Pacifica Capital Investments: investment adviser

On occasion, non-listed securities.

PCI focuses on businesses and industries in which it tries to have a thorough understanding, and limits the number of positions in an account to typically less than 15. PCI’s investment strategy is to concentrate investments in specific industries and companies in which PCI strives to have both in-depth knowledge and confidence in their future results. This focused investment approach may result in more volatility and risk in portfolios. Client accounts generally are managed in a similar manner, but PCI tailors its advisory services to the individual needs of clients by considering such factors as the type of account (i.e., taxable vs. not taxable) and specifics provided by the client. Clients may impose reasonable restrictions on investing in certain securities or types of securities, such as by industry or based on social criteria. Private Funds and Investment Ventures Pacifica Capital Real Estate (“PCRE”), a related entity of PCI, serves as manager or partner of a number of single purpose limited liability companies: Pacifica Capital Stacked, LLC; Pacifica Real Estate I, LLC; Pacifica Real Estate II, LLC; Pacifica Real Estate III, LLC; Pacifica Real Estate IV, LLC, Pacifica Real Estate V, LLC; RAF Pacifica Group – Development Fund I, LLC; RAF Pacifica Group – Real Estate Fund II LLC; RAF Pacifica Group - Real Estate Fund III, LLC; RAF Pacifica Group – Real Estate Fund IV, LLC; RAF Pacifica Loan Opportunity Fund I, LLC; RAF Pacifica Group – Real Estate Fund VI, LLC; Pacifica Real Estate Santa Barbara Fund I, LLC; Pacifica Real Estate Senior Living Fund I, LLC; and RAF Pacifica Opportunity Texas Fund VIII, LLC (each referred to herein as an “Investment Venture”). PCRE provides services to such Investment Venture in accordance with each such Investment Venture’s operating documents.

Client Assets Under Management As of December 31, 2025, PCI and PCRE managed approximately $747,584,149 via both individually managed accounts and Investment Ventures on a discretionary basis, including Leonard, Lambert, Bodek, and Schmidt family accounts. PCI does not manage client assets on a nondiscretionary basis.

Clients do not pay a Performance Fee except to the extent that the actual cumulative return on the client’s account from its inception exceeds the cumulative Minimum Annual Return on that account for the same period of time. The “Minimum Annual Return” is a hypothetical amount that results from application of the “Minimum Annual Rate of Return” to the client’s account. The “Minimum Annual Rate of Return” is the yield on the ten-year United States Treasury bond as of the first day of each calendar year, effective for all of that year. Clients that do not meet the definition of “Qualified Client”, or who do not prefer a Performance Fee structure, are charged only the Base Management Fee, which ranges from .25% to 2% annually, depending upon the factors discussed below. If a client utilizes leverage, the firm’s fees will be billed on the gross balance in the portfolio. The use of leverage creates a conflict of interest in that the adviser firm has an economic incentive to utilize leverage as it inflates the market value upon which the adviser's fees are calculated, thereby increasing the adviser's fee revenue. All fees charged by PCI, including those charged to “Qualified Clients,” may be negotiated and vary among clients depending on the following factors:

Size of the account

Likelihood of the size of the account increasing over time

Client’s relationship to PCI and/or its owners

Other subjective factors

The Base Management Fee and the Performance Fee are charged annually in arrears. Fees are pro-rated with respect to accounts that have been opened or closed during the year. Fees also are pro-rated for capital contributions to or withdrawals from accounts at any time other than on the first or last day of any calendar year. At the end of each fiscal year, PCI sends each client an invoice requesting payment of all fees. If PCI does not receive payment within 14 days of sending its invoice, PCI deducts its fees from the client’s account. Thus, by choosing whether to submit payment in response to PCI’s invoice or permit PCI to deduct its fees from their accounts, clients select the method by which they make payment each year. In addition to the Base Management Fee and Performance Fee, client accounts are assessed brokerage and transaction charges with respect to activity in the account. These charges are paid to the account custodian (generally, Schwab Institutional) for effecting transactions, and may be higher or lower than transaction charges or commissions the client may pay at other broker-dealers. For PCI’s client accounts maintained in its custody, Schwab generally does not charge separately for custody but is compensated by account holders through commissions or other transaction-related fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Please refer to the section below entitled, “Brokerage Practices” for additional information. Although PCI prefers an account minimum of $250,000 or higher for each client account, amounts may be negotiated on a case-by-case basis.

