Moerus Capital Management LLC: investment adviser

Subject to the terms described below, the Private Fund offers and sells its interests solely to accredited investors, qualified clients, qualified purchasers, and certain knowledgeable employees of Moerus and its affiliates. Moerus also provides discretionary investment management services to the Moerus Worldwide Fund, an investment company registered under the Investment Company Act of 1940 (hereafter referred to as the “Registered Fund”). Additionally, Moerus provides investment management services to separately managed accounts pursuant to an investment management agreement (hereafter referred to as the “SMA” or “SMAs”). Together, the Private Fund, the Registered Fund, and the SMAs will be referred to herein as “Clients” or “Client Accounts”. 2. Investment Strategies and Types of Investments. The Adviser’s investment advisory services generally aim to achieve long-term capital appreciation by investing with a preference for well-capitalized companies that are trading at what Moerus deems to be substantial discounts to their intrinsic value. While it is anticipated that the Adviser will invest primarily in listed equities, bonds, foreign currencies, forward contracts, futures, and options, the Adviser has broad and flexible investment authority. Investments will be identified and selected by applying a fundamental, opportunistic, and bottom-up value investing methodology. This process is targeted to result in a portfolio of high conviction core positions. The Adviser’s investment program entails substantial risks. There can be no assurance that the investment objectives of the Adviser will be achieved or that investment results might not vary substantially on a monthly, quarterly, or annual basis. A more detailed description of the investment strategies pursued, and types of investments made by Moerus is provided in Item 8 of this Brochure (“Methods of Analysis, Investment Strategies, and Risk of Loss”). Additional information regarding the fees, expenses, risks, and investment process for the Private Fund, Registered Fund, and SMAs can be found in the respective offering documents.

C. Availability of Customized Services. Moerus’ investment decisions and advice are subject to each Client’s investment objectives and guidelines, as set forth in the confidential offering document, prospectus, investment advisory agreement, and/or other constituent documents, which may impose restrictions on investing in certain securities or types of securities. Investors in the Private Fund or Registered Fund are not permitted to restrict or otherwise control the investments of the respective fund. D. Wrap Fee Programs. Moerus does not participate in wrap fee programs. E. Assets Under Management. As of December 31, 2025, Moerus’ total regulatory assets under management were approximately $893,132,412. All such assets were managed on a discretionary basis.

The Management Fee is paid quarterly in advance, based on the value of each shareholder’s capital account, as of the first business day of each calendar quarter. The Management Fee will be adjusted for contributions and withdrawals made during the quarter. At the end of each fiscal year, the general partner of the Private Fund (the “General Partner”) will receive an annual Incentive Allocation equal to 20% of the net profits attributable to each SubClass B Share (including unrealized gains and losses), if any, subject to a loss carryforward provision (the “Incentive Allocation(s)”). No Incentive Allocation will be made with respect to the net profits attributable to Sub-Class A Shares. The Adviser, in its sole discretion, has in the past and could in the future waive or reduce the Management Fee for shareholders in the Private Fund that are members, employees, or affiliates of the General Partner or the Adviser, relatives of such persons, and for certain large or strategic investors. The Adviser may waive or modify the Incentive Allocation for shareholders in the Private Fund that are members, employees, or affiliates of the General Partner or the Adviser, relatives of such persons, and for certain large or strategic investors. Shareholders and prospective shareholders should note that the Private Fund also pays certain expenses, which are further described in section C below. Shareholders and prospective shareholders should refer to the Private Fund’s confidential offering memorandum for more specific information concerning the fees and expenses associated with an investment in the Private Fund. The advisory fees applicable to the Registered Fund are set forth in detail in the Fund’s Prospectus. A brief summary of such fees is provided below.

The Registered Fund currently offers two classes of shares: Class N Shares and Institutional Class Shares (together, the “Share Classes”). The Registered Fund offers these two Share Classes so investors can choose the class that best suits their individual investment needs. The main differences between the Share Classes are ongoing fees, as further described below. In choosing which class of shares to purchase, investors should consider which will be most beneficial to them, given the amount of their purchase. With respect to its investment advisory services provided to the Registered Fund, Moerus receives a Management Fee in the amount of 0.95%, annually, computed based upon the average daily net assets of the Class N Shares and Institutional Class Shares. Investors and prospective investors should note that the Registered Fund also pays certain expenses, which are further described in section C below. Investors and prospective investors should refer to the Registered Fund’s Prospectus for more specific information concerning the fees and expenses associated with an investment in the Registered Fund. With respect to its investment advisory services provided to the SMAs, Moerus receives an advisory fee (“Advisory Fee(s)”) applicable to each SMA as set forth in detail in the investment management agreement (“IMA”) associated with each individual account. There are no standard Advisory Fees. The Advisory Fees charged to each account are negotiable and will typically vary depending on a number of factors, including, but not limited to: the type of client; the amount of client assets under management with Moerus; the investment term to which the client commits; the types of restrictions the client plans to impose on Moerus’ discretionary investment authority The Advisory Fees are typically charged quarterly in arrears. B. Payment of Fees. Fees and compensation paid to Moerus or the General Partner by the Private Fund or the Registered Fund are generally deducted from the assets of such Client Account as discussed below: 1) Management Fees are generally deducted on a quarterly basis, for the Private Fund, and on a monthly basis, for the Registered Fund. 2) Incentive Allocations, where applicable for the Private Fund, are generally deducted on an annual basis. Fees and compensation paid to Moerus by the SMAs are generally invoiced to each SMA by the Adviser as discussed below: 1) Management Fees are generally invoiced on a quarterly basis to each SMA Client. C. Additional Fees and Expenses. The Adviser renders its services to its Clients at its own expense and will be responsible for its overhead expenses, including: office rent; furniture and fixtures; stationery; secretarial/internal administrative services; salaries and bonuses; entertainment expenses; employee insurance; and payroll taxes.

