Private Capital Management, LLC

Overview of the Firm Private Capital Management, LLC (“PCM” or “we”), is a boutique investment and wealth advisory firm located in Naples, FL. PCM was founded in 1986 as an extension of a family office, and operated as Private Capital Management, L.P. until 2013, when it became wholly employee owned. Gregg J. Powers is PCM’s Lead Portfolio Manager for all PCM value equity strategies. PCM primarily manages separate accounts for institutional and high net worth clients. PCM also implements its value equity strategies through a number of pooled vehicles. PCM’s value equity investment strategies are grounded in a fundamental research, value based investment discipline that focuses on identifying companies whose equity securities trade at a valuation that in our view represents a significant discount to the company’s intrinsic value. Additional investment strategies and wealth advisory services offered by PCM are overseen by PCM investment professionals other than members of PCM’s value equity investment team. PCM generally operates under the trade name Private Capital Wealth or Harmonic Investors with respect to these strategies and services. Mr. Powers also serves as PCM’s CEO and is the controlling owner of PCM (indirectly) through Pelican Bay Holdings, LLC (“Pelican Bay Holdings”), a holding company that serves as general partner of Private Capital Management Holdings, L.P. (“PCM Holdings”), PCM’s controlling parent. In addition to Mr. Powers, a number of senior PCM employees hold limited partnership interests in PCM Holdings (“Partners”). Pelican Bay Holdings also owns PCM’s broker-dealer affiliate, Carnes Capital Corp. (“Carnes”). PCM owns and controls three Special Purpose Vehicle (limited liability company) subsidiaries (each, an “SPV”). These SPVs serve as either the general partner or managing member of private investment funds offered to eligible clients. The oversight and management of the SPVs has been delegated to Partners other than Mr. Powers. See Item 4 — Special Purpose Vehicles. In addition to its main office, PCM maintains a research office in Miami, FL. Value Equity Strategies PCM’s two value equity strategies – our Value Focus and Value Equity client portfolios – invest primarily in publicly traded small-cap equity securities (stocks) that trade on North American (predominantly U.S.) exchanges. On occasion, these investments may include publicly traded limited partnerships. For certain clients (including most clients invested in our Value Focus Strategy and the private funds we manage), PCM has the ability to invest in a range of financial instruments or options, as well as non-equity securities such as corporate debt. PCM also has the ability to execute short sales for clients that have margin accounts and have permitted short selling. While the securities in which we invest typically trade on North American exchanges (including in the U.S. OTC market), those securities may be issued by companies that (i) are based or domiciled in, or have significant operations within, foreign countries or (ii) derive a significant portion of their revenues from outside North America. PCM generally considers a security domestic (i.e., non-foreign) so long as it maintains a U.S. or Canadian exchange listing or trades in the U.S. over-the-counter market, regardless of company domicile.

PCM manages two small-cap focused value equity strategies in which separate account clients may invest: PCM’s Value Focus Strategy and PCM’s periodically less concentrated Value Equity Strategy. Both strategies are grounded in PCM’s bottom-up investment approach described in Item 8. Separate account clients who participate in PCM’s Value Equity Strategy are allowed to impose reasonable restrictions on their accounts, including limitations on investments in specific securities, industries, or sectors. Because of its periodically more concentrated nature, a client’s ability to impose investment restrictions on a Value Focus Strategy account may be more limited. PCM may decline to accept a new value equity account, or may terminate an existing advisory relationship, if a client’s investment guidelines or restrictions significantly impair PCM’s ability to manage the portfolio in accordance with our investment discipline. PCM’s value equity strategies employ a single fundamental research, value based investment discipline. Both of PCM’s value equity strategies are intended for individuals and institutions with a long-term investment horizon that have the capacity to bear market risk, including the risk of loss of invested capital. Wealth Advisory Services PCM provides wealth advisory services to clients under the trade name Private Capital Wealth. PCM maintains continuous supervision of client wealth advisory assets, which are primarily invested in passive and active strategies or vehicles (primarily exchange-traded funds (“ETFs”) and mutual funds). In accordance with the delegation made by the client, PCM manages wealth advisory accounts either on a fully discretionary basis or through recommendations that are subject to client approval. The majority of wealth advisory clients have elected to have PCM manage their accounts on a fully discretionary basis. In the case of non-discretionary wealth advisory services, the client retains investment discretion over their PCM account(s), meaning that PCM does not independently direct transactions for these wealth advisory client accounts. Wealth advisory clients may elect to provide PCM varying levels of investment discretion with respect to investing, rebalancing and reallocating assets held in their wealth advisory account(s). As a part of its wealth advisory services PCM utilizes PCM managed proprietary separate account strategies and funds, including the PCM Value Fund and Harmonic Investors private funds. PCM wealth advisory clients will pay two levels of management fees on assets allocated to strategies or vehicles managed by third parties. Unless otherwise agreed with the client, wealth advisory clients do not pay two levels of management fee on assets allocated to strategies or vehicles managed by PCM or its affiliates. Harmonic Investors Strategies Through its subsidiary Harmonic Investors LLC, PCM offers several private fund strategies to qualified investors that are designed to embrace varying levels of equity market risk. Harmonic Investors LLC is a multi-series limited liability company organized under Delaware law. Harmonic Investors private fund offerings include Harmonic Investors LLC Fund I (“Harmonic Fund I”), Harmonic Investors LLC Equity Income Plus (“Harmonic Equity Income Plus”), Harmonic Investors LLC Real Assets Income Fund (“Harmonic Real Assets Fund”), Harmonic Investors LLC Navigator Fund (“Harmonic Navigator”), Harmonic Investors LLC Hedged Partners Fund (“Harmonic Hedged Partners”) and Harmonic Investors LLC Opportunity Partners Fund (“Harmonic Opportunity Partners”). Other than Harmonic Opportunity Partners – which is

overseen by PCM’s value equity investment team – Harmonic Investors strategies are managed and overseen by PCM investment professionals who are not members of PCM’s value equity investment team. Adviser and Sub-Adviser to Pooled Vehicles PCM acts as investment adviser to the Entrepreneurial Value Fund, L.P. (the “EVF”), and The Collier Fund, Ltd. (the “Collier Fund”) and one SEC registered mutual fund, the Private Capital Management Value Fund (the “PCM Value Fund”). Through Harmonic Investors Managing Member LLC (“Harmonic Managing Member”), PCM also serves as adviser to Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator, Harmonic Hedged Partners and Harmonic Opportunity Partners, which are also private funds. Harmonic Managing Member is a wholly owned subsidiary (SPV) of PCM. See Item 4 — PCM Special Purpose Vehicles. PCM also serves directly as the subadviser to Harmonic Fund I’s concentrated value equity strategy allocation. PCM Special Purpose Vehicles PCM owns and controls the general partners of the EVF and the Collier Fund (respectively, PCM Entrepreneurial GP, LLC and PCM Collier GP, LLC) as well as the managing member (Harmonic Managing Member LLC) of Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator, Harmonic Hedged Partners and Harmonic Opportunity Partners. Each of these Special Purpose Vehicles (each, an “SPV”) is managed by senior officers/Partners of PCM who are not members of PCM’s value equity investment team. Any investment authority held by an SPV is exercised and controlled by PCM. Chad Atkins serves as an officer of each SPV while Jeffrey M. Fortier serves as an officer of Harmonic Managing Member. Chad Atkins also serves as PCM’s CCO and as a member of PCM’s Compliance Committee. Each SPV is subject to PCM’s compliance policies and oversight, as well as PCM’s Code of Ethics. Assets Under Management PCM managed approximately $1.4 billion in assets as of December 31, 2025.

Separate Account Fees and Compensation PCM charges management fees for value equity and wealth advisory separate accounts based on the value of an account (including cash, accrued interest and dividends) on the last business day of the relevant period. Alternatively, Value Focus clients may select a fee structure that includes a performance fee component along with a base management fee. Management fees are pro-rated for the first and last quarter an account is under PCM’s management. On a case-by-case basis, PCM has negotiated management fees for significant relationships. Such determinations are made by PCM at its sole discretion. PCM also at its discretion accepts accounts at an initial funding level below the applicable stated minimum.

