the commission to the client’s directed brokerdealer. Commission rates for step-out trades directed by the client may differ from the rate negotiated with the executing broker-dealer for the aggregated transaction. Restricted Brokers. Certain clients may restrict the use of specific brokerage firms for their accounts. Clients directing H&W to not use specific broker-dealers for transactions (i) may receive less favorable execution of some transactions, (ii) may forego the possible benefit of volume discounts for aggregated transactions, (iii) may not be able to participate in new issues sold by restricted broker-dealers, (iv) may not be able to purchase the same security from other broker-dealer’s inventory, (v) may impact H&W’s ability to receive research-related products and services available from restricted broker-dealers and (vi) may not begin to execute transactions with another broker-dealer until all non-restricted brokerage orders are completed. H&W’s ability to obtain best execution for such clients may be hindered by the restriction on the broker-dealer.

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Restricted brokerage trade orders may be included in an aggregated transaction with instructions that the brokerdealer execute the transaction and then “step out” a portion of the commission to a different broker-dealer for agency trades. Commission rates for step out trades may differ from the rate negotiated with the executing broker-dealer in the aggregated transaction. Execution Quality. Where H&W has discretionary authority to determine the broker or dealer to be used and the commission rate to be paid, H&W will seek to obtain the best execution available under the circumstances. A number of factors are considered in arriving at such determinations. These factors include, but are not limited to, research capabilities, execution capabilities, back office and processing capabilities, reputation and perceived soundness of the firm and the level of commission rates that can be obtained. H&W does not adhere to any rigid formulas in making the selection of the applicable broker-dealer, but weighs a combination of the preceding criteria. While H&W generally seeks competitive commission rates in those instances where it is authorized to do so, it may not necessarily pay the lowest commission or spread available. Transactions may involve specialized services on the part of the broker or dealer involved and thereby entail higher commissions or spreads than would be the case with other transactions with more routine services. In certain situations, to facilitate best execution, H&W may use alternative trading systems (i.e., electronic crossing networks, etc.) in lieu of placing a trade order with a traditional brokerage firm for liquidity, anonymity, and lower transaction costs, if relevant. H&W may engage in security transactions with brokers who may also sell shares of Hotchkis & Wiley Funds provided that it reasonably believes that the broker will provide best execution. However, there are no quid pro quo arrangements or agreements in place with these brokers. Furthermore, H&W has implemented a policy that prohibits its traders from considering sales of fund shares as a factor in the selection of broker-dealers to execute portfolio transactions for each fund. However, trading with these brokers may raise the appearance of a conflict of interest. Dealers in fixed-income securities make a profit through the “spread,” the difference between the issuer’s fixedincome security price and the marked-up price offered to buyers (in the initial offering) or the difference between the quoted bid and ask prices (in secondary market trading). Spreads can differ based on, among other things, the availability of the security and the size of the transaction. Unlike the cost of trading that is incurred in equity security transactions, the cost of trading fixed-income instruments is unstated on a per security basis and is reflected in the marked-up price of those instruments. Mark-ups are generally not recorded on fixed-income transactions. For fixed-income transactions, the portfolio managers evaluate broker-dealers on an ongoing basis and best execution for a trade is determined at the time of the trade, taking into consideration the broker-dealer’s capabilities, including but not limited to, the impact of trading in the market, bid-ask spread, access to new issues and the ability to timely execute orders. In certain “portfolio trading” arrangements, the broker-dealer selected is based on the best total (net) portfolio price quoted in aggregate for the basket of securities (and not on the pricing for each individual security). As part of the best execution review, H&W periodically reviews fixed-income transaction prices against prices provided by a third-party pricing source. For foreign securities transactions in local markets, trades on foreign exchanges may incur greater transaction charges than trades effected on U.S. exchanges. For certain accounts that may not be able to hold foreign denominated securities because of investment restrictions or custodial limitations, H&W may purchase ordinary shares in foreign markets and arrange for these ordinary shares to be converted into depository receipts. Fees and costs associated with the conversion and transaction of such shares of depository receipts are typically included in the net price of the security and borne by the client. Research Services; Client Commission Arrangements. For equity agency trades, when more than one broker-dealer is believed capable of providing the best combination of price and execution, H&W may select a broker-dealer based in part upon brokerage and research services it will provide or purchase for H&W and its clients. Selecting a brokerdealer in recognition in part of brokerage and research services or products it provides, rather than based solely upon