With respect to the Private Fund, all other expenses are paid by such Private Fund and shall include: (i) Private Fund legal, compliance, administration expense, audit, and accounting expenses (including third party accounting services); (ii) organizational expenses (expenses under (i) and (ii) shall be referred to as “Capped Expenses”); (iii) risk management expenses; (iv) Private Fund-related insurance costs (including D&O and E&O insurance for the Adviser and the General Partner and outside Directorship coverage); (v) research fees and expenses; (vi) investment expenses such as commissions; (vii) interest on margin accounts and indebtedness; (viii) borrowing charges on securities sold short; (ix) custodial fees; (x) bank service fees; and (xi) any other expenses related to the purchase, sale, or transmittal of Private Fund assets, including brokerage and transaction costs (See Item 12, “Brokerage Practices”). Notwithstanding the foregoing, certain expenses in excess of 45 basis points of the Private Fund’s net assets will be capped and borne by the Adviser. Under certain circumstances, the Adviser’s waivers and reimbursements made to cover these “capped expenses” may be recouped by the Adviser. For more information on such “capped expenses”, investors and prospective investors should refer to the Private Fund’s confidential offering memorandum. With respect to the Registered Fund, investors will bear certain expenses, including: costs incurred in connection with the maintenance of securities law registration; printing and mailing of the reports to shareholders; certain financial accounting services; taxes or governmental fees; custodial, transfer, and shareholder servicing agent costs; expenses of outside counsel and independent accountants; preparation of shareholder reports; and expenses of trustee and shareholders meetings. Investors and prospective investors should refer to the Fund’s Prospectus for specific information concerning the fees and expenses associated with an investment in the Registered Fund. Notwithstanding the foregoing, the Adviser has contractually agreed to reduce its fees and/or reimburse expenses of the Share Classes of the Registered Fund until at least March 31, 2027. Under this arrangement, the total annual fund operating expenses after fees waiver and/or reimbursement (exclusive of any front-end or contingent deferred loads, taxes, brokerage fees and commissions, borrowing costs (such as interest and dividend expense on securities sold short), acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including, for example, option and swap fees and expenses), or extraordinary expenses such as litigation) will not exceed 1.50% and 1.25% of the average daily net assets of Class N and Institutional Class Shares, respectively until March 31, 2027. Under certain circumstances, the Adviser’s waivers and reimbursements made to cover these “capped expenses” may be recouped by the Adviser. For more information on such “capped expenses,” investors and prospective investors should refer to the Registered Fund’s Prospectus. SMA clients may pay fees to other third-party service providers, such as custodian, administrator, brokerage and exchange fees, etc. as defined in the IMA and other constituent documents. D. Prepayment of Fees.

The Private Fund pays Moerus the Management Fee quarterly in advance based on the value of the Sub-Class A shares. The Management Fee is pro-rated for any partial period and adjusted for deposits and withdrawals. One SMA pays Moerus the Advisory Fee quarterly in advance based on a fixed dollar amount in accordance with the specific IMA. Such fee shall be prorated for any partial quarters. No fee shall be payable after termination of the IMA and any excess fee previously paid in advance shall be promptly refunded. E. Additional Compensation and Conflicts of Interest. Neither Moerus nor its access persons (i.e., its officers, directors, or employees) accept compensation for the sale of securities or other investment products to the Clients.

For further information, shareholders and prospective shareholders in the Private Fund should refer to the Fund’s confidential offering memorandum The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple Client Accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. The Adviser will review investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts will also be regularly compared to determine whether there are any unexplained significant discrepancies. In addition, the Adviser’s procedures relating to the allocation of investment opportunities require that similarly managed accounts participate in investment opportunities pro rata based on target weights in each portfolio for the investment, exposure levels, tax consequences, and stage of capital deployment. The procedures require that, to the extent orders are aggregated, the Client orders are price-averaged. Finally, the Adviser’s procedures also require the objective allocation for limited opportunities (such as initial public offerings and private placements) to ensure fair and equitable allocation among accounts.

Generally, the minimum initial investment in the Registered Fund is $2,500 in Class N shares and $100,000 for Institutional Class shares for all account types. The Adviser has the right to waive the minimum initial investment and, under certain circumstances, has done so for the Institutional Class shares in the past. The Registered Fund also offers an Automatic Investment Plan (AIP) that automatically moves money from an investor’s bank account and invests it in the Registered Fund through the use of electronic funds transfers or automatic bank drafts. Subsequent investments via the AIP are subject to a $200 minimum and can be set up to automatically initiate transfers on specified days of each month. SMA Clients include institutions, pension plans, pooled investment vehicles, and high net worth individuals. With respect to SMAs, certain Clients have imposed limitations or restrictions on Moerus’ exercise of its discretionary authority. However, Moerus reserves the right not to enter into an investment advisory agreement with a prospective client, or to terminate an agreement with an existing client if the proposed limitation or restriction is believed by Moerus to be administratively or practically not feasible. Moerus generally imposes minimum investment requirements of $50,000,000 for institutional SMAs but has agreed to waive such minimum requirements under certain circumstances in the past.

There can be no assurance that the investment objective of the Adviser will be achieved. The Adviser utilizes a fundamental, bottom-up approach that seeks to purchase securities that we believe are trading at discounts to our conservative estimate of intrinsic value. The portfolio is unconstrained by geographic, industry, or index-related considerations, resulting in a portfolio that is built from the bottom up and that we believe to be based on the absolute return opportunities currently available, regardless of whether these companies are within an index or not. The Adviser believes that the discipline of investing in securities trading at deep discounts to conservatively estimated net asset values, particularly with a focus on well-financed businesses, also provides investors with mitigated downside risk over the long-term. The Adviser aims to implement its strategy in the following ways: Opportunistic Mandate. The Adviser has significant flexibility in terms of where and how it can invest, including by geography or industry, as well as by equity security or debt instrument. The Adviser will tend to invest in less-followed holdings, such as mid-sized, smaller-capitalized, lesser known, or unpopular securities. The Adviser also has the ability to invest across the capital structure and in alternative asset classes (such as distressed debt) and special situations, allowing the Adviser to take advantage of opportunities that are unavailable to equity-only funds. Bottom-Up Portfolio Construction. The Adviser is benchmark agnostic and will build portfolios completely from the bottom up, not based on the exposures of an index. We believe that because of this, the portfolio’s overlap with indices will tend to be low, and the portfolio’s country and sector exposures tend to be differentiated from the index and from competitors. A Preference for Well-Capitalized Companies. The Adviser’s investments will be predominantly focused on well-capitalized companies. The Adviser believes that companies with well-capitalized balance sheets have an enhanced ability to survive difficult periods and thrive over the long-term, providing Clients the opportunity to achieve higher valuations and the compounding of value over the long term. The Adviser seeks to avoid companies that have experienced, or are currently (in our view), at a heightened risk of experiencing permanent impairments of capital. Flexibility to Invest When Opportunities Are Most Compelling. The Adviser may hold sizeable amounts of cash. The Adviser believes that holding cash at times when underlying valuations are elevated provides the Adviser with the ability to act quickly when market sentiment swings to the