PCM and a client may agree that fees will be computed based upon the custodian’s valuation of the client’s assets rather than the independent pricing service data used by PCM. In limited cases PCM may agree to receive its base management fee in advance. If a client that pays its management fee in advance terminates their Portfolio Management Agreement (other than at quarter end), PCM will refund a pro-rated portion of the management fee paid. Value Focus Strategy. PCM’s Value Focus Strategy offers two standard advisory fee structures. The first is 1% per annum, which is charged quarterly in arrears based on the fair market value of the assets in a client’s account. The second standard option is an advisory fee split between a base management fee of 0.75% (75 basis points) per annum, charged quarterly in arrears, along with a performance fee equal to 5% of the amount by which the calendar year return from all sources exceeds 8% (determined after the base management fee). In the event PCM manages a Value Focus Strategy account for only a portion of a calendar year, any performance fee will be determined as if the period PCM managed the account comprised a full calendar year. PCM may agree to other fee arrangements based upon a number of factors, including a client’s history with PCM or whether the account is part of a sub-advisory or multiple account relationship with PCM. Value Equity Strategy. PCM’s standard fee for its Value Equity Strategy is 1% per annum, which is charged quarterly in arrears based on the fair market value of the assets in a client’s account. In the event PCM accepts a Value Equity Strategy account with initial funding of less than $1 million, the management fee charged will not exceed 1.5% per annum and may be lower based upon a number of factors, including whether the account owner was previously a client of PCM or the account is part of a larger relationship with assets already under PCM’s management. Wealth Advisory Accounts. PCM charges wealth advisory clients a flat fee, which is charged quarterly in arrears based on the fair market value of the assets in a client’s account. This fee generally does not exceed 1.25% per annum and may vary based on account size, additional assets managed by PCM, the percentage of assets invested in PCM managed strategies, the nature of the advisory relationship and specific services requested by the client. Wealth advisory accounts primarily trade through Carnes at a rate of $20.00 per trade for ETF and mutual fund trades. PCM’s wealth advisory management fee is in addition to any fees charged by any ETF or thirdparty managed strategy or vehicle in which such client’s assets are invested. As a result, PCM wealth advisory clients pay two levels of fees with respect to assets invested in third-party managed ETFs, strategies or vehicles. Unless otherwise agreed with the client, wealth advisory clients do not pay PCM a wealth advisory fee on assets invested in PCM or affiliate managed strategies or vehicles. Method of Payment. Clients have the option of allowing PCM to deduct its management fee directly from their account or having PCM invoice them each quarter. Clients who would like PCM to deduct management fees from their accounts directly must authorize PCM to do so in writing. Minimum Account Size. PCM’s minimum account size for a separately managed Value Focus Strategy or Value Equity Strategy portfolio is $1 million. PCM reserves the right to negotiate its

minimum account size. PCM evaluates minimum asset levels for wealth advisory accounts on an account specific basis. Mutual Fund Management Fees The management fees that PCM receives for advising the PCM Value Fund are described in the fund’s prospectus, which is available upon request or by visiting our website www.privatecap.com. Private Fund Management Fees PCM manages seven private investment funds – the EVF, the Collier Fund, Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator, Harmonic Hedged Partners and Harmonic Opportunity Partners. The fees that PCM receives for advising its private funds are set forth in full in each fund’s confidential Private Placement Memorandum (“PPM”). EVF and Collier Fund Management Fees. The fee structures for the EVF and the Collier Fund include both a management fee and an incentive allocation based on fund performance. In addition, EVF and Collier Fund investors are entitled to “high-water mark” protection. This means that PCM calculates its incentive allocation against a high-water mark established by prior fund gains. As a result, investors are not subject to an incentive allocation on investment gains until they have been made whole for any prior losses they suffered on their fund investment. The EVF charges a base management fee of 1% per annum and a performance allocation of 20% of fund gains (realized and unrealized) above the high-water mark. The Collier Fund charges a base management fee of 1.5% per annum and a performance allocation of 10% of fund gains (realized and unrealized) above the high-water mark. As a result of their management fee and incentive allocation structures, under most circumstances EVF and Collier Fund investors pay higher fees than PCM separate account or PCM Value Fund clients (which do not have high-water mark protections). PCM separate account strategies have higher investment minimums than the EVF and the Collier Fund. Eligible prospective investors and current investors should refer to the relevant PPM for fund-specific information about the calculation of fees and incentive allocations. Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator and Harmonic Hedged Partners Management Fees. Investors in Harmonic Fund I, Harmonic Equity Income Plus, and Harmonic Navigator pay an asset-based management fee of 1% per annum. Harmonic Hedged Partners investors may elect to pay either an asset-based fee of 1% per annum or (if eligible) a variable fee comprising a base management fee of 0.50% (50 basis points) per annum along with a performance fee equal to 20% of the amount by which the calendar year return from all sources exceeds 5%. Harmonic Real Assets Fund investors may elect to pay either an asset-based fee of 1% per annum or (if eligible) a variable fee comprising a base management fee of 0.60% (60 basis points) per annum along with a performance fee equal to 20% of the amount by which the calendar year return from all sources exceeds 7%. Management fees are charged monthly in arrears based on the fair market value of fund assets (including cash, accruals and dividends). Harmonic Opportunity Partners. The fee structure for Harmonic Opportunity Partners includes both a management fee and an incentive fee based on fund performance. The fund charges a base

management fee of 1.25% per annum and a performance fee that is equal to 10% of the amount by which the calendar year return from all sources exceeds 8%. The management fee is charged monthly in arrears based on the fair market value of fund assets (including cash, accruals and dividends). Other Fees and Expenses Clients typically pay other expenses in addition to the management fees paid to PCM. For instance, clients typically pay costs related to brokerage transactions and custody services that may be charged on a per transaction basis or as a flat fee. With respect to separate account clients, examples of fees charged by (and paid directly to) third parties may include, but are not limited to, commissions; transaction fees; exchange fees; SEC fees; consultant fees; administrative fees; transfer taxes; as well as wire and electronic fund processing fees. When requested by a value equity separate account client, PCM may invest client separate account assets in ETFs, third-party managed mutual funds or PCM’s mutual fund (the PCM Value Fund). Each ETF or third-party managed mutual fund pays an advisory fee to its investment adviser that is separate and distinct from the management fee the client pays to PCM on the value of the ETF or mutual fund holdings in their account. As a result, PCM value equity strategy clients pay two levels of fees for third-party managed ETFs or mutual funds held in their value equity accounts. However, in the event a separate account client directs a portion of their account assets to be invested in the PCM Value Fund, PCM deducts the assets held in the PCM Value Fund from the account value when computing its management fee. Thus, the client would not pay two levels of fees on those assets. See Item 8 – Other Investment Strategies – Third-Party Exchange-Traded Funds and Mutual Funds. Fee-Based Compensation Arrangements PCM maintains a salary plus fee-based bonus compensation arrangement with one PCM client services officer. Fee-based or commission compensation arrangements can give rise to a potential conflict of interest in providing an incentive for recommending higher fee strategies to clients. PCM addresses this potential conflict through compliance oversight, maintaining a relatively narrow variance in fee ranges between its equity strategy separate account offerings and the PCM Value Fund, and by including a significant portion of this structured compensation arrangement as base salary.

Value Equity Investment Strategies PCM’s value equity investment discipline is founded on a core belief that the function of any business is to generate value for its owners over the long term. PCM applies a fundamental value, research driven investment approach with the goal of identifying companies that are out of favor, underappreciated or misunderstood, and thereby trade at a significant discount to our estimation of long-term intrinsic value. PCM values companies using a variety of measures, including an estimate of a company’s capacity to generate discretionary cash flow over time and the long-term value of its assets. PCM defines discretionary cash flow as cash flow from operations in excess of required capital expenditures. PCM believes that discretionary cash flow is a superior gauge of a company’s long-term capacity to grow and improve its operations and return value to shareholders. Discretionary cash flow can be used by companies to increase shareholder value through repurchasing stock, paying down debt, paying dividends to shareholders, or making strategic acquisitions. PCM uses a multi-step research approach that often begins with the identification of a potential investment opportunity through proprietary screening and analysis, as well as through industry contacts and our in-depth knowledge of various industries. Once a potential investment opportunity is identified, PCM performs rigorous financial analysis focused on valuing the company’s business operations and assets over an identifiable investment horizon. This analysis normally encompasses SEC filings made by the company as well as information available through third-party data providers, industry contacts, and other sources. PCM undertakes an in-depth qualitative assessment of potential investments, including management quality, governance, competitive position, operating environment, and corporate culture. PCM looks for companies that have entrenched market positions or sustainable competitive advantages, competent management whose interests are aligned with creating longterm shareholder value, corporate cultures that are consistent with good governance and appropriately responsive to shareholders (the company’s ultimate owners), and the ability to compete effectively and succeed under various industry and broader economic scenarios. Where our investment team identifies shortcomings or potential risks in these or other aspects of the company, it will seek to analyze and account for them relative to the overall attractiveness of the opportunity, understanding that risk or uncertainty in one or more of these areas may be a central contributor to a compelling valuation. PCM continually re-evaluates companies in which it has invested and will scale back or exit a position as a company’s market price approaches our price target or when a change in a fundamental aspect of the company or its operating environment materially affects our investment view. PCM often will continue to hold, or add to, positions with declining share prices so long as the factors driving the price decline do not result in a negative revision to our overall investment assessment of the company or the investment’s risk/return profile remains compelling.