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A. Compensation By Non-Clients H&W receives certain research services (see Research Services; Client Commission Arrangements section in Item 12A above) from non-clients, such as Sponsors who purchase H&W model portfolios. Such research services may be paid by commission dollars generated by Client Accounts. H&W also receives compensation from such Sponsors in connection with their purchase of H&W’s model portfolios. Subject to H&W’s gift and entertainment policies, H&W or its employees may receive gifts and/or entertainment from broker-dealers who execute trades for Client Accounts and other service providers. H&W’s policy limits gifts received to $300 per person per service provider for each calendar year. Further, H&W’s policy requires reporting of gifts and entertainment (which exceed $300 per event) by a service provider and quarterly employee gift/entertainment certifications. B. Compensation for Client Referrals H&W has entered into distribution or referral arrangements (“Promoter Agreement”) with unaffiliated non-U.S. based Promoters, pursuant to which the Promoters have agreed to provide H&W with leads and referrals of certain investors outside of the U.S. Promoters are not clients of H&W nor investors in Hotchkis & Wiley Funds, Private Funds or H&W. In consideration for these services, Promoters will be compensated by H&W. H&W has agreed to pay Promoters a retainer fee and/or an ongoing fee equal to a percentage of the aggregate advisory fee paid to H&W by investors introduced by Promoters. Under the terms of the agreement, upon successful referral, Promoters will receive a portion of the annual investment advisory fee charged to investors and received by H&W to be paid as agreed to in the Promoter Agreement. The compensation arrangement between H&W and a Promoter creates an additional incentive for the Promoter to refer investors to H&W. A Promoter is considered to be providing an “endorsement” of H&W’s advisory services. Referral fees paid to a Promoter are contingent upon the investor entering into a written advisory agreement with H&W. The Promoter has a financial incentive to recommend H&W to investors. This creates a conflict of interest; however, investors are not obligated to invest with H&W. Management fees paid to H&W by investors are not increased as a result of any referral. Investors do not pay higher fees as a result of these arrangements. If the investor is introduced to H&W by a Promoter, at the time of the solicitation, the Promoter shall disclose the nature of the relationship and provide each prospective investor with detailed disclosure of the compensation arrangement and any conflicts of interest.

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Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of H&W or the integrity of H&W’s management. H&W has no information applicable to this Item.

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A. Periodic Account Review H&W manages institutional separate accounts, private investment funds and mutual funds. Investment reviews and decision-making are performed by H&W’s investment staff, including portfolio managers, on an ongoing basis. For the equity strategies, the investment process employed is the same for similar accounts and is team-based utilizing primarily in-house, fundamental research. The investment research staff is organized by industry and sector and supports all of the Client Accounts managed in each of H&W’s investment strategies. Portfolio managers for each strategy ensure that the best thinking of the investment team is reflected in the “target portfolios.” For the high yield strategy, the portfolio managers review Client Accounts and portfolio holdings on an ongoing basis with the investment research staff. B. Non-Periodic Account Review Programmable guidelines and restrictions for the firm’s investment strategies are coded into the compliance module of the firm’s trading system, which provides for pre-trade and post-trade compliance checks. Potential trade alerts are reviewed and closed by the trade analysts and/or Compliance Department depending on the type of alert.

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C. Client Reports H&W and/or the qualified custodian or administrator of each Client Account will transmit unaudited monthly and/or quarterly performance reports and account statements to clients and/or their consultants/administrators. Investors in the Private Funds also receive audited financial statements of those funds every year. H&W will make the reports available via electronic transmission or in electronic form on its website via private access as requested by a client. H&W, in its discretion, may provide more frequent reports and/or more detailed information to all or any clients and/or their consultants/administrators. Certain clients do not require H&W’s standard reports and will request information to be provided using their own reporting templates.

H&W will not maintain possession or custody of the funds or securities that a client transferred to a Client Account. The assets transferred by a client will typically be deposited with a qualified custodian selected by the client. The qualified custodian will provide clients with periodic account statements and performance reports. The clients’ custodians maintain Client Accounts’ official accounting records. Information in the H&W account statements may differ from the custody statements based on various items, such as accounting procedures, reporting dates, or valuation methodologies of certain securities. Clients should carefully read these reports and compare any reports received from H&W against reports received from the qualified custodian. H&W serves as general partner or manager to the Private Funds and as such is deemed to have custody of those funds’ assets. The firm complies with the custody rule by engaging an independent PCAOB auditor to conduct an annual audit of the Funds’ financials. Investors in the Private Funds receive written quarterly statements and an annual audited report within 120 days of those funds’ fiscal year end.