other extreme and short-term market disruptions provide compelling opportunities from panicked sellers. Concentrated Portfolio. Generally, accounts will have a concentrated portfolio (typically consisting of 15-50 core positions), which allows the Adviser to focus capital on the Adviser’s highest conviction ideas and may result in the portfolio and performance differing significantly from most indices. The Adviser may become a large shareholder of a company where it sees significant upside and has the ability to engage with management teams in select situations. Long-Term Investment Horizon. The Adviser is a patient, long-term investor. Moerus seeks to take advantage of significant stock price declines due to poor near-term business results, focusing instead on the long-term intrinsic value of the business and its underlying assets. The Adviser will not generally invest to take advantage of short-term earnings fluctuations but rather will focus on investing in situations where there are significant value mismatches. Macro Myopic, but Macro Aware. Despite the Adviser’s investment approach being resolutely bottom up in nature, the Adviser does not simply ignore the broader macroeconomic landscape that might affect a potential investment. The Adviser strives to develop a deep awareness and understanding of the wide range of macroeconomic risks — as well as what it may view as opportunities — that may accompany any prospective investment. B. Material, Significant, or Unusual Risks Relating to Investment Strategies and Risks Associated with Particular Types of Securities. Moerus’ investment program entails substantial risks. Since market risks are inherent in all securities investments to varying degrees, there can be no assurance that the Adviser’s investment objectives will be achieved. In fact, certain investment practices described above can, in some circumstances, increase the risk profile of the Clients’ investment portfolio. The Clients’ activities could result in substantial losses (including the complete loss of all capital) under certain circumstances. The material risks presented by the strategies and financial assets pursued by Moerus are set forth below. Additional information is contained in the governing documents of each Client. This Brochure does not purport to contain a complete disclosure of all risks that may be relevant to Clients or to prospective investors in the Private Fund, Registered Fund or SMAs. These risk factors include only those risks that Moerus believes to be material, significant, or unusual, and relate to particular significant investment strategies or methods of analysis employed by Moerus. C. Investment Strategy and Investment Risks. 1. Nature of Investments. The Adviser has broad discretion in making investments for Clients. Investments will primarily consist of equities, but may also include bonds, futures, forwards, currencies, and options, and other assets that may be affected by business, financial market, or legal uncertainties. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or

international economic and political developments, may significantly affect the results of the Adviser’s activities and the value of its investments. In addition, the value of the account’s portfolio may fluctuate as the general level of interest rates fluctuate.

2. Equity-Related Instruments in General. The Adviser may use equity-related instruments in its investment program. Certain options and other equity-related instruments may be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk, and operations risk. In addition, equity-related instruments can involve significant economic leverage and may, in some cases, involve significant risks of loss. 3. Currency Risks. The investments that are denominated in non-U.S. currencies are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. From time to time, the Adviser may try to hedge these risks by investing in currencies and options thereon, forward currency exchange contracts, or any combination thereof, but there can be no assurance that such strategies will be implemented or, if implemented, will be effective. The Adviser may also invest in currencies for speculative purposes. 4. Inflation and Deflation Risk. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Fund invests and may make defaults more likely, which may result in a decline in the value of the Fund’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e.,

the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Fund. 5. Interest Rate Risk. An account may be subject to interest rate risk. Generally, the value of debt securities will change inversely with changes in interest rates. As interest rates rise, the market value of debt securities tends to decrease. Conversely, as interest rates fall, the market value of debt securities tends to increase. This risk will be greater for long-term securities than for short-term securities. 6. Distressed Securities. The Adviser may invest in “distressed” securities, which are claims and obligations of domestic and foreign entities which are experiencing significant financial or business difficulties. Investments may at times include loans, commercial paper, loan participations, trade claims held by trade or other creditors, stocks, limited partnership interests and similar financial instruments, executory contracts, and options or participations therein not publicly traded. Distressed securities may result in significant returns to an account but also involve a substantial degree of risk. A Client Account may lose a substantial portion or all its investment in a distressed environment or may be required to accept cash or securities with a value less than the portfolio’s investment. Among the risks inherent in investments in entities experiencing significant financial or business difficulties is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability, and the bankruptcy court’s discretionary power to disallow, subordinate, or disenfranchise particular claims. The market prices of such instruments are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such instruments may be greater than normally expected. In trading distressed securities, litigation is sometimes required. Such litigation can be time-consuming and expensive and can frequently lead to unpredicted delays or losses. Moreover, to the extent that a Client Account invests in distressed sovereign debt obligations, it will be subject to additional risks and considerations not present in private distressed securities, including the uncertainties involved in enforcing and collecting debt obligations against sovereign nations, which may be affected by world events, changes in U.S. foreign policy, and other factors outside of the control of the Adviser. The market for distressed securities and instruments is generally thinner and less active than other markets, which can adversely affect the prices at which distressed securities can be sold. Currently, the Adviser does not utilize distressed securities. 7. Debt Securities. The Adviser may take positions in debt securities which rank junior to other outstanding securities and obligations of the issuer, of which all or a significant portion may be secured on substantially all of that issuer’s assets. The Adviser may take positions in debt securities which are not protected by financial covenants or limitations on additional indebtedness. The Adviser may invest in securities which are moral obligations of issuers or subject to appropriations. Client Accounts will