While PCM traditionally invests in smaller capitalization companies, we may invest in companies of any market capitalization. We typically assume an investment horizon of three to five years. However, PCM may sell securities in discretionary equity strategy accounts at any time prior to or after such securities become eligible for long-term capital gain tax treatment. See Item 16 – Investment Discretion. An evaluation of risk of loss is the primary factor PCM considers when determining whether a security should be sold rather than held to obtain increased tax efficiency. Wealth Advisory Accounts PCM offers wealth advisory services under the trade name Private Capital Wealth. Unlike PCM value equity and Harmonic fund investment strategies, wealth advisory client accounts are substantially individualized based on the individual client’s long-term investment goals and tolerance for market risk. Wealth advisory accounts are managed by PCM investment professionals who are not members of PCM’s value equity investment team. In connection with its oversight of wealth advisory accounts PCM frequently advises multiple generations of a larger family relationship. PCM seeks to work closely with a client’s preexisting legal, accounting, trust and family office advisors. PCM allocates – or recommends the allocation of – client wealth advisory assets based on the premise that a combination of active and passive investment strategies deployed across multiple asset classes is an appropriate approach for many investors in pursuing their long-term investment goals. PCM’s allocation preference generally favors third-party managed passive investment vehicles with respect to broad market fixed income and equity exposures, larger capitalization stocks, and international markets. Conversely, PCM generally favors active investment strategies with respect to alternative investments, smaller capitalization stocks and targeted fixed income exposures. Accordingly, PCM wealth advisory accounts generally comprise a mix of active and passive, third-party and PCM managed investment strategies. PCM often accepts oversight of preexisting positions that a client transfers to their PCM wealth advisory account. These securities positions frequently comprise a significant amount of embedded unrealized gain. PCM generally views contributed stock and fixed income positions as components of the client’s passive account allocations. PCM may agree to write covered calls on a client’s highly appreciated stocks as a means of generating income for the client without realizing capital gains embedded in the positions. Based on client preferences or in the case of larger wealth advisory relationships, PCM may recommend a selective mix of individual large company stocks in conjunction with passive large-cap focused ETFs or mutual funds. Harmonic Funds Investment Strategies Harmonic Fund I. Harmonic Fund I is a hybrid investment vehicle that combines three primary strategy allocations – (i) a large-cap equity income allocation utilizing covered calls; (ii) a smallcap value equity allocation, and (iii) a defensively focused equity options strategy utilizing multileg options, currently allocated to Harmonic Navigator. The fund also engages in complementary trades focused on efficiently managing fund liquidity, furthering the fund’s overall investment program, and increasing the fund’s tax efficiency for long-term investors. Harmonic Fund I assets allocated to Harmonic Navigator are not included in the computation of Harmonic Fund I’s management fee. As a result, Harmonic Fund I investors do not pay two levels of fee with respect

to the fund’s Harmonic Navigator investment. Harmonic Fund I’s complementary trades may focus on shorter duration strategies and encompass a wide variety of instruments, publicly traded options, securities or debt, U.S. Treasuries, or privately placed investment vehicles as more fully described in the fund’s PPM. Harmonic Equity Income Plus. The fund employs an equity income strategy in pursuit of its primary investment goals of long-term capital appreciation over market cycles, income generation, and reduced volatility as compared to broader equity markets. The fund primarily invests in dividend paying equities (including individual company stocks, ETFs and mutual funds), covered call writing strategies, individual equity and index options and U.S. Treasury securities. Harmonic Investors Real Assets Fund. The fund pursues a total return strategy focused on generating income and capital appreciation. The fund’s investment strategy primarily combines a concentrated portfolio of real estate / self-storage focused dividend paying stocks with equity related options (including both covered call and option only based strategies). Harmonic Navigator. Harmonic Navigator is focused on generating positive absolute rates of return while pursuing a conservative, hedged equity options strategy with a reduced volatility profile. The fund implements its investment strategy through the use of option trades on publicly traded equity securities, with the maximum potential risk of loss of capital being capped through the purchase of an out-of-the-money option. The fund may also invest in equity positions paired with covered call options and long put options of staggered durations. The risk of loss being accepted by the fund pursuant to each of these trading strategies is quantified at all times from the point when the trade is first implemented. The fund may also make special/situational investments consistent with the fund’s risk profile as a way of increasing and diversifying fund returns. Currently, PCM has also made this strategy available (indirectly) through Harmonic Fund I, which has allocated a portion of its assets to Harmonic Navigator. Harmonic Hedged Partners. Harmonic Hedged Partners primarily employs a hedged options strategy focused on generating attractive risk-adjusted rates of return over full market cycles while maintaining a volatility profile akin to (or lower than) equity hedge funds. The fund implements its investment strategy through the use of option trades on publicly traded equity securities, with the maximum potential risk of loss of capital being capped through the purchase of an out-of-themoney option. Accordingly, the risk of loss being accepted by the fund on each position is quantified at all times from the point when the option trade is established. The fund may also make special/situational investments consistent with the fund’s risk profile as a way of increasing and diversifying fund returns. Harmonic Opportunity Partners. Harmonic Opportunity Partners seeks long-term capital appreciation over business cycles through a concentrated equity portfolio targeted at not more than 15 primary holdings. The fund pursues its high conviction strategy based on PCM’s fundamentals driven, long-term focused equity investment discipline. As a result of the concentrated nature of the fund’s portfolio, Harmonic Opportunity Partners is anticipated to experience greater volatility of returns than other PCM equity strategies. In addition, Harmonic Opportunity Partners may engage in transactions intended to profit from share price declines in publicly traded securities,

which are generally targeted (in aggregate) not to exceed 20% of the fund’s assets on a mark-tomarket basis. Harmonic Opportunity Partners is managed by PCM’s value equity investment team. Other Investment Strategies Short-Term or Options Based Trading Strategies. PCM discretionary equity strategy accounts and pooled investment vehicles may periodically engage in equity option trades with the goal of realizing additional income or investment returns or acquiring securities at advantageous prices. Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator and Harmonic Hedged Partners consistently utilize options-based trading strategies. Corporate Debt. Though not a core element of its value equity and Harmonic fund investment strategies, PCM may opportunistically invest client assets in corporate debt securities (bonds) where PCM views the anticipated yield and risk profile of the debt security as complementary to PCM’s equity-focused or Harmonic fund investment strategies. Corporate debt securities in which PCM invests may be unrated or may be rated below investment grade. A lower rated debt security is one that has been judged by an independent ratings agency (such as Standard & Poor’s or Moody’s) as having significant risk of default. Corporate debt is frequently transacted in 100 bond lots. Depending on the particular bond in question, including its liquidity and the expected difficulty/cost associated with the purchase of odd lot amounts, client accounts that would receive a trade allocation of less than 100 bonds may not be included. PCM wealth advisory client accounts routinely maintain a corporate debt allocation, most frequently through investments in third-party managed ETFs or mutual funds. Third-Party Exchange-Traded Funds and Mutual Funds. PCM wealth advisory client accounts invest primarily or significantly in ETFs and mutual funds. PCM discretionary equity strategy clients occasionally may request information regarding the inclusion of ETFs or mutual funds in their accounts as a mechanism for creating additional market exposure, enhancing overall diversification, or as a cash management option. In such cases, PCM employees discuss available market options with the client. In addition to third-party managed ETFs or mutual funds, we may also discuss PCM managed options such as the PCM Value Fund, Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator, Harmonic Hedged Partners or Harmonic Opportunity Partners. PCM generally does not diligence, monitor or recommend third-party ETFs or mutual funds other than those maintained as recommended options for the firm’s wealth advisory clients. Each third-party ETF or mutual fund pays an advisory fee to its investment adviser that is separate and distinct from the management fee the client pays PCM. As a result, clients utilizing thirdparty ETFs or mutual funds pay two levels of fees on those assets. However, in the event a client directs a portion of their account assets to be invested in the PCM Value Fund, Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator, Harmonic Hedged Partners or Harmonic Opportunity Partners, PCM would deduct the assets from the client’s account value when computing its management fee. Thus, the client would not pay two levels of fees on those assets.