For its discretionary Client Accounts, H&W generally has full authority to determine, without obtaining specific client consent, the securities and quantity of securities to be bought or sold, broker or dealer to be used and commission rates to be paid on behalf of the client. Clients may specifically direct H&W in writing to limit the foregoing authority. H&W’s discretionary authority is derived from the investment management agreement executed by each Managed Account and Investment Company client, and from the LP or LLC agreement of the Private Funds. Customary restrictions on H&W’s authority may include limits on the amount of total account assets invested in a single company, industry, or country, or in cash, emerging markets, or derivative instruments. H&W’s discretionary authority with respect to a Managed Account or Investment Company client may be subject to the client’s ability to direct H&W to effect brokerage business for its account to a particular broker. See Item 12(A) above. H&W does not make any investment decisions or exercise investment discretion in connection with the provision of its model portfolios to Sponsors. In this situation, H&W provides data and recommendations to the Sponsors who make the ultimate investment decision for their clients. H&W may also execute security transactions for certain nondiscretionary clients who direct H&W to purchase specific securities. H&W is not obligated to acquire for any account any security that H&W or its officers, partners, members or employees may acquire for its or their own accounts or for the account of any other Client, if in the absolute discretion of H&W, it is not practical or desirable to acquire a position in such security.

Generally, and except to the extent that a client otherwise instructs H&W in writing, H&W will vote or abstain from voting (by proxy or otherwise) on all matters for which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in Client Accounts in such manner as H&W deems appropriate in accordance with its proxy policy guidelines which set forth recommendations for voting typical proxy proposals. However, each proxy issue will be considered individually in order that H&W may consider what would be in its client’s best interest. All conflicts of interest are adjudicated based on what is deemed to be in the best interest of our clients and their beneficiaries. Our Proxy Oversight Committee (“POC”) is responsible for reviewing proxies voted by the firm to determine that the vote was consistent with established guidelines in situations where potential conflicts of interests may exist when voting proxies. In general, when a conflict at the firm level presents itself, H&W follows the recommendation of our third-party proxy advisor, ISS.

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H&W may determine not to vote proxies in respect of securities of any issuer (i) if H&W determines that it would be in the client’s overall best interest not to vote under the circumstances, such as when (a) the cost of voting exceeds the expected benefit to the client, (b) voting the client’s proxies will not have an effect on the outcome of the matter up for vote or (c) the matter up for vote will not impact the client’s economic interests; (ii) if H&W does not receive adequate information from the client’s custodian or proxy vendor in sufficient time to cast the vote; or (iii) if the security is no longer held in the clients’ portfolios by the proxy meeting date. For example, to the extent that H&W receives proxies for securities that are transferred into a client’s portfolio that were not recommended or selected by H&W and have been sold or are expected to be sold promptly in an orderly manner (“legacy securities”), H&W will generally refrain from voting such proxies. In such circumstances, since legacy securities have been sold or are expected to be sold promptly, H&W may determine that voting proxies on such securities would not further a client’s interest in maximizing the value of its investments. H&W will consider a Managed Account client’s special request to vote a legacy security proxy, and if agreed would vote such proxy in accordance with H&W’s guidelines. Non-U.S. proxies (and particularly those in emerging markets) may involve a number of restrictions preventing H&W’s ability to vote. H&W will vote such proxies to the extent it is feasible to do so. Certain client accounts may purchase unsponsored American Depositary Receipts (ADRs) where shareholder benefits and voting rights may not be extended to the holders of these particular securities. Fixed-income securities normally do not provide voting rights; however, special circumstances may occur that permit voting or responding to another type of corporate action. Certain clients have specifically elected to retain the responsibility for receiving and voting proxies for securities maintained in their portfolios and receive their proxies or other solicitations directly from their custodian. H&W will not vote the proxies for these securities in this case, but may provide advice to clients regarding the clients’ voting of proxies. If H&W has the authority to exercise proxy voting rights for a Client Account, H&W will vote, or abstain from voting, the proxies for securities beneficially held by the custodian for the portfolio as of the record date of the shareholder meetings (settlement date). Securities not held by the custodian as of the record date (e.g., due to an unsettled purchase or securities lending) will not be voted by H&W. Employees of H&W may own the same securities held by Client Accounts. The employees vote their securities independently from H&W’s proxy voting policy. H&W utilizes a third-party service provider to provide administrative assistance in connection with the voting of proxies, including certain record keeping and reporting functions. A client may obtain a copy of H&W's proxy voting policies and procedures and/or information on how H&W has voted the client's securities free of charge by written request to hwclient@hwcm.com. Corporate Actions: There may also be a variety of corporate actions or other matters for which shareholder action is required or solicited and with respect to which H&W may take action that it deems appropriate in its best judgment except to the extent otherwise required by agreement with the client. These actions may include, for example and without limitation, tender offers or exchanges and bankruptcy proceedings. Legal Proceedings and Class Action Litigation: If a client has a claim or potential claim in any bankruptcy proceeding, class action securities litigation, or other litigation or proceeding affecting securities held in the client's account, H&W will not be obligated to pursue such claim on behalf of the client, but will provide the client or its custodian with reasonable assistance in support of the client's pursuit of such claim while the account is managed by H&W.