therefore be subject to credit and liquidity risks. Currently, the Adviser does not utilize debt securities. 8. Emerging Markets Risk. At different times, the Adviser has invested and expects to continue to invest a significant portion of Clients’ assets in securities and instruments that are traded in developing, emerging, or frontier markets, or that provide exposure to such securities or markets. These investments can involve additional risks relating to political, economic, or regulatory conditions not associated with investments in U.S. securities and instruments. For example, developing and emerging markets may be subject to (i) greater market volatility; (ii) lower trading volume and liquidity; (iii) greater social, political, and economic uncertainty; (iv) governmental controls on foreign investments and limitations on repatriation of invested capital; (v) lower disclosure, corporate governance, auditing, and financial reporting standards; (vi) fewer protections of property rights; (vii) restrictions on the transfer of securities or currency; and (viii) settlement and trading practices that differ from U.S. markets. Each of these factors may impact the ability of the Adviser to buy, sell, or otherwise transfer securities, adversely affect the trading market and price for securities it owns, and cause Client Accounts to decline in value. 9. China Risk. The Adviser may make significant investments in or related to China, and therefore the Adviser may be susceptible to adverse market, political, regulatory, and geographic events affecting China. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. In addition, the Chinese economy is export-driven and highly reliant on trade. A downturn in the economies of China’s primary trading partners could slow or eliminate the growth of the Chinese economy and adversely impact Clients’ investments. The Chinese government strictly regulates the payment of foreign currency denominated obligations and sets monetary policy and may introduce new laws and regulations that have an adverse effect on a Client’s portfolio. Although China has begun the process of privatizing certain sectors of its economy, privatized entities may lose money and/or be re-nationalized. Accordingly, these investments involve a risk of total loss. In the Chinese securities markets, a small number of issuers may represent a large portion of the entire market. The Chinese securities markets are characterized by relatively frequent trading halts and low trading volume, resulting in substantially less liquidity and greater price volatility. Additionally, the U.S.-China relationship continues to be volatile and uncertain. Tariffs, public market listing restrictions, and restrictions on “investability” of Chinese companies by U.S.-domiciled investors, including those Chinese companies designated by the U.S. Department of Defense as owned or controlled by the Chinese military, can materially impact the value of the underlying investments. 10. India-Related Investment Risks. The Adviser has invested and intends to continue to evaluate opportunities in India and in certain Indian companies. There can be no assurance that the Indian companies will achieve profitable operations. The performance of the Indian companies and the value of interests in the Indian companies may be adversely affected by numerous factors, including, for example, (i) business,

economic, and political conditions throughout India and the world; (ii) the supply of and demand for the goods and services produced, provided, or sold by Indian companies; (iii) changes and advances in technology that may, among other things, render goods and services sold by the Indian companies obsolete; and (iv) actual and potential competition from other companies. Certain Indian companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms or at all. Accounting, financial, and other reporting standards in India are not equivalent to those in more developed countries. Differences may arise in areas such as valuation of properties and other assets, accounting for depreciation, deferred taxation, inventory obsolescence, contingent liabilities, and foreign exchange transactions. Accordingly, less information may be available to investors. SEBI, the principal regulator of the Indian securities market, received statutory authority in 1992 to oversee and supervise the Indian securities markets. Accordingly, the securities laws and regulations in India are continuously evolving, and the ability of SEBI to promulgate and enforce rules regulating market practices is uncertain. India’s political, social, and economic stability is commensurate with its developing status. Certain developments beyond the control of the Adviser, such as the possibility of political changes, government regulation, social instability, diplomatic disputes, or other similar developments, could adversely affect these investments. India is a country comprised of diverse religious and ethnic groups. It is the world’s most populous democracy, and it has a well-developed and stable political system. Ethnic issues and border disputes have, however, given rise to ongoing tension in the relations between India and Pakistan, particularly over the region of Kashmir. In addition, cross-border terrorism could weaken regional stability in South Asia, thereby hurting investor sentiment. India derives a meaningful portion of its GDP from agriculture. As a result, severe monsoons or drought conditions could hurt India’s agricultural production and dampen momentum in some sectors of the Indian economy, which could adversely affect performance. 11. Derivatives. To the extent that the Adviser invests in swaps, derivative, or synthetic instruments, repurchase agreements or other over-the-counter transactions, or, in certain circumstances, non-U.S. securities, the Adviser may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organization guarantees, daily mark-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. It is expected that all securities and other assets deposited with custodians or brokers will be clearly identified as being assets (directly or indirectly) of Clients, and hence the Clients should not be exposed to a credit risk with regard to such parties. However, it may not always be possible to achieve this segregation, and there may be practical, or time problems, associated with enforcing rights to Client assets in the case of an insolvency of any such party. Currently, the Adviser does not utilize derivatives.

12. Options. The purchase or sale of an option involves the payment or receipt of a premium by the Client and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security, commodity, or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the Client Account is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received (which could result in a potentially unlimited loss). Over-the-counter options also involve counterparty solvency risks. Currently, the Adviser does not utilize options. 13. Use of Leverage. While the Adviser does not currently expect to utilize leverage, from time to time, and as noted above, the Adviser may utilize leverage within one or more of the Client Accounts. This may result in the Client controlling substantially more assets than the Client has equity. Leverage increases the Client’s returns if the Client earns a greater return on investments purchased with borrowed funds than the Client’s cost of borrowing such funds. However, the use of leverage exposes the Client to additional levels of risk, including (i) greater losses from investments than would otherwise have been the case had the Client not borrowed to make the investments; (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions; and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Client’s cost of borrowing such funds. In the event of a sudden, precipitous drop in value of the Client’s Account, the Client might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. In an unsettled credit environment, the Adviser may find it difficult or impossible to obtain leverage for the Client. In such event, the Adviser could find it difficult to implement its strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in the Adviser being forced to unwind positions quickly and at prices below what the Adviser deems to be fair value for such positions. 14. Futures Contracts. The use of futures is a specialized activity that involves investment strategies and risks different from those associated with ordinary portfolio securities transactions, and there can be no guarantee that their use will increase the Client’s return or not cause the Client to sustain large losses. While the use of these instruments by the Client may reduce certain risks associated with portfolio positions, these techniques themselves entail certain other risks. The Client could experience losses if the values of its futures positions were poorly correlated with its other investments, or if it could not close out its positions because of an illiquid market. In addition, the Client will incur transaction costs, including trading commissions, in connection with its futures transactions, and these transactions could significantly increase the Client’s investment turnover rate. There is no assurance that a liquid secondary market will exist for futures contracts or options purchased or sold, and the Client may be required to maintain a position until exercise or expiration, which could result in losses. Many futures exchanges limit the amount of fluctuation permitted in contract

prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit. Contract prices could move to the daily limit for several consecutive trading days permitting little or no trading, thereby preventing prompt liquidation of futures and options positions and potentially subjecting the Client to substantial losses. Currently, the Adviser does not utilize futures contracts. 15. Reliance on Mr. Amit Wadhwaney. The Adviser relies heavily on the services of Amit Wadhwaney. Mr. Wadhwaney serves as the portfolio manager for the Clients and is primarily responsible for the Clients’ investment decisions. Should Mr. Wadhwaney determine to discontinue managing the affairs of, or withdraw from, the Investment Manager, or should Mr. Wadhwaney die, be incapacitated or, for some other reason, be unable to effectively manage the affairs of the Investment Manager, the business and results of the operations of the Clients may be adversely affected and an Investor’s withdrawal terms may be altered. 16. Short Sales. Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on a Client’s Account. A short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase. Currently, the Adviser does not utilize short sales. 17. Cybersecurity Breaches and Identity Theft. The Adviser’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by its professionals, power outages, and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. Although the Adviser has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time, or cease to function properly, the Adviser will take reasonable measures to fix or replace them, as necessary. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser’s operations and result in a failure to maintain the security, confidentiality, or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm the Adviser’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. The Adviser also extensively utilizes outside service providers to manage and store sensitive electronic data and communications. Each service provider is expected to do their own technology testing (including penetration testing where appropriate) and act upon any findings uncovered. The Adviser will periodically reach out to these service providers to request information on any data breaches discovered, as well as validation that their systems have been tested.