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Types of Clients PCM has historically focused on providing discretionary investment management services to individual and institutional investors through separately managed portfolios. In addition to managing Value Focus Strategy, Value Equity Strategy and wealth advisory separate accounts, PCM also serves as: • Investment adviser to the Private Capital Management Value Fund (“PCM Value Fund”), a registered open-end investment company. • Investment adviser to two value equity focused private funds – the EVF, a Delaware limited partnership, and the Collier Fund, a Florida limited partnership. The general partners of the EVF and the Collier Fund are, respectively, PCM Entrepreneurial GP, LLC, and PCM Collier GP, LLC, each of which is an affiliate and a SPV of PCM. See Item 4 — Special Purpose Vehicles. • Through Harmonic Managing Member, PCM advises Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator, Harmonic Hedged Partners and Harmonic Opportunity Partners. Harmonic Managing Member is a wholly owned and controlled SPV of PCM. See Item 4 — Special Purpose Vehicles. PCM also acts as an investment sub-adviser to Harmonic Fund I with respect to its concentrated value equity strategy allocation. Each of the pooled vehicles listed above is subject to investment mandates, restrictions, investment minimums and regulatory requirements that may differ from those applicable to a separate account for an individual investor. In the event a client maintains a PCM Value Fund or private fund investment that meets a separate account minimum, they may elect to open a separate account. Any such transition should be considered in light of an investor’s individual circumstances as it may, among other things, result in the accelerated realization of capital gains on their pooled vehicle investment. Account Initiation Procedures PCM seeks to commence management of a new account as soon as practicable following its funding and PCM’s review of all required account documentation (including a fully completed and signed portfolio management agreement), investment guidelines, and confirmation from the client’s custodian that the assets are available for investment. The time required to complete these steps may vary depending on the efficiency of the parties involved in the process and the completeness and accuracy of the documents received. Consistent with its value-based investment approach, PCM aims to complete the initial invest-up process for Value Focus Strategy accounts over a 90 – 120 day period as investment opportunities are identified. Value Equity Strategy

accounts may be subject to a longer invest-up period depending upon market conditions and other factors.

Side-by-Side Management of Client Accounts PCM manages accounts and provides discretionary investment management services for several hundred clients. PCM discretionary client accounts vary with respect to (i) strategy; (ii) size; (iii) the frequency and amount of contributions and withdrawals; (iv) investment guidelines and restrictions; (v) risk tolerance; (vi) whether the account is part of a group of related accounts; and (vii) fee structures, including Value Focus Strategy accounts and PCM private funds that have a performance fee or incentive allocation component. Potential conflicts of interest exist in the “side-by-side” trading and management of accounts that (a) are subject to different fee structures (including performance fees or incentive allocations); (b) are a part of larger relationships (PCM

could potentially receive larger fees); or (c) make up a disproportionate percentage of PCM’s revenue (including PCM private funds that have a higher base management fee or an incentivebased fee structure and Value Focus Strategy accounts that pay a performance fee). While PCM could have an incentive to direct its best investment ideas to larger or more profitable accounts, PCM has adopted and implemented trade allocation policies and procedures that it believes are reasonably designed to ensure that all clients are treated fairly. See Item 12 – Allocation of Investment Opportunities Among Clients. Subject to PCM’s obligations to deal fairly with all clients, PCM may give advice and take actions with respect to one client or strategy that differ (from a timing or investment allocation perspective or otherwise) from actions taken for other clients or strategies. In addition, wealth advisory client accounts and the pooled investment vehicles advised by PCM (e.g., the private funds and the PCM Value Fund) have asset flow patterns, expected holding periods and investment mandates that may differ from those applicable to value equity separate accounts. As a result, some PCM funds or client accounts (i) utilize more short-term strategies; (ii) trade more frequently than other PCM accounts; (iii) utilize derivative securities (options) or hedging techniques related to securities that also are held in other PCM accounts; (iv) invest in alternative areas of the capital structure (e.g. corporate debt) of companies in which PCM clients may already own common stock; (v) participate in allocations to new positions that, in the view of PCM’s Portfolio Managers, are not yet appropriate for inclusion across all client accounts; or (vi) maintain more concentrated portfolios than those held by other PCM clients. After an initial invest up period (targeted at 90 – 120 days subject to market conditions), Value Focus Strategy accounts generally trade as a group. However, individual account holdings may vary based on inception date, the timing of subsequent contributions and withdrawals, and other account-specific factors. PCM does not utilize a strict trading group or model portfolio approach for its Value Equity Strategy and wealth advisory client accounts and individual accounts may hold securities that are not held broadly across all client accounts. However, to the extent permitted by prevailing market conditions and specific account guidelines/restrictions, PCM looks for opportunities to allocate core portfolio holdings broadly across eligible client accounts. Holdings and performance dispersion is a natural feature of PCM’s Value Equity Strategy and wealth advisory account management as a result of multiple factors including (i) market conditions and opportunities at the time an account is funded or has assets available for investment; (ii) the timing of client contributions and withdrawals; and (iii) client guidelines and account restrictions. PCM Employee Participation in PCM Managed Funds PCM Partners are encouraged to invest in the PCM Value Fund, a registered open-end mutual fund managed by PCM. All PCM Partners own shares of the PCM Value Fund. PCM Partners are also investors in PCM private funds. In the event a PCM employee becomes an investor in a PCM private fund, such employee will be subject to the same fee, redemption, lock-up and other generally applicable fund provisions as other fund investors (subject to any superseding regulatory requirements, such as ERISA). Nevertheless, the participation of PCM employees in a PCM affiliated fund gives rise to potential conflicts of interest in that PCM could be motivated to favor a fund in which its employees are investors. PCM sees any potential conflict as being mitigated

by the positive alignment that results from PCM employees investing side by side with PCM clients as well as by safeguards imposed by PCM’s Code of Ethics, various allocation and trading policies, and compliance policies and procedures.

Affiliated Entities – Carnes Capital Corporation Carnes Capital Corporation (“Carnes”), a registered broker-dealer, is an affiliate of PCM and is owned by Pelican Bay Holdings, LLC, PCM Holdings’ general partner. Carnes is an introducing broker and clears its trades through National Financial Services (“NFS”), an institutional clearing broker affiliate of Fidelity. PCM and Carnes have certain overlapping officers and employees and share office space and certain expenses. Most of PCM’s client-facing, trading, and operations staff are also registered representatives of Carnes. PCM clients can direct trade execution for their accounts through Carnes. Carnes’ standard commission rate for individual stock trades is $0.05 per share with a minimum per trade charge of $30.00. For option trades, Carnes’ standard commission rate is $5.00 per contract. Carnes’ standard commission rate for ETF and mutual fund trades for wealth advisory accounts is $20.00 per trade. Carnes does not charge a commission when option contracts are exercised or when they expire. Clients may be able to negotiate more favorable commission rates or minimum per trade charge with Carnes. Carnes’ commission rate may be higher than the commission rate a client could obtain through other broker-dealers. PCM wealth advisory client accounts generally have lower annual portfolio turnover rates than PCM value equity client accounts. On occasion, PCM may be contacted by underwriters (or selling group members) who represent companies seeking to solicit or aggregate investors for initial offerings or secondary offerings of equity securities that may meet PCM’s investment criteria. PCM’s client-directed brokerage/custodian model creates significant complexity in facilitating the broad allocation and delivery of shares obtained through any such offering to its clients, especially since notice of such opportunities usually presents itself 24 to 48 hours before a commitment is required. As a result, clients who trade through brokers other than Carnes would typically be excluded from an allocation of these shares. In addition, some third-party brokers may not be able to accommodate investments by their clients in the PCM Value Fund or PCM private funds. PCM periodically employs options trades with the goal of realizing additional income or investment returns, or to acquire securities at advantageous prices. Implementing such transactions at brokers other than Carnes can present significant complexity and in some cases may not be possible. Accordingly, PCM clients who elect to trade their accounts through brokers other than Carnes are likely to be limited in their ability to participate in options trades or excluded from such trades entirely. On a case-by-case basis, Carnes may (as an administrative matter) offer to file certain class action claim forms electronically on behalf of PCM clients that have directed their accounts to trade

through Carnes. Clients who agree to have Carnes make particular filings on their behalf should be aware of the important information and considerations set forth in the attached Client Brochure under the heading Participation in Corporate and Other Legal Actions. The fact that Carnes, an affiliate of PCM, executes trades for PCM clients raises potential conflicts of interest. Carnes receives commission-based compensation on trades for PCM clients that are executed by Carnes. This could motivate PCM to trade more frequently for Carnes clients or to recommend trades solely for Carnes clients because it would indirectly benefit from additional compensation received by Carnes. This conflict is mitigated by a number of factors, including PCM’s long-term investment horizon (historically resulting in low portfolio turnover), PCM’s trade allocation policies, and monitoring by PCM trading and compliance personnel. PCM value equity clients who have directed their accounts to trade through Carnes may discontinue trading through Carnes and designate a new executing broker at any time upon written notice. Affiliated Entities – PCM Entrepreneurial GP, LLC; PCM Collier GP, LLC; and Harmonic Investors Managing Member LLC PCM Entrepreneurial GP, LLC, and PCM Collier GP, LLC (collectively the “Fund GP Affiliates”), are wholly owned subsidiaries of PCM that, respectively, serve as the general partners of the EVF and the Collier Fund. Each of the Fund GP Affiliates is a SPV of PCM. The Fund GP Affiliates have overlapping officers and employees and share office space with PCM. The Fund GP Affiliates are directly controlled by PCM and are subject to PCM’s operating and compliance policies and procedures, as well as PCM’s Code of Ethics. Harmonic Managing Member is a wholly owned and controlled subsidiary of PCM through which PCM advises Harmonic Fund I, Harmonic Equity Income Plus, Harmonic Real Assets Fund, Harmonic Navigator, Harmonic Hedged Partners and Harmonic Opportunity Partners. Harmonic Managing Member is a SPV of PCM. Harmonic Managing Member’s operations are overseen by Partners who are senior operating officers of PCM. Harmonic Managing Member has also retained PCM to provide certain administrative, client servicing, compliance and support functions to Harmonic Managing Member and the Harmonic private funds. Harmonic Managing Member shares office space with PCM and is subject to PCM’s operating and compliance policies and procedures, as well as PCM’s Code of Ethics. Activities – Conducting Business as Private Capital Wealth PCM offers wealth advisory services to clients under the trade name Private Capital Wealth. The activities of Private Capital Wealth are overseen by PCM senior employees and Partners. Members of PCM’s equity investment team do not participate in the management of or oversee the operation of PCM wealth advisory client accounts. PCM wealth advisory clients elect whether PCM will manage their account(s) on a discretionary or non-discretionary basis. Most PCM wealth advisory client accounts trade through Carnes, PCM’s affiliated broker-dealer.