Private Fund Fees PCRE manages several private funds. Please see Item 4 of this brochure for a list of the funds. Generally, fees are paid to PCRE, entities related to its executives, and other related persons based on a cash flow split above a certain hurdle. Please see Item 6 for additional disclosure on performance-based fees.

Investment Ventures Pacifica Capital Real Estate is a holding corporation which receives compensation from the Investment Ventures. The Leonard Family Trust is also compensated by certain Investment Ventures in relation to loans and personal loan guarantees. The Leonard Family Trust, the Kari Lambert Revocable 2022 Trust, the Adrienne Leonard Trust of 2014 and/or other related persons of PCI receive an allocation of profit after a pre-determined preferred return to investors of 5%7.5% annually, non-compounded (depending on the entity) in connection with their involvement with the Investment Ventures. In particular the managers, endorsers, or their assigns, of each such Investment Venture receive 25% of the operating cash flow once the preferred return to investors has been met. Each Investment Venture also pays a quarterly management fee to PCRE to help cover administrative expenses. Fees for Investment Ventures paying monthly distributions are $50 annually, per partner. Fees for Investment Ventures not making monthly

distributions is $1,200 annually. PCI, through PCRE, may change these administration fees with notice to investors in the Investment Ventures.

The investment manager is also incentivized to allocate more time to the management of performance-based portfolios and to preference investment allocations and investment ideas of performance-based clients. Pacifica generally uses the 10 Year Treasury bond yield when calculating performance-based fees. In certain instances, as negotiated by the clients, the firm may use the S&P 500 Total Return Index. No performance-based fees will be assessed until the portfolio, on a cumulative basis from account inception, is in a net gain position and outperforms the cumulative hurdle. Clients are also advised that as a result of the standard asset-based fee and the performance-based fee, the investment manager has an economic incentive to recommend a performance-based fee structure. Performance-based fees may only be offered to clients who meet one of the following criteria:

A natural person who or a company that immediately after entering into the contract has at least $1,100,000 under the management of the investment adviser;

A natural person or a company that the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either: •

Has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,200,000 at the time the contract is entered into, exclusive of the value of their primary residence; or

•

Is a qualified purchaser as defined in section 2(a)(51)(AA) of the Investment Company Act of 1940 (15U.S.C. 80a-2(51)(A)) at the time the contract is entered into; or

•

A natural person who immediately prior to entering into the contract is:

An executive officer, director, trustee, general partner, or person serving in similar capacity of the investment adviser; or

An employee of the investment adviser (other than an employee performing solely clerical, secretarial, or administrative functions with regard to the investment adviser) who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser,

provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar functions or duties for or on behalf of another company for at least 12 months. PCI also manages the accounts of clients from whom PCI does not receive performance-based compensation. PCI faces certain conflicts of interest by managing both types of accounts at the same time. These conflicts include having an incentive to favor the accounts of those clients who are charged a performance-based fee over the accounts of other clients. Such conflicts arise because PCI can potentially receive greater fees from accounts paying a performance-based fee than from other accounts. As a result, PCI may have an incentive to direct the best investment ideas to, or allocate or sequence trades in favor of, such client accounts. In order to address these conflicts of interest, PCI has Code of Ethics Policies that prohibit, among other things, favoritism of accounts. The Policies also establish certain procedures to be followed by PCI in connection with placing trades for client accounts, including the accounts of those clients paying a performance-based fee. The Policies requires that PCI regularly review the accounts of all of its clients to determine whether any securities purchases or sales should be placed. In short, PCI treats all client accounts equally with respect to investment opportunities, trade execution, and portfolio management. PCI does not favor accounts subject to performance-based fees over accounts that are not. All clients receive the same quality of service and investment attention regardless of the fee structure applicable to their account. PCI typically enters purchase orders for each of its clients on a “good until cancelled” or market order basis. This means that PCI determines the price at which a security for a particular client should be purchased (or sold) and places an order with a broker-dealer which provides that should the security achieve the target price, the security should be purchased (or sold) on behalf of such client. These orders remain “open” until cancelled by PCI or the orders expire. PCI will occasionally may engage in “block” transactions for its clients or related accounts, subject to the aggregation of trades being in the best interests of all participating clients. When engaging in block trades, the firm shall follow PCI’s Trade Allocation Policy, and all clients participating in each aggregated order shall receive the average price, inclusive of all fees and other costs. When determining whether to place a trade for a client account, PCI takes into account certain factors, including size of the account, the relative size of the positions in the account (or the lack of positions in an account), tax considerations and the client’s investment goals. Fees payable to PCI are not a factor to be considered when determining to place trades for clients. In addition, in order to determine whether in the aggregate each client account was treated fairly over time with respect to the trades placed for clients, PCI reviews its trades at the end of each fiscal year. If such review reveals that PCI’s policy with respect to placing client trades did not result in the fair treatment of all its clients, PCI will revise its Trade Allocation Policy in order to attempt to prevent any such further unfairness. PCRE and/or related persons of PCI receive a profit allocation in connection with its involvement in the Investment Ventures, such side-by-side management of these accounts alongside the accounts of PCI clients who do not pay a performance fee does not pose the same conflicts as those discussed above. This is because the objective of the Investment Ventures is to invest in existing commercial real estate projects and development projects (or, with respect to Pacifica