18. Hedging Transactions. The Adviser may utilize a variety of financial instruments such as derivatives, options, swaps, caps and floors, futures, and forward contracts for both risk management and general investment and speculation purposes. With respect to the Adviser’s risk management and hedging transactions, there can be no assurances that a particular hedge is appropriate, or that a certain risk is measured properly. Further, while the Adviser may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risks than if they did not engage in any such hedging transactions. In addition, the Adviser may choose not to enter into hedging transactions with respect to some or all of their positions. Currently, the Adviser does not utilize hedging transactions. 19. Non-U.S. Securities. The Adviser has invested in and intends to continue to evaluate opportunities to invest in foreign securities. Investing in securities of non-U.S. governments and companies that are generally denominated in non-U.S. currencies and utilization of options, futures, and options on futures on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the U.S. government or U.S. companies. These considerations include: changes in exchange rates and exchange control regulations; political and social instability; expropriation; imposition of foreign taxes; less liquid markets and less available information than is generally the case in the U.S.; higher transaction costs; foreign government restrictions; less government supervision of exchanges, brokers, and issuers; greater risks associated with counterparties and settlement; difficulty in enforcing contractual obligations; lack of uniform accounting; and auditing standards and greater price volatility. 20. U.S. Government Securities. The Adviser may invest the Clients in U.S. Government securities. Generally, these securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. Government agencies, instrumentalities, or sponsored enterprises. U.S. Government securities also include Treasury receipts and other stripped U.S. Government securities, where the interest and principal components of stripped U.S. Government securities are traded independently. These securities are subject to market and interest rate risk. The Adviser may also invest the Clients in zero coupon U.S. Treasury securities and in zero coupon securities issued by financial institutions, which represent a proportionate interest in underlying U.S. Treasury securities. A zero-coupon security pays no interest to its holder during its life, and its value consists of the difference between its face value at maturity and its cost. The market prices of zero-coupon securities generally are more volatile than the market prices of securities that pay interest periodically. 21. Small- to Medium-Capitalization Companies. The Adviser has, on occasion, invested in, and intends to continue to evaluate opportunities to invest in, the stocks of companies with small- to medium-sized market capitalizations. While the Adviser believes these investments often provide significant potential for appreciation, investments in smaller-capitalization stocks may involve higher risks than do investments in stocks of larger companies. For example, prices of such stocks are often more volatile than prices of large17

capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks. 22. Effects of Health Crises and Other Catastrophic Events. Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbances, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on the Clients’ investments and the Firm’s operations and employees. For example, any preventative or protective actions that governments may take in respect to such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for certain Client investments. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Firm and other service providers could be reduced, delayed, suspended, or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. 23. International Conflicts and Geopolitical Events. War and other international conflicts, such as the those afflicting the Middle East and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Clients or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Clients. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Client to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Client intends to pursue, all of which could adversely affect the Client’s ability to fulfill its investment objectives. 24. Business Continuity. Various force majeure events, including acts of God, natural disasters such as fire, flood or earthquakes, wars, terrorist acts, outbreaks of infectious disease, epidemics, pandemics or other serious public health concerns, cyber-attacks, technology and/or power failures, labor strikes, or

geopolitical or other extraordinary, or other unforeseen circumstances or events, may materially disrupt the Advisory Clients’ business and operations, or the business and operations of any counterparty or service provider to the Advisory Clients, and the Advisory Clients may be adversely affected thereby. For example, if a significant number of the Firm’s personnel were to be unavailable in a force majeure event (such as war, terror attack or an outbreak of infectious disease), the Firm’s ability to effectively conduct the Advisory Clients’ business could be severely compromised. In addition, the cost to the Firm of repairing or replacing damaged assets or systems resulting from such force majeure event could be considerable. While the Firm has adopted certain policies and procedures designed to restore and/or continue its business and operations in such situations, there is no guarantee that such policies and procedures will be effective in any of such situations or will be implemented in time, and the Advisory Clients may be adversely affected thereby. 25. Regulatory/Legislative Developments Risk. Regulators and/or legislators may promulgate rules or pass legislation that place restrictions on, adds procedural hurdles to, affects the liquidity of, and/or alters the risks associated with certain investment transactions or the securities underlying such investment transactions. Such rules/legislation could adversely affect the value associated with such investment transactions or underlying securities. Future legal, tax and regulatory changes could occur that may adversely affect business and require additional reporting for registered investment advisors. The SEC, other regulators and self-regulatory organizations and exchanges have taken various extraordinary actions in connection with market events and may take additional actions. Registered investment advisers may also be adversely affected by changes in the enforcement or interpretation of existing laws, rules and regulations, including tax laws, by federal, state and non-U.S. agencies, courts, authorities or regulators. 26. Privacy and Data Protection Law Compliance Risk. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations (“Privacy Laws”) in the United States, Europe and elsewhere could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of the Firm, the Clients and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties, which could materially and adversely affect the results of operations and overall business, as well as having a negative impact on reputation and performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for Moerus and its Clients are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Effective June 2026, amendments to Regulation S‑P require certain financial institutions to develop, implement, and maintain written policies and procedures for an incident response program reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information. The amendments also require, subject to limited exceptions, that covered institutions provide notice to individuals whose sensitive customer information was accessed or is