Employee Trading Code of Ethics PCM has adopted a Code of Ethics (the “Code”) that describes its standards for business conduct. The Code addresses, among other things: (i) treatment of confidential information; (ii) disclosure of conflicts or potential conflicts; (iii) prohibition on insider trading; (iv) restrictions on the acceptance and providing of gifts and entertainment; (v) personal securities trading policies; and (vi) employee obligations to report Code violations to PCM’s management. A copy of PCM’s Code of Ethics is posted on PCM’s website at www.private-cap.com and will be made available to any PCM client upon request. Participation or Interest in Client Transactions Other than making investments in its private funds, PCM generally does not purchase or sell securities for its own account. In the event PCM decides to hold a proprietary position for investment purposes (as opposed to positions held for cash or balance sheet management purposes or as operating reserves), the position will be subject to the same restrictions as those governing trades by PCM employees. In the event a position is moved from a client account to a PCM error account in connection with the resolution of a trading or other error, the position generally will not be subject to the employee trading restriction that precludes trades in the opposite direction of trades for PCM clients within a five-trading-day period. Error account trades are monitored and reviewed by PCM’s Compliance Committee. In the event NFS (the primary custodian for Carnes client accounts) is authorized by PCM to lend out shares held by a private fund, both the fund and Carnes will receive a payment from NFS with respect to the securities lending transaction. PCM has generally authorized such transactions with respect to its private funds. PCM and its affiliates that serve as general partner or managing member to PCM private funds periodically maintain investments in the funds they oversee. In addition, a number of PCM Partners are investors in PCM’s private funds. As a result, PCM could face a conflict of interest with respect to the trading and allocation of investment opportunities to its private funds. PCM has adopted allocation and trading procedures intended to mitigate this potential conflict. See Item 11 – Employee Trading Policies; Item 12 – Allocation of Investment Opportunities Among Clients. Employee Trading Policies PCM employees are permitted to purchase and sell securities (and related securities such as options or fixed income securities) that are also held in client accounts or may be suitable for inclusion in client accounts. Personal securities transactions can give rise to conflicts of interest with PCM’s management of client accounts. As a result, PCM has adopted policies and procedures that have been designed to address these potential conflicts while not discouraging employees from investing alongside PCM clients.

Employee transactions in securities being purchased or sold by PCM for its Value Equity clients pursuant to PCM’s discretionary authority are generally allowed in the same direction as PCM Value Equity client orders during the same trading day. However, an employee may not receive an execution price that is more favorable than the worst execution price obtained by a PCM Value Equity client that trades through Carnes pursuant to a PCM discretionary order. An employee trade will not be viewed as violating PCM’s execution price policy in the case where a preexisting employee limit order executed through Carnes receives a better execution price than a PCM client trade executed by a broker other than Carnes. Any such employee trade would be averaged with applicable client trades through Carnes if the price averaging would improve the overall execution price received by participating PCM clients. Client-directed transactions, including directives to raise cash or tax-loss sales or repurchases, will not be considered PCM discretionary orders even when PCM determines the timing of or the securities to be included in the order. Wealth advisory clients and Harmonic fund strategies purchase, hold and sell securities based on individual account/strategy parameters, goals and risk objectives. At any given time PCM does not maintain a single view regarding the appropriateness of the purchase or sale of a particular security across wealth advisory accounts as a group or across the various Harmonic fund strategies. Accordingly, PCM employee trading restrictions regarding least favorable price and direction do not apply to securities that are not held as a part of PCM’s Value Focus and Value Equity strategies. However, a PCM employee who holds discretionary trading authority over a particular wealth advisory account or Harmonic fund strategy cannot receive a more favorable price than the worst execution price obtained for an applicable wealth advisory account or Harmonic fund strategy on the same trading day pursuant to a PCM discretionary order. Pre-cleared option trades by employees in securities held by PCM clients are permitted and will not be in violation of employee trading policies as a result of passive execution. Employees are restricted from executing a short sale or a single-direction options strategy that would allow an employee to profit from a market decline ‒ such as purchasing a naked put ‒ in a security that has been purchased by PCM and is still held in a client account under PCM’s investment discretion. Synthetic sales or purchases that are same-direction with client account orders or multi-leg option or hedged trades are evaluated on a case-by-case basis. The closing out of an option trade (or series of trades) or the sale of shares received upon exercise of an option will not be considered opposite direction with respect to client accounts that hold (or may recently have purchased) shares of the same issuer. Employees also are restricted from trading in the opposite direction of a discretionary PCM client order within a five-trading-day period. PCM may grant relief from the five-day opposite-direction restriction on a case-by-case basis, including gifting or tax related transactions and instances where the opposite-direction employee trade was initiated prior to the PCM order. PCM and its employees may invest in pooled vehicles for which PCM or its affiliates serve as adviser, sub-adviser, managing member or general partner, including PCM private funds and the PCM Value Fund. Investments made by PCM or its employees in any of these pooled vehicles are not subject to the same personal trading restrictions that are applicable to employee trading activity in individual securities. For example, PCM employee contributions to or redemptions out of the PCM Value Fund or PCM private funds will not be considered opposite-direction trades. However, PCM employees who choose to invest in the PCM Value Fund are subject to a minimum

holding period. PCM employees who invest in PCM private funds do so subject to the same fee, redemption, lock-up and similar generally applicable fund provisions as other fund investors (subject to any superseding regulatory requirements, such as ERISA). Additionally, employees who invest in pooled vehicles PCM manages may periodically be restricted from investing or redeeming their interests for various reasons.

Brokerage Discretion for Value Equity Separate Account Clients PCM requires its value equity separate account clients to select their own broker and custodian for the assets in their PCM accounts. This client-directed broker model is different from advisers who typically decide where trades should be executed on behalf of their clients. Under this directed broker model PCM does not have authority to negotiate commission rates for clients or to make determinations about the quality or pricing of brokerage services offered to clients. Any discounted commission rate available to a client will be dependent on the client’s ability to negotiate such discount with their broker. Each client should understand that by directing PCM to execute trades through a particular broker, a client may not (i) receive the most favorable execution available; (ii) participate in aggregated trades; and (iii) participate in all investment opportunities. For example, many brokers that offer limited client support services offer commission rates that are lower than those offered by full service brokers. In addition, some brokers may not allow options strategies. This would restrict an account that trades through such broker from participating in option trades in which other PCM client accounts participate. In selecting an executing broker, clients are encouraged to consider that, among other things: • Brokerage arrangements other than those directed by the client may exist that would provide the client more favorable execution or additional brokerage related services. • Other than in connection with its monitoring of trade execution data for client transactions, PCM is not in a position to determine or assess the extent or value of services provided to clients by their respective executing brokers (PCM generally lacks access to the information required to make such a determination). • The technological capabilities and staffing limitations of a client’s executing broker (e.g., a broker’s inability to receive orders electronically or telephonically) may affect PCM’s ability to relay trading instructions to such broker as efficiently as it is able to relay instructions to other brokers that have dedicated institutional trading desks or web-based platforms. Clients should periodically review the terms of their brokerage arrangements to ensure that they are appropriate in light of their own circumstances and that they remain competitive in the market in relation to the services offered. Clients also should consider whether they would like a broker that offers additional services such as investment manager due diligence and selection, asset allocation advice, general financial or estate planning, or tax advice. Clients also should be aware