Capital Stacked, invest in an operating business) rather than in highly liquid exchange-traded securities.

The Leonard Family Trust, the Kari Lambert Revocable 2022 Trust, and the Adrienne Leonard Trust of 2014 are also equity owners in these entities, and in certain cases may be compensated for services provided to an entity in which one of these entities invests. In addition, Mr. Leonard formally served as a Director of a privately held bank located in Denver, Colorado, and the Leonard Family Trust, the Kari Lambert Revocable 2022 Trust, and the Adrienne Leonard Trust of 2014 are investors in such bank. PCI, the Investment Ventures, and certain of its clients maintain accounts at such bank. These entities themselves are not clients of PCI, but PCI clients may be, or may have been, solicited to invest in one or more of these entities, including the privately held bank (collectively referred to herein as “Private Investment Vehicles”), which consist of the following:

Fortis Private Bank (formerly Front Range Bank)

Pacifica Neuhar Solana Beach, LLC

Pacifica Neuhar RPG III, LLC

Kirshner/Leonard Real Estate I, LLC

Kirshner/Leonard Real Estate II, LLC

Pacifica Encinitas Beach, LLC

Wood Village Residential GP Opportunity Fund, LLC

Eugene Waterfront GP Opportunity Fund, LLC

PCRE also serves as manager or partner of a number of single purpose limited liability companies: Pacifica Capital Stacked, LLC; Pacifica Real Estate I, LLC; Pacifica Real Estate II, LLC; Pacifica Real Estate III, LLC; Pacifica Real Estate IV, LLC, Pacifica Real Estate V, LLC; RAF Pacifica Group – Development Fund I, LLC; RAF Pacifica Group – Real Estate Fund II LLC; RAF Pacifica Group – Real Estate Fund III, LLC; RAF Pacifica Group – Real Estate Fund IV, LLC; RAF Pacifica Group – Real Estate Fund VI, LLC; RAF Pacifica Loan Opportunity Fund I, LLC; Pacifica Real Estate Santa Barbara Fund I, LLC; Pacifica Real Estate Senior Living Fund I, LLC; and RAF Pacifica Opportunity Texas Fund VIII, LLC (each referred to herein as an “Investment Venture”). PCI provides services to such Investment Venture in accordance with each such Investment Venture’s operating documents. Please be advised that recommendations to invest in the aforementioned entities may constitute a conflict of interest in that such recommendation(s) may be viewed as being in the best interests of the firm’s related persons. Any decision to invest in such entities is the sole responsibility of the prospective investor. See item 10 for additional conflict disclosure.

Investment Strategy and Related Risks Investment strategies used by PCI in managing client accounts include:

Long term securities purchases (i.e., securities held at least one year);

Short term securities purchases (i.e., securities sold within one year of purchase);

Trading (i.e., securities sold within 30 days);

Short sales; and

Margin transactions.

The following risks should be considered: Equity securities. Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer and the value of its assets, interest rates, investor perceptions and market liquidity. Equity security investment also involves certain additional risks, including industry, market and general economic related risks. Adverse developments or perceived adverse developments in one or more of these areas could cause a substantial decline in the value of equity securities. In particular, changes in stock market values can be sudden and unpredictable. Also, although stock values can rebound, there is no assurance that values will return to previous levels. Fixed Income. Municipal securities and U.S. Government securities face risks related to interest rates, credit risk and income. Bond values are inversely related to interest rates. If interest rates go up, bond values will go down and vice versa.