reasonably likely to have been accessed or used without authorization. Under the amended Regulation S‑P, Moerus is a covered institution and is in the process of adopting policies and procedures designed to comply with these requirements. 27. Anti-Money Laundering and Anti-Terrorism Requirements. Many companies in the Financial Services Sector are required to implement the various applicable anti-money laundering or anti-terrorism laws, rules or regulations of the U.S. or other jurisdictions and other related screening requirements. Any material failure by any of the portfolio companies to comply with anti-money laundering or anti-terrorism obligations and restrictions could result in significant fines or penalties. Such fines or penalties could have a material adverse effect on the Clients, as well as other legal and reputational consequences. 28. Economic Conditions. Changes in economic conditions, including, for example, interest rates, inflation rates, currency and exchange rates, industry conditions, competition, technological developments, trade relationships, political and diplomatic events and trends, tax laws and innumerable other factors, can affect substantially and adversely the investment performance of an Advisory Client’s account. Economic, political and financial conditions (including military conflicts and financial sanctions), or industry or economic trends and developments, may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets. Economic or political turmoil, a deterioration of diplomatic relations or a natural or man-made disaster in a region or country where the Adviser’s invests may result in adverse consequences to an Advisory Client’s account. 29. Bank Deposit Risk. Deposits maintained at a Federal Deposit Insurance Corporation (“FDIC”) insured bank are insured up to $250,000 per depositor, per insured bank, for each account ownership category, in the event of a bank failure. Any deposits over $250,000 in cash per account at a single bank may be unrecoverable in the event the bank fails. Diversifying banking relationships could serve to mitigate the potential loss of assets and available liquidity. The Adviser utilizes diversification to the extent possible to minimize bank deposit risk. 30. Social Media and Publicity Risk. The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding the Firm or its Advisory Clients could have a material and adverse effect on the value of their portfolios. 31. Artificial Intelligence and Machine Learning Risk. The emergence of recent technology developments in artificial intelligence and machine learning such as OpenAI and ChatGPT (collectively, “Machine Learning Technology”) can pose risks to the Firm. The Firm is exposed to the risks of Machine Learning Technology from both such

limited, known uses, as well as from any uses of Machine Learning Technology that may be undertaken by Firm personnel, or by third-party service providers, whether or not known to the Firm. Use of Machine Learning Technology involves the risk of inaccuracies or errors in the data utilized, may directly or indirectly create security or data risks, and may increase trademark, licensing and copyright risks. Machine Learning Technology continues to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Moerus has adopted an Artificial Intelligence (AI) policy to provide oversight of artificial intelligence and machine learning platforms, and to delineate approved and prohibited uses of AI. 32. Side Letters Risk. In connection with or as a condition to an investor’s agreement to invest in a Private Fund, the Fund or its general partner may from time to time enter into a “side letter” or similar agreement with an institutional or other investor pursuant to which the Fund or its general partner grants the investor specific rights, benefits or privileges that are not generally made available to all investors. While the ability of a Fund or its general partner to enter into a side letter or similar agreement affording preferential rights to certain investors is generally disclosed to other investors in the Fund, the terms of such “side letters” or similar agreements are generally not disclosed to other investors in the Fund, except to investors that have separately negotiated for the right to review such agreements. To date, the Fund has not entered into a side letter or similar agreement with an institutional or other investor in the Fund and currently has no intention of doing so in the future.

Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status. Moerus and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors, or associated persons of the foregoing entities. Moerus Capital LLC, the General Partner of the Private Fund, has filed a claim of exemption from registration as a commodity pool operator (“CPO”) with the United States Commodity Futures Trading Commission (“CFTC”) in connection with the Private Fund. Moerus Capital Management LLC, the Adviser to the Registered Fund, has filed a claim of exemption from registration as a CPO with the CFTC in connection with the Registered Fund. C. Material Relationships or Arrangements with Industry Participants. Moerus serves as the investment manager of the Private Fund. Moerus has material business relationships with the General Partner of the Private Fund. The Private Fund has engaged U.S. Bank to provide custodial services and Ultimus Leverpoint Private Fund Solutions LLC to provide administration services to the Fund. Moerus serves as the investment manager of the Registered Fund. Moerus has engaged Foreside Fund Services to provide distribution services to the Adviser and the Registered Fund. The Registered Fund has engaged Bank of New York Mellon as custodian and Ultimus Fund Services LLC as administrator. Additionally, the Registered Fund is a series of the Northern Lights Fund Trust IV.

D. Material Conflicts of Interest Relating to Other Investment Advisers. Moerus does not recommend or select other investment advisers for its Clients.

2) Access Persons must conduct all personal securities transactions in a manner consistent with the Code and seek to avoid both conflicts of interest and the appearance of any conflicts of interest. 3) Access Persons may not take inappropriate advantage of their positions. The Code includes, among other things, provisions relating to personal securities trading, outside business activities, the acceptance of significant gifts, reporting of certain gifts and business entertainment items, and political and charitable contributions. All Moerus employees must acknowledge annually that they understand and agree to the terms of the Code. The Code is distributed to each Access Person at the time of hire. The Code is supplemented with training materials upon hire of a new employee and periodically thereafter. personnel must provide Moerus with securities holdings reports upon commencement of employment and thereafter provide quarterly transactions reports and annual certifications of compliance with the Code on an annual basis. Personnel may not serve on the boards of for-profit enterprises without Moerus’ prior approval. Clients and prospective Clients may obtain a copy of the Code by addressing a request to Moerus’ Chief Compliance Officer, 307 West 38th Street, Suite 2003, New York, New York 10018. B. Securities in which Moerus or a Related Person has a Material Financial Interest. Neither Moerus nor any of its related persons recommends to Advisory Clients, or buys or sells for Advisory Client Accounts, securities in which Moerus or any of its related persons has a material financial interest. C. Investing in Securities that Moerus or a Related Person Recommends to Clients. Moerus, its affiliates, and its personnel may give advice or take action for their own accounts that may differ from, conflict with, or be averse to advice given or action taken for Clients. These activities may adversely affect the prices and availability of other securities or instruments held by

or potentially considered for one or more Clients. Potential conflicts also may arise because Moerus and its personnel may have investments in the Private Fund and/or the Registered Fund. Moerus has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as Clients.