that there are certain discount brokerage options available that may cost less than traditional brokers but may offer less robust or primarily automated service options. Unlike its position with respect to its separate account clients, PCM does direct brokerage for the private funds for which it serves as general partner or managing member, as well as for the PCM Value Fund. Trades for these accounts are directed and executed through Carnes at a negotiated fee structure that is lower than Carnes’ standard commission rate. In pursuing their investment programs, Harmonic Navigator and Harmonic Hedged Partners are required to implement a high volume of shorter-term options transactions. In light of these funds’ requisite trading patterns, PCM has determined that a per-trade commission schedule is neither feasible nor in the best interest of the funds and their investors. As a result, PCM has negotiated flat fee commission arrangements for these funds with Carnes, which are expected to result in overall commission charges that are fair and equitable to fund investors. Nevertheless, it is expected that in most periods, Harmonic Navigator and Harmonic Hedged Partners investors will bear larger trading costs (on a percentage of fund assets basis) than are borne by investors in PCM’s lower turnover investment strategies. Aggregation of Client Orders Subject to timing, order criteria and broker limitations, it is PCM’s preference to aggregate orders for clients that trade through the same broker or trading desk. Each client participating in an aggregated order will receive the average share price for the transaction and share in aggregate transaction costs (other than commissions). Orders placed at different times, client-directed transactions, and orders with different price or other criteria are typically not aggregated. Allocation of Investment Opportunities Among Clients PCM’s allocation of investments between its Value Focus Strategy and Value Equity Strategy will vary based on the Portfolio Manager’s view of each strategy’s unique objectives and market positioning. In addition, Value Focus Strategy accounts generally purchase and sell securities as a trading group, whereas allocations to Value Equity Strategy accounts tend to exhibit more variance as a result of individual account characteristics and periodic individual account reviews. PCM generally prioritizes client accounts for inclusion in applicable general allocations (orders involving a group of clients where the instructions are not made on a client-specific basis) primarily on the basis of an account’s percentage of investable cash (expressed as a percentage of account assets) or percentage of gross exposure (also expressed as a percentage of account assets). In certain instances, such as cost averaging transactions (where PCM would like to purchase additional shares for clients who have already purchased a particular security), PCM also may consider a client’s cost basis. Investable cash is defined as the amount of cash in a client’s account that is available for investment by PCM. Investable cash would not include account cash that a client has restricted PCM from investing. Gross exposure is defined as the dollar value of an investment divided by the total assets in the account. Client accounts that hold the PCM Value Fund, ETFs or similar investments directed by the client to facilitate accelerated market exposure will have the market value of such holdings counted as cash for both order inclusion and ranking purposes.

The use of investable cash and gross exposure to determine allocations does not imply that accounts included in a particular allocation will always receive executions in rank order. Within a general allocation PCM traders will opportunistically use various trading techniques in an attempt to obtain overall execution and price efficiency for all PCM clients involved in the allocation. These techniques include, among others, (i) aggregating orders for clients that trade through the same executing broker (or trading desk) and (ii) sequencing and pacing orders to obtain execution efficiency and to mitigate the possibility of orders for PCM clients impacting the market price of the security. PCM also frequently uses limit orders to reduce the variance in execution price across accounts that trade through different brokers. In the case of market movements in the price of the security being purchased or sold, the use of these trading techniques can have the unintended consequence of advantaging or disadvantaging certain clients. For example, in the event purchases are made in a rising market or sales are made in a falling market over multiple days or weeks, those clients whose trades are executed towards the end of an allocation may receive a worse execution price than those clients who had their trades executed earlier. Because Value Focus Strategy accounts hold a limited number of securities and generally trade as a group, dispersion among mature accounts with respect to cash levels and security weightings is frequently modest. In such cases, in applying its allocation guidelines to the Value Focus trading group, PCM may place a premium on allocating available shares across accounts rather than more closely adhering to cash or weightings based rankings. In addition, Value Focus Strategy accounts may purchase or sell volume constrained securities ahead of other accounts that hold similar security or cash weightings in order to maintain their concentrated investment and trading group mandate. Such orders are generally discussed with and approved in advance by PCM Compliance personnel to ensure that PCM allocation procedures are applied to all PCM clients in a fair and equitable manner over time. PCM normally would not use investable cash or gross exposure to determine allocations in the following types of transactions: (i) client-directed orders and transactions based upon individual management of client portfolios; (ii) transactions to raise (or maintain) client-directed cash levels in accounts or to comply with investment restrictions; (iii) the sale of securities contributed by clients to fund accounts; and (iv) the initial investment of new accounts or the investment of client contributions to existing accounts. Subject to its obligation to deal fairly with all clients when implementing investment decisions, PCM has no obligation to purchase or sell for a particular client account any security that we may purchase for other clients or that our Partners, officers, affiliates, or employees may purchase for themselves. Research and Soft Dollar Arrangements Many PCM clients have chosen to direct PCM to trade through the same brokers. In some cases, these brokers may offer PCM access to their research platforms. In all such cases, the third-party research PCM receives as a result of the brokerage relationships established by its clients will be used, if at all, for the benefit of PCM clients generally and not specifically for the clients whose brokerage relationships resulted in PCM being provided access to the research. PCM also purchases research from certain third parties and employs an expert network with its own funds. PCM may from time to time direct brokerage for PCM private funds in exchange for third-party research. In such cases the trading costs paid by the private funds would not exceed the preferred rate that those funds pay on trades executed through Carnes.

Agency Cross Transactions Consistent with regulatory requirements, PCM may engage in cross transactions for its clients. Cross trades occur when a security is sold from one account advised by PCM and purchased for another account advised by PCM. These transactions historically have been executed when one client needs to raise cash and sales are required to be executed in securities where volume is limited. In such cases, a cross transaction may be advantageous for both clients. PCM may initiate or continue to execute existing discretionary purchase orders for clients in the same securities that are being sold as a part of client-directed orders to (i) raise cash, (ii) execute tax loss sales, or (iii) completely liquidate a portfolio. In these instances, PCM will stagger trades or use different price limits or trading venues to lessen the possibility of securities being inadvertently purchased and sold between PCM clients who utilize the same broker.

Suggestion of Brokers When requested to do so by a client or prospective client, PCM will provide the names of unaffiliated brokers for the client to consider in designating a broker for their account. PCM makes suggestions on the basis of: (i) the broker’s ability to meet certain objective trade execution and confirmation criteria; (ii) the broker having, in PCM’s view, demonstrated a consistent commitment to providing quality trade execution to PCM clients; and (iii) whether the broker offers the account services sought by the client (e.g., commission recapture or specific levels of client support or services). PCM does not receive compensation or services from unaffiliated brokers in connection with its suggestion of brokers to clients. However, PCM’s list of suggested brokers may include brokers that have referred clients to PCM. PCM also generally informs clients of the option of directing brokerage to its affiliate, Carnes. Conflicts of interest can exist where a separate account client directs PCM to utilize Carnes, a third-party broker that refers clients to PCM, or a broker that is affiliated with a client retained consultant. The potential conflict of interest that arises in the event a client directs PCM to use Carnes is based on the overlapping ownership of PCM and Carnes, as well as their sharing of certain expenses. An increase in aggregate revenues of Carnes indirectly provides the opportunity for increased compensation to PCM employees. The potential conflict of interest in the event a separate account client directs PCM to use a third-party broker that also refers clients to PCM, or a broker that is affiliated with a consultant that recommends clients to PCM, arises out of the fact that PCM may in the future benefit economically from additional client referrals from the broker or consultant. PCM has addressed this potential conflict by (i) not paying undisclosed referral fees or other compensation to third parties with respect to separate accounts and (ii) not having any undisclosed arrangement or understanding with any party regarding the recommendation or suggestion of brokers.

Third-Party Marketers and Sub-Advisory Relationships PCM has periodically used third-party marketers on a limited basis to identify and introduce potential clients to the firm. PCM may engage in other similar arrangements in the future. Any such arrangement utilized by PCM in the future with respect to separate accounts would be disclosed to each potential client who is introduced to the firm as a result. PCM may periodically agree to manage assets through sub-advisory relationships with other registered investment advisers. Depending on the nature of the particular sub-advisory opportunity, PCM may agree to negotiate its management fee.

PCM does not have any material legal, financial, or disciplinary events that require disclosure. PCM is required to disclose any disciplinary event that would be material to a client’s or prospective client’s evaluation of PCM’s services.

Review of Accounts All value equity client accounts are monitored by PCM’s traders and risk management personnel. These monitoring activities focus primarily on identifying outlier accounts in terms of cash position, core holdings and individual security weightings. As actionable account variances are identified, they are brought to the attention of PCM’s value equity investment team. Mature Value Focus Strategy accounts are most frequently reviewed as a group, unless account-specific events (e.g., capital contributions or withdrawals) have resulted in significant individual account variances. PCM also conducts periodic reviews of individual value equity accounts, or groups of accounts, based on varying parameters. For new value equity accounts, PCM will evaluate any securities initially contributed to fund an account. Typically, PCM promptly sells client contributed securities to the extent they are not currently held in PCM portfolios, regardless of the tax consequences. In addition, PCM may sell all or a portion of contributed securities to the extent that such securities are being sold by PCM or are contributed in a weighting that is in excess of the target allocation range for that security. The client will be responsible for any tax liabilities that result from initial funding transactions, as well as transactions executed during the course of PCM’s management of the portfolio. PCM may or may not repurchase securities that are sold or gifted in client-directed transactions. Factors PCM considers when determining whether or not to repurchase include, among others, account cash position and securities weightings, whether the security meets purchase parameters specified by the Portfolio Manager, and whether PCM is otherwise restricted from such purchases (e.g., regulatory holding limits). PCM generally handles routine client requests to raise cash by executing sales based on parameters established or specifically directed by a Portfolio Manager. Contributions, withdrawals, and other client-directed transactions can increase dispersion among a client’s related accounts.