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Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about the adviser’s financial condition. H&W has no financial commitment that impairs its ability to meet its contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. ADDITIONAL INFORMATION BUSINESS CONTINUITY PLAN H&W maintains a formal Business Continuity Plan that outlines strategies reasonably designed to ensure the firm can continue to meet its fiduciary obligations in the event of unplanned business disruptions. The plan includes procedures for immediate response, continuity strategies, and recovery processes for critical operational functions. It details the roles and responsibilities of the Business Continuity Team (BCT), the development and maintenance of the Business Impact Analysis (BIA), and the execution of Department Continuity Plans. The document also addresses communication protocols, evacuation sites, remote work requirements, and the resumption of normal business operations following a disruption. In the event of a significant business disruption, clients can access information on H&W’s website at www.HWCM.com.

SUPPLEMENT Item 1 Name of Supervised Person: George H. Davis, Jr. Name of Investment Adviser: Hotchkis and Wiley Capital Management, LLC Address: (Number and Street) (City) 601 S. Figueroa Street, 39th Floor Los Angeles

(State) CA

(Zip Code) 90017

Telephone Number: 213-430-1000

This brochure supplement provides information about George H. Davis, Jr. that supplements the Form ADV Brochure of Hotchkis and Wiley Capital Management, LLC (“H&W”). You should receive a copy of that Brochure. Please contact Anna Marie Lopez at (213) 430-1000 if you did not receive H&W’s Brochure or if you have any questions about the content of this supplement. Additional information about H&W also is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2

Name. George H. Davis, Jr.

Educational Background and Business Experience

Year of Birth. 1961 Education. Stanford University (BA History and Economics, 1984) Stanford University (MBA Business, 1988) Business Background (5 Years). Executive Chairman (2021 – present); Principal and Portfolio Manager of H&W (2001 – present); Chief Executive Officer (2001 – 2021).

Item 3

Disciplinary Information Item 4

A. Investment-Related Activities – Not applicable.

Other Business Activities

B. Other Business Activities – Not applicable.

Item 5

Additional Compensation Item 6 Supervision

Mr. Davis is the Executive Chairman and a portfolio manager of H&W. Investment decisions and portfolio activity are reviewed as a team by portfolio managers of a specific strategy. Mr. Davis is a portfolio manager of certain strategies of H&W. Mr. Davis is required to comply with H&W’s code of ethics, its compliance policies and procedures and any other policies and procedures adopted by H&W from time to time. Mr. Davis is available at 213-430-1000.

SUPPLEMENT Item 1 Name of Supervised Person: Scott McBride, CFA Name of Investment Adviser: Hotchkis and Wiley Capital Management, LLC Address: (Number and Street) (City) 601 S. Figueroa Street, 39th Floor Los Angeles

(State) CA

(Zip Code) 90017

Telephone Number: 213-430-1000

This brochure supplement provides information about Scott McBride that supplements the Form ADV Brochure of Hotchkis and Wiley Capital Management, LLC (“H&W”). You should receive a copy of that Brochure. Please contact Anna Marie Lopez at (213) 430-1000 if you did not receive H&W’s Brochure or if you have any questions about the content of this supplement. Additional information about H&W also is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2

Name. Scott McBride, CFA

Educational Background and Business Experience

Year of Birth. 1971 Education. Georgetown University (BA Economics, 1994) Columbia Business School (MBA Finance/Management, 2001) Business Background (5 Years). Chief Executive Officer (2021 – present); Portfolio Manager of H&W (2004 – present); President (2016 – 2021); Equity Analyst of H&W (2001-2003).