Moerus selects brokers-dealers on the basis of best execution and in consideration of relevant factors, including, but not limited to: price quotes; the size of the transaction and ability to find liquidity; the broker-dealer’s promptness of execution; confidentiality considerations; the nature of the market for the financial instrument; the timing of the transaction; difficulty of execution; the broker-dealer’s expertise in the specific financial instrument or sector in which the Adviser seeks to trade on the Client’s behalf; the extent to which the broker-dealer makes a market in the financial instrument involved or has access to such markets; the broker-dealer’s skill in positioning the financial instruments involved; the broker-dealer’s financial stability; the brokerdealer’s reputation for diligence, fairness, and integrity; quality of service rendered by the brokerdealer in other transactions for Moerus; the quality and usefulness of research services and investment ideas presented by the broker-dealer or third parties; the broker-dealer’s willingness to correct errors; the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction; and other factors deemed appropriate by Moerus. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Accordingly, if Moerus concludes that the commissions charged by a broker, or the spreads applied by a dealer, are reasonable in relation to the quality of services rendered by such broker-dealer (including, without limitation, the value of the brokerage and research products or services provided by such broker-dealer), the Clients may pay commissions to, or be subject to spreads applied by, such broker-dealer that are greater than those another broker-dealer might charge or apply. Moerus maintains policies and procedures to review the quality of executions. 1. Research and Other Soft Dollar Benefits. Brokerage and research-related goods and services provided by brokers-dealers through which portfolio transactions for the Clients are executed, settled, and cleared may include, but are not limited to, research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, certain research services, and other goods and services providing lawful and appropriate assistance to Moerus in regards to the Firm’s investment decision-making responsibilities on behalf of the Clients and related accounts (collectively “soft dollar items”). Soft dollar items may be provided directly by broker-dealers, by third parties at the direction of broker-dealers or purchased on behalf of the Clients with credits or rebates provided

by broker-dealers. Soft dollar items may arise from over-the-counter principal transactions, as well as exchange-traded agency transactions. Moerus may pay a broker-dealer commissions (or markups or markdowns, with respect to certain types of riskless principal transaction) for effecting transactions in excess of that which another broker-dealer might have charged for affecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Currently, the Firm’s soft dollar program is inactive. When active, all direct and/or indirect soft dollar activities related to Clients will be limited to activities within the Section 28(e) safe harbor. The use of commissions or “soft dollars” generated by the Clients through agency and certain riskless principal transactions to pay for brokerage- and research-related products or services will fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended. Under Section 28(e), brokerage- and research-related products or services obtained with soft dollars generated by one Client may be used by Moerus to service other Clients. Soft dollars generated in respect of futures, currency and derivatives transactions, and principal transactions (that are not riskless principal transactions) do not generally fall within the safe harbor created by Section 28(e) and will be utilized only with respect to brokerage- and research-related products and services for the benefit of the account generating such soft dollars. When Moerus uses Client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Moerus may receive a benefit because it does not have to produce or pay for such products or services (unless the cost of such products or services is to be otherwise paid for by the Clients). Moerus may have an incentive to select or recommend a broker-dealer based on its interest in receiving research or other soft dollar items, rather than on the Clients’ interest in receiving most favorable execution. Moerus considers the amount and nature of research and research services, if any, provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of the Clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will Moerus make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer will not be excluded from executing transactions for the Clients because it has not been identified as providing soft dollar items. 2. Brokerage for Client Referrals. Neither Moerus nor any Related Person receives Client referrals from any broker-dealer or third party. However, from time to time, prime brokers or prospective prime brokers may assist the Private Fund in raising additional funds from investors, and representatives of Moerus may speak at conferences and programs sponsored by such brokers for investors interested in investing in private funds. Through such “capital introduction” events, prospective investors in the Private

Fund would have the opportunity to meet with Moerus. It is worth noting that attendees of such events may also, subject to eligibility, become investors in the Registered Fund. Currently, Moerus does not compensate any broker for organizing such events or for any investments ultimately made by prospective investors attending such events, nor does Moerus anticipate doing so in the future. As discussed above, subject to best execution, Moerus may consider, among other things, capital introduction and marketing assistance with respect to investors in the Private Fund in selecting or recommending brokers-dealers for such Funds. While such events and other services provided by a prime broker may influence the Adviser in deciding whether to use such broker in connection with brokerage, financing, and other activities of the Funds, Moerus will not commit to allocate a particular amount of brokerage to a broker in any such situation. 3. Directed Brokerage. Moerus may be subject to directed brokerage agreements for certain SMAs, as appropriate. If and as applicable, under certain directed brokerage arrangements, the Client is responsible for negotiating terms for their account directly with the broker-dealer. For accounts subject to directed brokerage arrangements, the Firm may not be able to aggregate trades or seek better execution services or prices from other broker-dealers. B. Trade Allocation and Aggregation Policies and Procedures. The Private Fund, the Registered Fund, and the SMAs may have similar investment objectives, programs, and strategies, and may have positions that are similar to, or may conflict or compete with, one another. The portfolio strategies employed by Moerus for its various Clients could conflict with the transactions and strategies employed by Moerus in managing other Clients and may affect the prices and availability of the securities and instruments in which certain Clients invest. Conversely, participation in specific investment opportunities may be appropriate, at times, for more than one of Moerus’ Clients. It is the policy of Moerus to allocate investment opportunities fairly and equitably over time. When it is determined by Moerus that it would be appropriate for one or more Clients to participate in an investment opportunity, Moerus will ordinarily seek to execute orders for all such investment vehicles on an equitable basis, to be allocated fairly among those accounts. The Adviser determines for which of its accounts participation in a respective investment is considered appropriate and the allocation of such investment among such accounts, taking into account, among other things, factors such as: (i) the relative amounts of capital available for new investments; (ii) relative exposure to market trends; (iii) the investment programs and portfolio positions of all such investment vehicles; (iv) whether the risk-return profile of the proposed investment is consistent with the account’s objectives; (v) the potential for the proposed investment to create an imbalance in the account’s portfolio; (vi) liquidity requirements; (vii) potentially adverse tax consequences; (viii) regulatory restrictions that would or could limit an account’s ability to participate in a proposed investment; (ix) local market restrictions and regulations as per investment size; (x) the need to adjust the risk in the account’s portfolio; (xi) transaction ticket costs and (xii) other transaction/execution-related limitations associated with allocations into a specific account. Such considerations may result in allocations among the Clients Accounts on an other than pari passu basis. Orders may be combined for the Clients, and if any order is not filled at the same price, they may be allocated on an average price basis or on any other basis deemed fair and equitable by

Moerus. Similarly, if such an order cannot be fully executed under prevailing market conditions, securities may be allocated on a basis that Moerus, the General Partner, or its affiliates consider equitable. Partial Fills/Minimum Allocations Occasionally, it will not be feasible to complete an order in a single day. If the order is partially filled, particularly in an ID Market (where each individual Advisory Client execution must be identified to the marketplace) or when local market restrictions impede allocations (i.e., minimum block sizes), it may not be possible to allocate on a strictly pro rata basis. Under these circumstances, other allocation methods may be utilized. Further, in order to not disadvantage relatively small advisory Client Accounts, the Adviser may impose a minimum share allocation per Client Account on any allocated trade. This minimum share allocation is intended to reduce the overall number of trade tickets generated by an allocated trade and therefore reduce ticket charges for the individual Client. For the avoidance of doubt, the implementation of a minimum share allocation can result in a non-pro rata allocation on any individual trade.