PCM wealth advisory accounts are reviewed as a group periodically with respect to compliance with applicable account-specific allocation guidelines and risk metrics. Accounts also may be reviewed on an individual basis in response to flows or other account/client specific factors. In the event a wealth advisory client contributes securities as a part of funding their account, such securities will be maintained or disposed of in consultation with the client. PCM’s ongoing monitoring activities for wealth advisory client accounts are overseen by PCM investment professionals who are not members of PCM’s value equity strategies investment team. Reporting PCM provides value equity separate account clients with written quarterly reports that include a portfolio commentary, an account appraisal, a performance report, a summary of transactions executed during the period and a summary of realized gains and losses. Wealth advisory clients receive periodic PCM reports as well as account statements from Carnes on monthly or quarterly basis. Statements include account holdings and activity with respect to the relevant period.

Custody Services PCM’s services to separate account clients do not include the selection of custodians or the negotiation of custodial fees. Clients are required to establish their own custodial relationship for their account and are solely responsible for paying custodial fees. Carnes clients may select a custodian other than Carnes’ clearing firm (currently National Financial Services). In the event a client determines to replace its current custodian, they should promptly notify PCM in writing so that PCM can update its records to reflect the change. PCM is not responsible for clients’ participations in any securities lending or other revenue enhancement program through their custodian. Carnes is entitled to certain payments from NFS in connection with securities lending activities by the private funds PCM manages. PCM reconciles its records regarding securities holdings to match those maintained by the account’s custodian. Cash Management PCM expects that clients will authorize and direct their custodians to automatically invest cash holdings in a money market fund chosen by the client or their custodian. The client will incur fees as a money market fund shareholder in addition to PCM’s investment management fees. Other than with respect to Carnes clients that custody their assets with Carnes’ clearing broker, PCM’s services do not generally include the selection or supervision of money market funds or other cash management strategies, ETFs or non-PCM managed fund investments directed by clients. In selecting a money market fund vehicle for Carnes clients, PCM will be limited by the particular daily sweep vehicles that are available through Carnes’ clearing broker. At its discretion, PCM may direct Carnes to purchase T-Bills (or other U.S. government issued or backed securities) in client accounts for cash management purposes when such transactions can be effected for the client on a cost-effective basis. Receipt of Statements from Custodians PCM is required to have a reasonable basis for believing that each of its clients receives copies of their individual custodial account statements on a regular basis. Please contact PCM’s Client Services department or your designated relationship manager immediately if you do not currently receive custodial statements for your PCM account. PCM believes that it is important for clients to routinely compare the statements they receive from their custodian with those they receive directly from PCM.

Investment Discretion PCM manages value equity strategy client portfolios on a discretionary basis, meaning that orders to purchase or sell securities are forwarded to client brokers without prior consultation with the client. Clients have the ability to limit PCM’s discretionary authority as previously discussed in Item 4 — Tailored Advisory Services. Wealth advisory clients may retain investment discretion over their PCM accounts, meaning that PCM does not independently direct transactions in the accounts of these wealth advisory clients. Alternatively, a wealth advisory client may delegate trading discretion over certain aspects of their account(s) to PCM. Any such delegations must be made in writing. Implementation of Client Instructions Account instructions must be provided to PCM in writing by the client or its authorized representative and will be implemented in a reasonable and orderly manner. PCM may at its discretion accept oral instructions, which are generally followed by a confirmatory writing back to the client or its authorized representative. In certain circumstances, including in the event instructions are received by PCM later in a trading day, client instructions may not be executed (or fully executed) on the day received. Client instructions should specify the time frame over which they should be implemented. In the case a client directs a transaction in their account, PCM lacks or retains only limited investment discretion. Client-directed account transactions may include, for example, (i) tax or yield driven transactions, (ii) the use margin, (iii) the purchase of ETFs or mutual funds, (iv) cash raising transactions or (v) liquidations. In the event a client wishes to direct third-party managed ETF or mutual fund purchases in their account, they should carefully review the relevant Prospectus and SAI for important information, including expense and risk disclosure. Contributions in Kind In the event a client transfers securities in kind to their PCM value equity strategy account, PCM has full discretion to sell any or all of such securities at any time. Such sales may result in capital gains to the client. Prior to contributing securities in kind, clients are urged to consult with their tax advisors about the potential consequences of sales of contributed securities. In the event a wealth advisory client contributes securities to their account, such securities will be maintained or disposed of in consultation with or at the direction of the client. Tax, Legal, Accounting and Financial Planning Advice PCM’s services do not include tax, legal, estate planning or accounting advice. Clients should consult their own advisors based on their particular circumstances. PCM recommends that clients consult with their tax, legal, financial planning or accounting advisors in advance regarding the consequences associated with any account transactions they may direct.

Termination Procedures Portfolio management agreements generally may be terminated at any time upon written notice by either party (PCM or the client). In the event of termination, the management fee will be prorated based on the value of the account at the time PCM’s authority to execute trades or oversee the account is withdrawn (subject to adjustment for any significant withdrawals earlier in the quarter). In the event PCM is directed to liquidate an account, PCM will bill the account based on the value of the account following its liquidation. In any event, management fees will continue to accrue until PCM’s authority to manage the account is terminated in writing by an authorized person.

Proxy Voting Clients may assign proxy voting authority over their accounts to PCM. In order to facilitate this authority, clients need to provide written notice to their account custodian. In the event a client assigns proxy voting authority to PCM, it remains the client’s obligation to direct their account custodian to forward applicable proxy materials to PCM so their shares can be voted. PCM will not vote shares unless it receives proxy materials on a timely basis from the custodian. For ERISA clients, PCM will assume that it has been delegated proxy voting authority in the absence of other direction by the client. PCM clients may revoke PCM’s voting authority or participate in securities lending programs without notice to PCM. Summary of PCM’s Proxy Voting Policies and Procedures In exercising its voting authority, PCM generally relies on its own review of proxy materials rather than relying on third-party consultants. PCM’s substantive voting decisions are based on the particular facts and circumstances of each proxy vote and are evaluated by the applicable Portfolio Manager(s) or other PCM personnel. The following general guidelines reflect PCM’s decision making approach with respect to particular issues and may be overridden in any particular case to the extent that PCM deems appropriate. Election of Directors. PCM generally votes in favor of nominees. However, in a contested election, PCM will vote for the nominees on a case-by-case basis. Compensation Programs. PCM generally favors compensation programs that align executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation. Auditors. PCM generally votes in favor of the ratification of auditors, unless in PCM’s view the auditor has a clear conflict of interest or the auditor has failed to render an accurate financial opinion of a company’s financial status. In making a determination regarding the proposed ratification of an independent auditor PCM also may take into account its prior experiences with such auditor in providing audit and other services to PCM portfolio companies. Anti-Takeover Measures. PCM evaluates all proposals to institute or amend shareholder rights plans on a case-by-case basis. PCM will sometimes vote against board-approved proposals to adopt anti-takeover measures.

Capital Structure. The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, PCM votes on a case-by-case basis involving changes to a company’s capitalization. In general, PCM closely scrutinizes proposals relating to the authorization of additional common stock and has a preference for voting in favor of proposals authorizing share repurchase programs. Mergers and Acquisitions. PCM votes on a case-by-case basis with respect to matters relating to acquisitions, mergers, reorganizations and other transactions. PCM examines factors including the economic merits of the transaction, the potential conflicts of interest between management and shareholders, and the impact of the proposed transaction on corporate governance and shareholder rights. Corporate Charter or Bylaws. With respect to board proposals to amend a company’s charter or bylaws, PCM votes on a case-by-case basis. PCM evaluates the stated reasons for the amendment as well as the effects on Shareholder rights. Corporate Governance. SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. In some cases, these proposals are made in furtherance of broader social concerns held by the proposing shareholders. Though PCM reviews all such proposals on a case-by-case basis, it most frequently votes in accordance with the recommendation of the company’s board of directors. PCM generally places particular significance on proposals made by large or long-term shareholders and on proposals relating to governance issues or acquisitions, mergers, reorganizations and other transactions. PCM’s Compliance Department is responsible for overseeing the proxy voting process and ensuring that conflicts of interest do not influence PCM’s proxy voting decisions. Examples of conflicts of interest may include (i) whether PCM manages assets for the company, an employee of the company, or employee group of the company; (ii) whether the investment team member responsible for recommending the proxy vote is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and (iii) whether the investment team member responsible for recommending the proxy vote has a personal interest in the outcome of the matter before shareholders that is different from the general interests of PCM clients. If a material conflict is identified, PCM will take steps to ameliorate the conflict that may include (a) removing the conflicted PCM employee(s) from the voting process, (b) voting shares in accordance with the recommendations of one or more nationally recognized corporate governance advisory firms, (c) seeking voting instructions from a non-interested party, (d) referring the proxy vote or recommendation to the client, or (e) adopting such other method as is deemed appropriate given the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest. Clients may request a copy of PCM’s Proxy Voting Policies and Procedures, as well as reports on how their proxies have been.