Item 3

Disciplinary Information Item 4

A. Investment-Related Activities – Not applicable

Other Business Activities

B. Other Business Activities – Not applicable

Item 5

Additional Compensation Item 6 Supervision

Mr. McBride is the Chief Executive Officer and portfolio manager of H&W. Investment decisions and portfolio activity are reviewed as a team by portfolio managers of a specific strategy. Mr. McBride is a portfolio manager of certain strategies of H&W. Mr. McBride is required to comply with H&W’s code of ethics, its compliance policies and procedures and any other policies and procedures adopted by H&W from time to time. Mr. McBride is available at 213-430-1000.

The CFA® charter is a credential awarded by the CFA Institute to individuals who meet its education, examination, sponsorship, experience and ethics requirements. To earn a CFA® charter, eligible candidates must have four years of qualified investment work experience, become a member of the CFA Institute, adhere to the Code of Ethics and Standards of Professional Conduct on an ongoing basis, and complete the CFA® program, which requires the passage of three separate six-hour examinations. Topics tested by the CFA Institute include ethical standards, quantitative methods, economics, financial reporting, corporate finance, equities, fixed income, derivatives, alternative investments, and portfolio management. For additional information about the designation discussed above, please refer directly to the website of the organization that issues the designation.

SUPPLEMENT Item 1 Name of Supervised Person: Hunter Doble, CFA Name of Investment Adviser: Hotchkis and Wiley Capital Management, LLC Address: (Number and Street) (City) 601 S. Figueroa Street, 39th Floor Los Angeles

(State) CA

(Zip Code) 90017

Telephone Number: 213-430-1000

This brochure supplement provides information about Hunter Doble that supplements the Form ADV Brochure of Hotchkis and Wiley Capital Management, LLC (“H&W”). You should receive a copy of that Brochure. Please contact Anna Marie Lopez at (213) 430-1000 if you did not receive H&W’s Brochure or if you have any questions about the content of this supplement. Additional information about H&W also is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2

Name. Hunter Doble, CFA

Educational Background and Business Experience

Year of Birth. 1972 Education. Georgetown University (BA Economics,1994) New York University Stern School of Business (MBA Finance, 2001) Business Background (5 Years). Portfolio Manager of H&W (2006 – present); Equity Analyst of H&W (2005 – 2006).

Item 3

Disciplinary Information Item 4

A. Investment-Related Activities – Not applicable

Other Business Activities

B. Other Business Activities – Not applicable

Item 5

Additional Compensation Item 6 Supervision

Mr. Doble is a portfolio manager of H&W. Investment decisions and portfolio activity are reviewed as a team by portfolio managers of a specific strategy. Mr. Doble is a portfolio manager of certain strategies of H&W. Mr. Scott McBride, CEO of H&W (213-430-1000), is responsible for supervising the advisory activities of Mr. Doble. Mr. Doble is required to comply with H&W’s code of ethics, its compliance policies and procedures and any other policies and procedures adopted by H&W from time to time.

The CFA® charter is a credential awarded by the CFA Institute to individuals who meet its education, examination, sponsorship, experience and ethics requirements. To earn a CFA® charter, eligible candidates must have four years of qualified investment work experience, become a member of the CFA Institute, adhere to the Code of Ethics and Standards of Professional Conduct on an ongoing basis, and complete the CFA® program, which requires the passage of three separate six-hour examinations. Topics tested by the CFA Institute include ethical standards, quantitative methods, economics, financial reporting, corporate finance, equities, fixed income, derivatives, alternative investments, and portfolio management. For additional information about the designation discussed above, please refer directly to the website of the organization that issues the designation.

SUPPLEMENT Item 1 Name of Supervised Person: David E. Green, CFA Name of Investment Adviser: Hotchkis and Wiley Capital Management, LLC Address: (Number and Street) (City) 601 S. Figueroa Street, 39th Floor Los Angeles

(State) CA

(Zip Code) 90017

Telephone Number: 213-430-1000

This brochure supplement provides information about David E. Green that supplements the Form ADV Brochure of Hotchkis and Wiley Capital Management, LLC (“H&W”). You should receive a copy of that Brochure. Please contact Anna Marie Lopez at (213) 430-1000 if you did not receive H&W’s Brochure or if you have any questions about the content of this supplement. Additional information about H&W also is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2

Name. David E. Green, CFA

Educational Background and Business Experience

Year of Birth. 1968 Education. University of California, Berkeley (BA Economics, 1990) Business Background (5 Years). Principal and Portfolio Manager of H&W (2001 – present).

Item 3

Disciplinary Information Item 4

A. Investment-Related Activities – Not applicable.

Other Business Activities

B. Other Business Activities – Not applicable.

Item 5

Additional Compensation Item 6 Supervision

Mr. Green is a portfolio manager of H&W. Investment decisions and portfolio activity are reviewed as a team by portfolio managers of a specific strategy. Mr. Green is a portfolio manager of certain strategies of H&W. Mr. Scott McBride, CEO of H&W (213430-1000), is responsible for supervising the advisory activities of Mr. Green. Mr. Green is required to comply with H&W’s code of ethics, its compliance policies and procedures and any other policies and procedures adopted by H&W from time to time.

The CFA® charter is a credential awarded by the CFA Institute to individuals who meet its education, examination, sponsorship, experience and ethics requirements. To earn a CFA® charter, eligible candidates must have four years of qualified investment work experience, become a member of the CFA Institute, adhere to the Code of Ethics and Standards of Professional Conduct on an ongoing basis, and complete the CFA® program, which requires the passage of three separate six-hour examinations. Topics tested by the CFA Institute include ethical standards, quantitative methods, economics, financial reporting, corporate finance, equities, fixed income, derivatives, alternative investments, and portfolio management. For additional information about the designation discussed above, please refer directly to the website of the organization that issues the designation.

SUPPLEMENT Item 1 Name of Supervised Person: Mark Hudoff Name of Investment Adviser: Hotchkis and Wiley Capital Management, LLC Address: (Number and Street) (City) 601 S. Figueroa Street, 39th Floor Los Angeles

(State) CA

(Zip Code) 90017

Telephone Number: 213-430-1000

This brochure supplement provides information about Mark Hudoff that supplements the Form ADV Brochure of Hotchkis and Wiley Capital Management, LLC (“H&W”). You should receive a copy of that Brochure. Please contact Anna Marie Lopez at (213) 430-1000 if you did not receive H&W’s Brochure or if you have any questions about the content of this supplement. Additional information about H&W also is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2

Name. Mark Hudoff

Educational Background and Business Experience

Year of Birth. 1961 Education. Arizona State University (BS Economics, 1986) University of Chicago Business School (MBA Finance, 1992) Business Background (5 Years). Portfolio Manager of H&W (2009 – present).

Item 3

Disciplinary Information Item 4

A. Investment-Related Activities - Not applicable.

Other Business Activities

B. Other Business Activities - Not applicable.

Item 5

Additional Compensation Item 6 Supervision

Mr. Hudoff is a portfolio manager of H&W. Investment decisions and portfolio activity are reviewed as a team by portfolio managers of a specific strategy. Mr. Hudoff is a portfolio manager of certain strategies of H&W. Mr. Scott McBride, CEO of H&W (213-430-1000), is responsible for supervising the advisory activities of Mr. Hudoff. Mr. Hudoff is required to comply with H&W’s code of ethics, its compliance policies and procedures and any other policies and procedures adopted by H&W from time to time.

SUPPLEMENT Item 1 Name of Supervised Person: Raymond G. Kennedy, CFA Name of Investment Adviser: Hotchkis and Wiley Capital Management, LLC Address: (Number and Street) (City) 601 S. Figueroa Street, 39th Floor Los Angeles

(State) CA

(Zip Code) 90017

Telephone Number: 213-430-1000

This brochure supplement provides information about Raymond G. Kennedy that supplements the Form ADV Brochure of Hotchkis and Wiley Capital Management, LLC (“H&W”). You should receive a copy of that Brochure. Please contact Anna Marie Lopez at (213) 430-1000 if you did not receive H&W’s Brochure or if you have any questions about the content of this supplement. Additional information about H&W also is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2

Name. Raymond G. Kennedy, CFA

Educational Background and Business Experience

Year of Birth. 1961 Education. Stanford University (BS Industrial Engineering, 1983) Anderson Graduate School of Management at the University of California, Los Angeles (MBA Business, 1988) Business Background (5 Years). Portfolio Manager of H&W (2008 – present).

Item 3

Disciplinary Information Item 4

A. Investment-Related Activities - Not applicable.

Other Business Activities

B. Other Business Activities - Not applicable.

Item 5

Additional Compensation Item 6 Supervision

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