Private Fund Clients will receive unaudited reports of the performance of the Private Fund, at least quarterly and audited year-end financial statements annually. Moerus may also provide certain investors with more detailed information upon request. Investors in the Registered Fund will receive unaudited investment statements, at least quarterly and semi-annual financial reporting. . Moerus will provide to the Trust, reports, statistical data, and other information in such form and at such intervals as the Trust may reasonably request. The nature and frequency of reports to SMA Advisory Clients are determined by the particular needs of each client. SMA Advisory Clients open accounts directly with the qualified custodian of their choice. These custodians typically provide online access as well as periodic reports (generally including a monthly or quarterly statement). At the request of any SMA Advisory Client, Moerus will provide customized reports including, among other things, information on portfolio holdings, investment performance, and fee calculations.

Such fees are paid by Moerus, and not by the investors/Clients. Investors/Clients do not pay higher fees as a result of these arrangements. To the extent required by law, the Firm requires third parties referring investors/Clients to enter into a written agreement with Moerus. Any third party to which the Firm pays a referral fee will provide the prospective investor/Client with a statement containing the required disclosures relating to the referral arrangement. In addition, Moerus may receive investor/Client referrals from brokers providing services to the Clients. See Item 12 (“Brokerage Practices”) above.

However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to the Private Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that such Private Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Private Fund distribute its audited financial statements to all investors within 120 days of the Private Fund’s fiscal year end.

Prior to assuming discretion in managing a Client’s assets, the Adviser will enter into an IMA or other agreement that sets forth the scope of the Adviser’s discretion. Unless otherwise instructed or directed by a discretionary Client, the Adviser will have the authority to determine (i) the securities to be purchased and sold for the Client Account (subject to restrictions on its activities set forth in the applicable IMA and any written investment guidelines), and (ii) the amount of securities to be purchased or sold for the Client Account. Because of the differences in Client investment objectives and strategies, risk tolerances, tax status, and other criteria, there may be differences among Clients in invested positions and securities held. The Adviser’s portfolio manager will submit an allocation statement to the Adviser’s trading desk describing the allocation of securities to (or from) Client Accounts for each trade/order submitted. The portfolio manager may consider the following factors, among others, in allocating securities among Clients: (i) Client investment objectives and strategies; (ii) Client risk profiles; (iii) tax status and restrictions placed on a Client’s portfolio by the Client or by applicable law; (iv) size of the Client account; (v) nature and liquidity of the security to be allocated; (vi) size of available position; (vii) current market conditions; and (viii) account liquidity, account requirements for liquidity, and timing of cash flows. Although it is the Adviser’s policy to allocate investment opportunities to eligible Client Accounts on a fair basis, it should be noted that these factors may lead a portfolio manager to allocate securities to Client accounts in varying amounts. Even Client accounts that are typically managed on a pari passu type basis will, from time to time, receive differing allocations of securities on individual transactions. Allocations will be made among Client accounts eligible to participate in initial public offerings (“IPOs”) and secondary offerings on a pro rata basis, except when the Adviser determines in its discretion that a pro rata allocation is not appropriate, which may include a Client’s investment guidelines explicitly prohibiting participation in IPOs or secondary offerings and a Client’s status as a “restricted person” under applicable regulations. The Adviser may effect cross transactions between discretionary Client Accounts where it is permitted by the constituting documents, except as otherwise noted below. Cross transactions enable the Adviser to effect a trade between two Clients for the same security at a set price, thereby possibly avoiding an unfavorable price movement that may be created through entrance into the

market and saving commission costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Cross transactions between Client Accounts will not be permitted if they would constitute principal trades or trades for which the Adviser or its affiliates are compensated as a broker-dealer, unless Client consent has been obtained based upon written disclosure to the Client of the capacity in which the Adviser or its affiliates will act. In addition, cross transactions will not be permitted for benefit plans or other similar accounts that are subject to ERISA. Notwithstanding the foregoing, Moerus does not intend to effect cross trades. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines and restrictions occur, the Adviser’s error correction procedure is to ensure that Clients are treated fairly and, following error correction, are in the same position they would have been if the error had not occurred. Further, any gain that occurs as a result of a trading error in a Client Account will be left in the Client Account. The Adviser will have discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. In the event that a Client Account incurs a trade error as a result of the Adviser’s gross negligence, willful misconduct, or fraud, such trade errors will be corrected by the Adviser as soon as practicable, in a manner such that the Client incurs no loss.

Moerus’ Portfolio Manager and Chief Compliance Officer will consult with each other concerning the best method to resolve any actual or apparent conflict between the interests of Moerus and its Clients in a manner that affords priority to the interests of Moerus’ Clients. Moerus has the ability to cast proxy votes for each SMA, if instructed to do so by the account owner. Moerus has adopted a written proxy voting policy, as required by the Advisers Act. The policy provides that the Adviser will act in the best interests of its Clients, as determined by Moerus in good faith, in determining whether and how to vote on any proxy voting matter. The Adviser will classify all requests for stockholder voting authority and related proxy materials as routine (e.g., uncontested director elections, reappointment of independent audit firms, and capital structure changes that do not disadvantage our Client funds) or non-routine. Moerus’ Portfolio Manager and Chief Compliance Officer will consult with each other concerning the best method to resolve any actual or apparent conflict between the interests of Moerus and its Clients in a manner that affords priority to the interests of Moerus’ Clients. Moerus or its Clients have engaged independent third-party proxy voting services to handle the administrative mechanics and required recordkeeping related to proxy voting, as well as to provide the Firm with proxy voting recommendations. Moerus has directed these service providers to utilize their internal proxy voting guidelines in making recommendations to vote, as those guidelines may be amended from time to time but maintains the right to vote in accordance with its discretion, where it deems appropriate. Notwithstanding the foregoing, Moerus intends to review and vote each proxy in accordance with its view as to the best interests of its Clients. Investors may obtain a copy of the policy by addressing a request for such policy or information to Moerus’ Chief Compliance Officer, 307 West 38th Street, Suite 2003, New York, New York 10018, or find information on how Moerus voted certain Client securities as required by applicable law on Moerus’ website at www.moeruscap.com.