Poplar Forest Capital LLC (“Poplar Forest”) is an independent SEC-registered investment adviser formed in September 2007 with the goal of providing a select group of clients with superior investment results using a value-oriented, long-term approach to investing. Poplar Forest provides investment management services to individuals, institutions (including as a subadviser to other advisers), mutual funds, and pooled investment vehicles. The company is principally owned by J. Dale Harvey, the firm’s founder and current CEO and Chief Investment Officer; however, equity in the firm is also held by investment team members and other key personnel. Poplar Forest’s mission is to generate market beating investment results, over full market cycles, by investing in under-appreciated companies and industries. Poplar Forest accounts are primarily segmented into the following groups: Contrarian Value Equity and Contrarian Value Balanced. Contrarian Value Equity is provided through mutual funds, a private limited partnership, separate accounts, and wrap programs and model portfolio programs managed by unaffiliated investment advisers. Contrarian Value Balanced is provided through a mutual fund and is offered through separate accounts. Poplar Forest also offers traditional investment management services to a variety of clients, including individuals, trusts and foundations (collectively the “Private Wealth Management Accounts”). Assets Under Management Poplar Forest manages client assets on both a discretionary and non-discretionary basis. Model portfolio programs advised by Poplar Forest are included as non-discretionary assets. As of December 31, 2023, total assets under management were: Discretionary Assets $728,472,435 Non-Discretionary Assets $485,901,460 Total Assets $1,214,373,895 Contrarian Value Equity Accounts Poplar Forest employs a value approach to investing. Based on bottom up, fundamental analysis, we seek to identify the common stocks of underappreciated companies that we believe offer market beating long term return prospects. Contrarian Value Equity accounts may have the flexibility to invest in foreign equity securities, government and corporate debt securities, convertible securities, options, warrants, rights and other investment companies. These accounts also may hold long positions in cash, cash equivalents, and high-quality, short-term debt securities and money market instruments for temporary defensive purposes. Contrarian Value Equity accounts are segmented into two sub-strategies: the Partners Strategy and the Fusion Strategy. Both sub-strategies take a value approach to investing. Differences between the sub-strategies are highlighted below: March 28, 2024 Page | 5 Partners Strategy
• The Partners Strategy is benchmarked to the S&P 500 Index and opportunistically allocates capital across large, mid and small cap companies, with generally no more than 15% of an account’s value comprised of companies with a market capitalization below $2.5 billion.
• Cash and equivalents will generally comprise no more than 25% of an account’s value.
• The portfolio will generally hold 25-35 companies with one or more of the following characteristics: (i) an investment grade debt rating, (ii) a history of paying common stock dividends, and (iii) a market capitalization among the top 1,000 companies in the United States. Some accounts may invest a limited amount of capital in stocks that have market capitalizations that are less than the 1,000th largest company.
• Accounts are managed in a tax sensitive manner.
• J. Dale Harvey is the lead portfolio manager; Derek S. Derman, CFA, serves as co-portfolio manager Fusion Strategy
• The Fusion Strategy is benchmarked to the Russell 1000® Value Index (the “Index”). It leverages the fundamental research process of the Partners Strategy and adds a quantitative optimization process, relative to the Index, to guide both (i) which Poplar Forest researched and approved equity securities to hold in the portfolio and (ii) the position sizes, or weights, for each equity security in the portfolio.
• This optimization methodology attempts to create an investment efficient frontier for the portfolio’s holdings in order to maximize returns without increasing risk. As it requires the holdings and weightings to be optimized at least monthly, it should be expected that the portfolio will have a higher turnover than the Partners Strategy. The strategy’s optimization process is focused on risk and returns, not tax efficiency.
• Cash and equivalents will generally comprise less than 1% but no more than 5% of an account’s value.
• The portfolio will generally hold 25-40 companies with one or more of the following characteristics: (i) an investment grade debt rating, (ii) a history of paying common stock dividends, and (iii) a market capitalization among the top 1,000 companies in the United States.