Concentration of Investments. PCI generally invests client accounts in a concentrated portfolio of securities. If an investment performs poorly, this concentration could cause a proportionately greater loss than if a larger number of investments were made. If such proportionately greater loss occurs, it may adversely impact the overall return on investment realized by the client. Private Funds. Private securities, the Investment Ventures, and/or the Private Investment Vehicles, provide extremely limited liquidity. Once funds are committed to these investments, such funds typically are inaccessible for many years. PCRE, as the manager of the Private Investment Vehicles and the manager of the Investment Ventures, has complete control over how the funds are invested. Once a client is committed to investing in a private security, the client is contractually obligated to meet capital calls. Failure to meet capital calls is likely to result in the client losing some or all of their investment, regardless of the circumstance. In addition to broad-based market risk, private securities also entail the risk that the manager makes poor investment choices causing clients to lose some or all of their investment. Additional information regarding each Investment Venture’s operations and related risks can be found in such Investment Venture’s offering documents. Investing in any publicly traded or private securities involves risk and clients may lose some and possibly all of their investment. Clients should be prepared to bear such risk of loss.

In particular, some owners of PCI receive compensation in connection with their roles with the Private Investment Vehicles, and PCI’s related persons have a participatory interest in the Private Investment Vehicles, and in certain cases may be entitled to receive compensation for services provided to an entity in which a Private Investment Vehicle invests. PCI, as a fiduciary, intends to always act in the best interests of its clients. As such, before recommending an investment in an Investment Venture or a Private Investment Vehicle, PCI will first determine whether a specific client meets the eligibility requirements associated with participation in such entity and will determine whether an investment in the Investment Venture or Private Investment Vehicle is appropriate for such client. In addition, PCI believes that the potential conflicts of interest noted above are addressed by fully disclosing to clients PCI’s,

PCRE’s, the Leonard Family’s, Kari Lambert, and Adrienne Leonard Schmidt’s relationship with the Investment Ventures and the Private Investment Vehicles.

This practice can potentially raise conflicts of interest, for example, if Kari Lambert or a PCI employee recommends the purchase for client accounts of securities they own personally or if the employee buys a security before clients or sells a security that clients continue to hold. Purchases and sales by PCI Related Accounts are made in compliance with PCI’s Code of Ethics, which prohibits certain acts to avoid potential conflicts of interest. In particular, the Code provides that no “Access Person” (as defined in the Code) may engage in personal securities transactions with respect to initial public offerings (“IPOs”) or limited offerings without obtaining advance preclearance of such transactions. In addition, each Access Person must obtain advance preclearance with respect to entering into any securities trades opposite a trade being made for a client account (with certain limited exceptions). The Code also prohibits PCI’s “Supervised Persons” (as defined in the Code) from profiting personally as a result of using knowledge about pending or currently considered securities transactions for clients. Securities trades by PCI Related Accounts are also made in compliance with PCI’s Trade Allocation Policy. PCI analyzes all client accounts, as well as PCI Related Accounts, on an individual basis and in a systematic order. Most trades are placed online during this review process in the order that the accounts are reviewed. The process for entering purchase and sale orders is as follows: Purchases. The market price of a security usually is higher than the buy price range, and as a result PCI will enter “good until cancelled” order(s) within the buy target price range. Multiple open orders to purchase a given security at a descending price level may be entered, depending on the following factors:

Amount of cash available in the account

The size of the account

Whether the position is currently in the account

The relative size of a particular security’s position in an account

Sales. For positions already in the account, similar factors are considered and “good until cancelled” order(s) to sell at an ascending price may be entered. With respect to all trades, consideration is given to each account individually based on several factors including:

Size of the account

Relative size of the positions in the account (or the lack of positions in the account)