Balance Sheet PCM has not attached a balance sheet for its most recent fiscal year as PCM does not require or solicit prepayment of management fees. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients There are no financial conditions likely to impair PCM’s ability to meet contractual commitments to its clients. Bankruptcy Filings PCM is not currently, and has never been, the subject of a bankruptcy petition.

Client Brochure – Additional Information and Operational Policies Client Suitability PCM’s value equity strategies and private fund offerings are not individualized to particular clients or their circumstances. Each PCM client must carefully consider the appropriateness of PCM’s investment offerings in light of their own financial circumstances, investment goals and risk tolerance. Clients are also urged to seek the advice of tax professionals and other relevant professionals as PCM does not offer tax, legal or estate planning advice. PCM makes no representation regarding the likelihood or probability that our investment approaches will in fact achieve their stated goals. Trade Errors In the event of a trade error attributable to PCM, it is PCM’s general policy to place the client in the position they would have been had the error not occurred. When an error is identified prior to settlement, PCM normally will move the trade to its error account. In such cases, the profit or loss resulting from the reversing transactions will be retained by PCM. In the event the error is identified after settlement, PCM generally will seek to move the trade from the account or reimburse the client for any losses arising out of the error by crediting management fees. If a settled trade results in a gain for a client, such gain will remain with the client unless specific instructions to the contrary are received from the client. With respect to errors affecting multiple securities resulting from the same transaction, instruction or account restriction, any gain or loss attributable to PCM will be determined on an aggregate rather than individual security basis. If a purchase or sale order is subject to an execution delay attributable to PCM, the delay will be treated as a trade error to the extent it results in the trade (i) not being executed as a part of the allocation or group of trades of which it was a part or in a reasonable time thereafter and (ii) being executed on terms that are not consistent with the original parameters of the order. Participation in Corporate and Other Legal Actions Unless otherwise directed by a client, PCM provides instructions to custodians regarding tender offers and rights offerings for securities held in client accounts. However, PCM does not provide legal advice to clients and does not determine whether a client should join, opt out of, or otherwise submit a claim with respect to any legal proceedings, including bankruptcies or class actions involving securities held or previously held by the client. PCM generally does not have authority to submit claims or elections on behalf of clients in legal proceedings. On a case-by-case basis, Carnes may (as an administrative matter) offer to file certain class action claim forms electronically on behalf of PCM clients that have directed their accounts to trade through Carnes. Clients who agree to have Carnes make particular filings on their behalf should be aware of the following: • Neither PCM nor Carnes is in a position to make any legal determination on a client’s behalf as to whether it is in their best interest to file a claim. Filing a claim may result in the client providing a general release with respect to known and unknown claims against the subject company. Neither PCM nor Carnes recommend that any client should participate in or opt out of any particular settlement.

• Carnes is only able to file a claim for the shares held in a client’s PCM account. In some instances settlements only permit one claim per claimant, so if a client holds shares at another broker, the client will not be able to recover on those shares if they have Carnes file on their behalf. • By having Carnes submit a claim on their behalf, the client will not be able to challenge the settlement or seek appraisal or other judicial remedies with respect to their shares. • Carnes may not file claims in all circumstances. If a settlement does not permit or accept electronic filings or requires duplicate manual filings, Carnes will not file. Carnes may also at its discretion determine not to file a claim, including in the case of settlements that are monetarily insubstantial or pose administrative complexities. • If a client chooses to have Carnes make filings on their behalf there is no way to reverse the claim submission once it has been made. Undisclosed External Arrangements or Circumstances PCM manages client portfolios and makes recommendations to clients based upon the information that it has been provided. Accordingly, in managing and making recommendations for client accounts, PCM is not in a position to take into consideration specific client circumstances, arrangements, or considerations of which it has not been notified in writing. This would include, among other things, a client’s pledging of assets, the use of leverage, and a near-term need to access (or rely upon) account assets for income or transactions with other parties. Each client is responsible for monitoring, on an ongoing basis, its allocation of assets to PCM in light of the client’s overall financial situation and investment goals. Compliance with DOL Regulations Regarding Fiduciary Investment Advice When advising client retirement and benefit plan accounts that are subject to ERISA, PCM acts as an ERISA fiduciary. PCM also acts as a fiduciary in advising client IRA assets. This means that we undertake to act in a manner that is both prudent and in the best interest of the retirement plan client. PCM also may from time to time engage in communications with an existing or prospective client about retirement account assets under circumstances that make those communications (and resulting transactions) subject to Department of Labor (“DOL”), Internal Revenue Code (“IRC”), and / or ERISA fiduciary rules. This would most frequently be the case in the event PCM reaches out to a client or prospective client to recommend that they move retirement assets to PCM’s management. In such cases, it is PCM’s policy to act as an ERISA/IRC fiduciary and comply with the impartial conduct standards and related requirements set forth by the DOL in PTE 2020-02. In cases where a prospective client approaches PCM with an affirmative intention to move specific retirement assets to PCM’s management, PCM’s ERISA or IRC fiduciary obligations with respect to those retirement assets would arise only upon the prospective client’s retirement assets (if any) being transferred to and placed under PCM’s management and control. PCM’s value equity strategies and private fund offerings are not individualized to particular clients or their circumstances.

Compliance with Regulatory Requirements and Shareholder Rights Plans PCM has adopted a number of procedures designed to ensure that it does not purchase or sell securities in violation of shareholder rights plans (i.e., poison pills) or regulatory requirements relating to the acquisition or sale of securities (e.g., Bank Holding Company Act requirements, state gaming regulations, and insider trading laws). Such requirements may result in PCM executing or refraining from executing securities transactions for client accounts when it would not otherwise do so. Any transactions implemented or failed to be implemented in client accounts in good faith in connection with such requirements will not be regarded as trade errors. Public Company Board Service From time to time PCM employees may seek or accept directorships on public company boards. This may include accepting seats on the boards of companies whose securities are held in PCM client accounts at times when PCM believes having direct board representation is in the long-term best interests of its clients. However, such Board representation often may restrict PCM’s ability to purchase or sell shares in the company at times when it might otherwise be opportune to do so. In the event of such board participation the PCM employee serving in a director capacity will generally become entitled to compensation in the form of cash and/or company stock, restricted stock or stock options. Any stock or option based compensation related to a PCM employee’s board service will be subject to PCM’s employee trading restrictions, in addition to any trading restrictions imposed by the relevant company or applicable law. It is generally PCM’s preference that arrangements be put in place with the company to allow director compensation to be paid to or held by PCM or Pelican Bay Holdings, LLC, PCM’s holding company parent. Cash compensation amounts received by PCM or Pelican Bay Holdings are used to offset expenses related to the board representation, board related insurance or investment research. In the absence of such payments these expenses would be borne by PCM directly. Director compensation in the form of stock, options and other contingent equity participations received by PCM or Pelican Bay Holdings are held as firm assets available for general purposes. Insider Trading and PCM’s Rule 10b5-1 Plan Under applicable law PCM is restricted in its ability to effect discretionary trades in securities with respect to which it possesses material, non-public inside information (“Inside Information”). PCM has adopted a number of policies and procedures administered primarily by its Compliance Department to ensure firm compliance with laws governing the handling of Inside Information and firm trading while in the possession of such information. As a part of its policies and procedures PCM may from time to time adopt a plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934 (a “Rule 10b5-1 Plan”) that permits PCM, under narrowly defined parameters and subject to Compliance oversight, to effect certain purchases and sales of otherwise restricted securities for client accounts in connection with client-directed cash raisings, account liquidations, specified holding ranges, and the initial account funding process. Other than pursuant to the requirements of applicable law, PCM does not initiate discretionary purchases or sales of securities with respect to which it possesses Inside Information. Accordingly, PCM’s periodic possession of Inside Information may restrict PCM from making discretionary trades for client accounts that it would otherwise implement. In certain circumstances PCM’s possession of Inside Information regarding portfolio securities could have a negative impact on the performance of client accounts.

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