• Derek S. Derman, CFA, serves as portfolio manager; J. Dale Harvey serves as co-portfolio manager. Contrarian Value Balanced

Accounts Contrarian Value Balanced accounts hold a balanced portfolio of equity and debt securities and are managed using a long-term approach to security selection. Investments are generally made with an intended investment horizon of three years, although individual investments may be held for shorter or longer time periods. Weightings between equity and fixed income securities are tactically allocated based on prospective return potential and risk factors, although equity exposure will not generally exceed 80% of net assets. Balanced Strategy
• The Balanced Strategy seeks to achieve current income and long-term growth of capital.
• Equity securities include common stocks (including shares of medium-sized companies), foreign equity securities, convertible securities, options, and shares of other investment companies, including mutual funds and exchange traded funds (“ETFs”). March 28, 2024 Page | 6
• Equity securities will generally be selected based on qualitative analysis, with individual positions no larger than 4% of the portfolio at time of purchase.
• Dividend paying companies with investment grade credit ratings are the primary focus of the equity investments.
• Fixed income securities include government and agency debt, inflation-protected securities, asset-backed securities, shares of other investment companies, including mutual funds and ETFs, exchange-traded notes, convertible securities, floating rate securities, mortgage- backed securities, municipal debt, and the debt of companies across a wide range of industries. These securities may be of any maturity and duration, including securities rated below investment grade (i.e., “junk bonds”).
• J. Dale Harvey is the lead portfolio manager; Derek S. Derman, CFA, serves as co-portfolio manager. Private Wealth Management (“PWM”) Accounts Through its PWM Accounts, Poplar Forest offers discretionary and, in very limited instances, non- discretionary investment advisory services to individuals, trusts and foundations. Typically, these investment advisory services include advice on structuring clients’ portfolios based on their unique objectives (such as return requirements and risk tolerance) and circumstances (such as time horizon, liquidity/income needs, and tax and legal considerations). We generally work with our clients to establish broad investment policy guidelines for investments suitable for their portfolios, based upon their investment objectives and unique circumstances. These client objectives, circumstances, and investment policy guidelines are documented and reviewed with clients at the beginning of, and periodically throughout, the client relationship. Poplar Forest strives to align portfolio holdings with the goals and objectives of each individual client using individual securities, bonds, ETFs and mutual funds. While Poplar Forest analyzes and develops new investment recommendations using strategies generally employed across its other portfolios (see Investment Strategies in Item 8 below), PWM clients typically have discrete investment objectives, and Poplar Forest bases its advice on the specific needs of the individual client. The client can restrict the investment choices. Poplar Forest typically recommends that PWM Accounts invest in one or more mutual funds managed by Poplar Forest in accordance with one of the strategies described above. Poplar Forest will exclude the values of such investments when calculating the fees to be charged to the PWM Account. Furthermore, Poplar Forest addresses the inherent conflict of interest by making such recommendations based solely on the best interests of the PWM Account, after analyzing the appropriateness and suitability of the proposed fund investment. J. Dale Harvey and Christopher E. Morphy are the supervising portfolio managers and wealth counselors for the PWM Accounts. Each PWM Account is managed by a wealth counselor. Wrap Programs Poplar Forest manages accounts in wrap fee programs sponsored by other financial services firms. As part of these programs, the client generally pays a single bundled fee to the company offering the wrap fee program, instead of paying separately for Poplar Forest’s advisory services, commissions on transactions, custodian fees, and other transaction-related fees. The company sponsoring the program then pays Poplar Forest a portion of the wrap fee for Poplar Forest’s investment management services. March 28, 2024 Page | 7 While Poplar Forest chooses the investments and manages the accounts of clients in the wrap fee programs the same way it manages other client accounts, the program sponsor is responsible for confirming each wrap client’s investment objectives and determining the investment strategy best suited for the wrap client. Communication with the wrap client is generally limited to the program sponsor, unless the wrap client requests otherwise. Because wrap program sponsors are usually offered by or connected with a broker-dealer, Poplar Forest will use that broker-dealer when placing trades for those accounts so as not to incur additional trading costs. Poplar Forest’s trading practices, described below under Brokerage Practices -- Item 12, may also affect wrap fee clients.