Tax considerations

The investment goals of the client

PCI and its Access Persons seek to avoid even the appearance of front-running a client account. As a result, where an Access Person seeks to place a “good until cancelled” order for his or her own account in a security for which “good until cancelled” orders already have been placed (or are anticipated to be placed) on behalf of client accounts, such Access Person will set a target price on behalf of his or her own account that attempts to ensure that trades for client accounts will be placed prior to any trades in such Access Person’s account. In certain instances, this activity could result in the Access Person obtaining a price on such security that is favorable to the price received on behalf of the client accounts. PCI believes, however, that such price difference will be de minimus. Because PCI invests primarily in equity securities traded on national securities exchanges and on the NASDAQ Stock Market, there generally are sufficient quantities of such securities to satisfy the accounts of PCI clients and PCI Related Accounts. In the unlikely event that PCI determines to invest client accounts in a thinly traded security or other security that could have an insufficient quantity to satisfy the eligible client accounts, PCI will allocate such trades to client accounts in compliance with its Trade Allocation Policy, which is designed to ensure that each account is treated fairly and that trading does not result in certain accounts being treated preferentially over time. A copy of PCI’s Code of Ethics, as well as its Trade Allocations Procedures, will be provided to any client or prospective client upon request. Kari Lambert, PCI and/or its related persons may advise clients to purchase interests in the Investment Ventures or the Private Investment Vehicles. PCRE, Kari Lambert, and other owners of PCI may receive compensation for managing the Investment Ventures or serving as a director, employee or agent of the operating company in which such Investment Venture invests (as outlined above). In addition, PCI’s related persons, including Kari Lambert, generally have an ownership interest in the Investment Ventures and the Private Investment Vehicles. PCI’s, PCRE’s, and/or Kari Lambert’s relationship with these entities could potentially pose a conflict of interest if PCI solicits clients to invest in an Investment Venture, or a Private Investment Vehicle based on reasons other than such clients’ best interests. Such conflicts are based on the possibility that by recommending to clients that they invest in an Investment Venture and/or Private Investment Vehicles, PCI and/or Kari Lambert is basing such recommendation on a desire to increase the value of such vehicles and/or increase the fees received from such vehicles. However, PCI, as a fiduciary, intends to always act in the best interests of its clients. As such, before recommending an investment in an Investment Venture, or a Private Investment Vehicle, PCI determines

whether an investment in an Investment Venture or Private Investment Vehicle is appropriate for the client. In addition, PCI believes that the potential conflicts of interest noted above are addressed by fully disclosing to clients PCI’s, PCRE’s, and Kari Lambert’s relationship with the Investment Ventures and the Private Investment Vehicles.

For PCImanaged advisory accounts, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transactionrelated or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. PCI considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances and subject to approval by PCI, PCI will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by PCI will be made by and in the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend PCI seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following:

combination of transaction execution services along with asset custody services (generally without a separate fee for custody)

capability to execute, clear, and settle trades (buy and sell securities for client accounts)

capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.)

breadth of investment products made available (stocks, bonds, mutual funds, exchangetraded funds (ETFs), etc.)

availability of investment research and tools that assist us in making investment decisions

quality of services

competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them

reputation, financial strength, and stability of the provider

their prior service to us and our other clients

availability of other products and services that benefit us, as discussed below

Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging commissions or other fees on trades that it executes or that settle into the custodian’s accounts. The custodian’s commission rates applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits the client because the overall commission rates paid are lower than they would be if the firm had not made the commitment. In addition to commissions, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker-dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Soft Dollar Arrangements PCI does not utilize soft dollar arrangements. PCI does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides PCI with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment.

Other Products and Services Custodian also makes available to PCI other products and services that benefit PCI but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of PCI's accounts, including accounts not maintained at custodian. The custodian may also make available to PCI software and other technology that

provide access to client account data (such as trade confirmations and account statements)

facilitate trade execution and allocate aggregated trade orders for multiple client accounts

provide research, pricing and other market data

facilitate payment of PCI’s fees from its clients’ accounts

assist with back-office functions, recordkeeping and client reporting

The custodian may also offer other services intended to help PCI manage and further develop its business enterprise. These services may include

compliance, legal and business consulting

publications and conferences on practice management and business succession

access to employee benefits providers, human capital consultants and insurance providers

The custodian may also provide other benefits such as educational events or occasional business entertainment of PCI personnel. In evaluating whether to recommend that clients custody their assets at the custodian, PCI may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. Independent Third Parties The custodian may make available, arrange, and/or pay third-party vendors for the types of services rendered to PCI. The custodian may discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to PCI. Additional Compensation Received from Custodians PCI may participate in institutional customer programs sponsored by broker-dealers or custodians. PCI may recommend these broker-dealers or custodians to clients for custody and brokerage services. There is no direct link between PCI’s participation in such programs and the investment advice it gives to its clients, although PCI receives economic benefits through its participation in the programs that are typically not available to retail investors. These benefits may include the following products and services (provided without cost or at a discount):

Receipt of duplicate client statements and confirmations

Research-related products and tools

Consulting services

Access to a trading desk serving PCI participants

Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts)

The ability to have advisory fees deducted directly from client accounts

Access to an electronic communications network for client order entry and account information

Access to mutual funds with no transaction fees and to certain institutional money managers

Discounts on compliance, marketing, research, technology, and practice management products or services provided to PCI by third-party vendors

The custodian may also pay for business consulting and professional services received by PCI’s related persons, and may pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for PCI’s personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs may benefit PCI but may not benefit its client accounts. These products or services may assist PCI in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help PCI manage and further develop its business enterprise. The benefits received by PCI or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. PCI also participates in similar institutional advisor programs offered by other independent broker-dealers or trust companies, and its continued participation may require PCI to maintain a predetermined level of assets at such firms. In connection with its participation in such programs, PCI will typically receive benefits similar to those listed above, including research, payments for business consulting and professional services received by PCI’s related persons, and reimbursement of expenses (including travel, lodging, meals and entertainment expenses for PCI’s personnel to attend conferences sponsored by the broker-dealer or trust company). As part of its fiduciary duties to clients, PCI endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by PCI or its related persons in and of itself creates a conflict of interest and indirectly influences PCI’s recommendation of broker-dealers for custody and brokerage services. The Firm’s Interest in Custodian’s Services The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. The firm does not have to pay for the custodian’s services so long as a certain minimum of client assets is kept in accounts at the custodian. This minimum of client assets may give the firm an incentive to recommend that clients maintain their accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a potential

conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. Security Allocation Since PCI may be managing accounts with similar investment objectives, PCI may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by PCI in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. PCI’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. PCI will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. PCI’s advice to certain clients and entities and the action of PCI for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any action of PCI with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of PCI to or on behalf of other clients. Order Aggregation Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if PCI believes that a larger size block trade would lead to best overall price for the security being transacted. Allocation of Trades All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.”

PCI acts in accordance with its duty to seek best price and execution and will not continue any arrangements if PCI determines that such arrangements are no longer in the best interest of its clients.

Accounts reviewed with greater frequency will likely engage in more frequent trading. Each account is reviewed on an individual basis, and issues specific to that account are considered in the review process. Many account reviews are conducted by Kari Lambert, PCI’s Principal and Chief Executive Officer. In addition, Blair Bodek, PCI’s Chief Investment Officer, has primary responsibility for many accounts. Adrienne Leonard Schmidt, PCI’s Chief Operating Officer, also reviews some accounts. Ms. Lambert, Mr. Bodek, and Ms. Schmidt review accounts in accordance with client investment objectives and restrictions and engage in regular discussions together regarding securities, pricing, and other considerations. Individually Managed Accounts As soon as practical following the end of each calendar quarter, PCI prepares reports for its clients. The contents of the reports may vary, but generally include:

An assessment of current market and economic conditions;

A discussion of some or all of the securities held in the account; Performance results of the account for the year to date and inception to date periods in which a comparison is made against the S&P index;

Estimated year to date management fees; and

Often, a discussion of PCI’s investment strategy and/or investment philosophy.

Annual reports also are provided as soon as practical after the end of each calendar year with a calculation of the management fees due for that year. Investment Ventures Investors in the Investment Ventures receive from PCRE an unaudited year-end balance sheet and profit and loss statements as soon as practicable after the end of each fiscal year; and all tax information relating to such Investment Ventures as is necessary for the preparation of each investor’s income tax returns. In addition, PCRE has instructed the custodian of each Investment

Venture’s account to send an account statement of the overall fund to each investor on a monthly basis. PCRE also sends each investor an account statement reflecting their individual ownership on at least a quarterly basis.

Our authority to direct client requests, utilizing standing instructions, for wire transfer of funds for first-party money movement and third-party money movement (checks and/or journals, ACH, Fed-wires). The firm has elected to engage an independent public accountant to annually conduct a surprise custody exam audit.

The firm or its affiliate is a managing member or general partner to a private fund vehicle. An independent public accountant annually audits a pooled investment vehicle(s) the firm manages and the audited financial statements are distributed to the investors in the pooled vehicle within 120 days from the end of the private fund’s fiscal year end or 180 days in the event of a feeder/master fund structure. Private fund investors will receive fund level statements of all activity, cash balances, and portfolio holdings on a quarterly basis from their qualified custodian.

Except as required by applicable law, PCI will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies.