Gibraltar Capital Management, Inc.

Item 1: Cover Page Gibraltar Capital Management, Inc. Form ADV Part 2A Investment Adviser Brochure 7304 S. Yale Avenue Tulsa, OK 74136 (918) 492-4209 (Phone) (918) 561-6203 (Fax) www.gcmwealth.com March 2026 This Brochure provides information about the qualifications and business practices of Gibraltar Capital Management, Inc. (“we,” “us,” “our”). If you have any questions about the contents of this brochure, please contact McCrary “Mac” Lowe, Vice President and Chief Compliance Officer, at (918) 492-4209 or info@gcmwealth.com. Additional information about our Firm is also available at www.adviserinfo.sec.gov. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. We are a registered investment adviser. Please note that use of the term “registered investment adviser” and a description of the Firm and/or our employees as “registered” does not imply a certain level of skill or training. For more information on the qualifications of the Firm and our employees who advise you, we encourage you to review this Brochure and the Brochure Supplement(s).  Item 2: Summary of Material Changes In this Item of Gibraltar Capital Management, Inc.’s (Gibraltar or the “Firm,” “we,” “us,” “ours,”) Form ADV 2, we are required to discuss any material changes that have been made to Form ADV since the last Annual Amendment. Material Changes since the Last Update Since the filing of our Annual Amendment on March 31, 2025, we have the following material change to report: • We rewrote Forms ADV 2A and 2B, and as such, will deliver these documents in their entirety to all clients. Annual Update You will receive a summary of any material changes to our Form ADV brochure within 120 days of our fiscal year end. We may also provide updated disclosure information about material changes on a more frequent basis. Any summaries of changes will include the date of the last annual update of the ADV. The Supplement to our Form ADV Brochure (Form ADV Part 2B) provides you with information regarding our employees that provide investment advice. Full Brochure Available Our Form ADV may be requested at any time, without charge by contacting McCrary “Mac” Lowe, Vice President and Chief Compliance Officer at (918) 492-4209 or info@gcmwealth.com. Additional information about the Firm is also available via the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any employees affiliated with the Firm who are registered as investment advisor representatives. 2  Item 3: Table of Contents Item 1: Cover Page .......................................................................................................................... 1 Item 2: Summary of Material Changes ........................................................................................... 2 Item 4: Advisory Business ............................................................................................................... 4 Item 5: Fees and Compensation ..................................................................................................... 8 Item 6: Performance-Based Fees and Side-by-Side Management ............................................... 13 Item 7: Types of Clients ................................................................................................................. 14 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ........................................ 15 Item 9: Disciplinary Information ................................................................................................... 18 Item 10: Other Financial Industry Activities and Affiliations ........................................................ 19 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . 21 Item 12: Brokerage Practices ........................................................................................................ 23 Item 13: Review of Accounts ........................................................................................................ 26 Item 14: Client Referrals and Other Compensation ..................................................................... 27 Item 15: Custody ........................................................................................................................... 28 Item 16: Investment Discretion .................................................................................................... 30 Item 17: Voting Client Securities .................................................................................................. 31 Item 18: Financial Information ..................................................................................................... 32 3  Item 4: Advisory Business Firm Information This Disclosure Brochure (“Form ADV Part 2”) provides information regarding the qualifications, business practices, and the advisory services provided by Gibraltar Capital Management, Inc. (“Gibraltar,” or the “Firm”, “we”, “us”, “ours”). We are a federally Registered Investment Adviser with the U.S. Securities and Exchange Commission (“SEC”). We were founded in 2002 by James Redman President and McCrary “Mac” Lowe Vice President and Chief Compliance Officer, who remain the principals of the Firm. Types of Advisory Services Our primary business is managing our clients’ investment portfolios on a discretionary basis, but the Firm, either with its own personnel, or through affiliated entities, also provides the following services to our clients: Insurance coordination and evaluation • Privately held business consulting • Financial and estate planning • Bookkeeping and accounting services • Tax planning and preparation assistance • Banking and credit advice • • Philanthropy, foundation, and charitable support • Financial education for younger family members of clients • Consulting on the investment allocation in employer-sponsored retirement plans We review each client's current financial situation and prepare ongoing recommendations in accordance with the client's goals and objectives. In making investment decisions on behalf of the client, we rely on input from our clients, obtained through written and verbal consultations. We tailor our investment portfolios to the individual needs of clients by educating ourselves on each client’s financial circumstances and preferences, and applying the following principles: • Active Management: We assemble a high-quality portfolio while actively surveying the investment landscape for new opportunities. We do not believe that active management requires excessive trading. In fact, we strive to limit the turnover in our portfolio once it is constructed. • Total Return: After adjusting for the effects of taxes, we view the returns generated from both income and capital gains as identical. 4  • Tax Efficiency: Taxes are an unavoidable obstacle for our clients. Our goal is to minimize taxes whenever possible. However, we will not allow taxes to drive investment decision making. We believe paying more taxes is a sign of financial success, not failure. • Long-Term Perspective: We maintain a long-term investing perspective for our clients. After a thorough review of our client’s financial foundation, our portfolios are intended to be held for a minimum of five years. In fact, many of our clients desire portfolios that are structured with multi-generational time frames. Consequently, we are not market timers. • Value Style: Our objective is to invest in companies that appear undervalued when compared to the worth of the underlying business. We think critically of fads and fashionable investment trends. Frequently, our initial research screens highlight out-of- favor companies and compel us to investigate further. • Research Initiative: Our investment process is driven by a fundamental understanding of the economy, business cycles, and current events. We conduct extensive market and company- specific research in-house. To aid us in our decision making, we have access to third party research to act as both a filter and a sounding board for investment ideas. Lastly, we employ state-of-the-art technology to assist us in assessing investment opportunities and unveiling risks. Tax Preparation Services We also provide tax preparation services on a standalone basis to clients who are and are not investment management clients. Business Consulting We also provide business consulting services on general management and executive leadership. Details of this service agreed upon with the client and are specifically outlined in a separate agreement. Private Funds We act as investment adviser to four private funds: GCM Opportunities Fund I, LLC (referred to in the rest of this brochure as “GCM I,”), GCM Opportunities Fund II, LLC ("GCM II"), GCM Opportunities Fund III, LLC (“GCM III"), and GCM Opportunities Fund IV, LLC (“GCM IV"), collectively referred to as "the Funds.” The Funds are focused on alternative investment opportunities which include (i) direct investment in real estate and development properties and projects, (ii) indirect investment in real estate through investment in other business entities holding the real property, (iii) small entity financing, (iv) hard assets, and (v) other assets. The Firm, in its capacity as investment adviser to the Funds, is responsible for implementing and carrying out each Fund’s investment program in accordance with the investment strategy and objectives disclosed in the private placement memoranda (hereinafter, the “the PPMs”). As such, we are responsible for the selection of all real estate and other investments. 5  Wholly owned subsidiaries of the Firm, GCM AIM, LLC, GCM AIM III, and GCM AIM IV LLC, serve as managers of the Funds and in this capacity supervise the day-to-day operations of the Funds, (referred to in the remainder of this brochure as “the GCM Managers”). The Funds are exempt from registration under the Securities Act of 1933 as well as the Investment Company Act of 1940. Accordingly, interests in the Funds are offered exclusively to investors that meet specific eligibility and suitability requirements required to satisfy such exemptions. Tailored Relationships We tailor investment advisory services to the individual needs of the client. Our clients are allowed to impose restrictions on the investments in their account. All limitations and restrictions placed on accounts must be presented to us in writing. Wrap Fee Programs A “wrap-fee” program is one that provides the client with advisory and brokerage execution services for an all-inclusive fee. The client is not charged separate fees for the respective components of the total service. We do not sponsor, manage, or participate in a Wrap Fee Program. Fiduciary Statement We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act, (“ERISA”) and/or the Internal Revenue Code, (“IRC”), as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. We must take into consideration each client’s objectives and act in the best interests of the client. We are prohibited from engaging in any activity that is in conflict with the interests of the client. We have the following responsibilities when working with a client: • To render impartial advice; • To make appropriate recommendations based on the client’s needs, financial circumstances, and investment objectives; • To exercise a high degree of care and diligence to ensure that information is presented in an accurate manner and not in a way to mislead; • To have a reasonable basis, information, and understanding of the facts in order to provide appropriate recommendations and representations; • Disclose any material conflict of interest in writing; and • Treat clients fairly and equitably. 6  Regulations prohibit us from: • Employing any device, scheme, or artifice to defraud a client; • Making any untrue statement of a material fact to a client or omitting to state a material fact when communicating with a client; • Engaging in any act, practice, or course of business which operates or would operate as fraud or deceit upon a client; or • Engaging in any manipulative act or practice with a client. We will act with competence, dignity, integrity, and in an ethical manner, when working with clients. We will use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. Assets Under Management As of December 31, 2025, we managed approximately $1,348,981,020 in client assets, $1,343,948,875 managed on a discretionary basis, and $5,032,145 on a non-discretionary basis. 7  Item 5: Fees and Compensation We base our fees on a percentage of assets under management or hourly which are described below. Compensation – Investment Management Services Investment Management fees are typically charged as follows: Assets Under Management First $1,000,000 Next $2,000,000 Annual Fee 1.10% 1.00% Next $2,000,000 0.80% Next $5,000,000 Next $15,000,000 0.60% 0.50% Over $25,000,000 Negotiable Fees are billed in one of two ways, each of which is disclosed in the client agreement: • Quarterly in arrears based on the amount of assets managed, including cash as of the close of business on the last business day of the previous quarter as valued by the custodian, or • Quarterly in arrears based on the average daily balance, including adjustments for deposits and withdrawals during the quarter, including cash as valued by the custodian. Compensation – Tax Preparation Services Tax Preparation fees are charged based on hourly rates, depending on the experience of the employee providing the service and the nature and complexity of each client’s circumstances. Compensation – Business Consulting Business Consulting fees are charged based on hourly rates, depending on the experience of the employee providing the service and the nature and complexity of each client’s circumstances. Calculation and Payment The specific manner in which we charge fees is established in a client’s written agreement with us. Clients may elect to be invoiced directly for fees or to authorize us to directly debit fees from client accounts. In no case will more than $1,200 be collected from the client more than 6 months in advance. Agreement Terms Either party may terminate an agreement at any time by notifying the other in writing. 8  If the client made a payment in arrears, we would collect any earned yet unpaid fees. Cash Balances Some of your assets may be held as cash and remain uninvested. Holding a portion of your assets in cash and cash alternatives, i.e., money market fund shares, may be based on your desire to have an allocation to cash as an asset class, to support a phased market entrance strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to pay fees or to provide for asset protection during periods of volatile market conditions. Your cash and cash equivalents will be subject to our investment advisory fees unless otherwise agreed upon. You may experience negative performance on the cash portion of your portfolio if the investment advisory fees charged are higher than the returns you receive from your cash. Retirement Plan Rollover Recommendations As part of our investment advisory services to our clients, we may recommend that clients roll assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will advise on the client’s behalf. We may also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts. If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge the client an asset-based fee as set forth in the advisory agreement the client executed with our firm. This creates a conflict of interest because it creates a financial incentive for our firm to recommend the rollover to the client (i.e., receipt of additional fee-based compensation). Clients are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if clients do complete the rollover, clients are under no obligation to have the assets in an IRA advised on by our firm. Due to the foregoing conflict of interest, when we make rollover recommendations, we operate under a special rule that requires us to act in our clients’ best interests and not put our interests ahead of our clients.’ Under this special rule’s provisions, we must: • meet a professional standard of care when making investment recommendations (give prudent advice); • never put our financial interests ahead of our clients’ when making recommendations (give loyal advice); • avoid misleading statements about conflicts of interest, fees, and investments; • follow policies and procedures designed to ensure that we give advice that is in our clients’ best interests; • charge no more than a reasonable fee for our services; and • give clients basic information about conflicts of interest. 9  Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, clients should consider the costs and benefits of a rollover. Note that an employee will typically have four options in this situation: 1. leaving the funds in the employer’s (former employer’s) plan; 2. moving the funds to a new employer’s retirement plan; 3. cashing out and taking a taxable distribution from the plan; or 4. rolling the funds into an IRA rollover account. Each of these options has positives and negatives. Because of that, along with the importance of understanding the differences between these types of accounts, we will provide clients with a written explanation of the advantages and disadvantages of both account types and document the basis for our belief that the rollover transaction we recommend is in your best interests. General Information on Compensation and Other Fees In certain circumstances, fees, account minimums, and payment terms are negotiable depending on client’s unique situation – such as the size of the aggregate related party portfolio size, family holdings, low-cost basis securities, or certain passively advised investments and pre-existing relationships with clients. Certain clients may pay more or less than others depending on the amount of assets, type of portfolio, or the time involved, the degree of responsibility assumed, complexity of the engagement, special skills needed to solve problems, the application of experience and knowledge of the client’s situation. Existing clients may have been grandfathered in from a lower fee schedule. We customarily cover brokerage commissions, transaction fees, and wire transfer fees, at our discretion. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to our fees, and we shall not receive any portion of these commissions, fees, and costs. All fees paid to us for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds to their shareholders. These fees and expenses are described in each fund’s prospectus. These fees will generally include a management fee, other expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. 10  A client could invest in a mutual fund directly, without our services. In that case, the client would not receive our services, which are designed, among other things, to assist the client in determining which mutual funds are most appropriate to each client’s financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and the fees charged by us to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Clients should note that similar advisory services may (or may not) be available from other registered investment advisers for similar or lower fees. Mutual Fund Share Class Selection Similar investment management services may (or may not) be available from other investment advisers for a lower fee. Investment management fees, which include investment management and transaction costs, may be more or less costly than paying for the services separately, depending upon the investment advisory fees charged, the number of transactions for the account, the mutual fund share class you purchase and the underlying 12(b)-1 fee, and the level of brokerage and other fees that would be payable if you obtained the services available individually. Compensation – Private Funds A summary of the fees paid by the Funds is provided below. Investors and/or potential investors should review the Private Placement Memorandum (PPM) for specific information on fees and expenses. The Firm receives investment advisory fees ranging from 1.00% to 1.20% on an annualized basis from the Funds. The advisory fee is payable quarterly in arrears based upon the investors’ equity interest in the Fund. Fees are debited from the accounts of the Funds. There exists an apparent conflict of interest regarding investments in the Funds made by investors who are also separately managed account clients in that the fees charged by the Funds could exceed those charged for separate account management. In addition, the Firm could recommend investments in the Funds, when an investment in a non-affiliated fund may be more suitable. The Firm evaluates the suitability of all potential investors, including current clients of the Firm and makes recommendations to invest in the Funds irrespective of any fee differential or affiliation that exists. The Firm’s wholly owned subsidiaries, the GCM Managers, act as the managers of the Funds, and receive a carried interest of twenty percent (20%) of the cash and/or property available for distribution to investors in the Funds after such investors receive a preferred return and return of all capital contributions. Cash and/or property available for distribution shall be determined on an annual basis. Fees paid by the Funds are not negotiable. 11  The Funds are also responsible for paying or reimbursing the GCM Managers all reasonable costs and expenses (including, but not limited to, fees and expenses of counsel and accountants). 12  Item 6: Performance-Based Fees and Side-by-Side Management At this time, we do not engage in performance-based fee arrangements for our managed accounts. As referenced above, our wholly owned subsidiaries, the GCM Managers, receive a carried interest in the cash and/or property available for distribution to investors above a certain threshold. Any potential conflicts of interest that could arise from side-by-side management of our managed accounts and the Funds are mitigated by the fact that the investment mandate of the Fund calls for investments primarily in non-traded real estate assets while our managed account strategies utilize liquid securities traded on major exchanges or over the counter. From time to time, we make recommendations to managed account clients to invest in the Funds. Since the Funds pay affiliates of the Firm performance fees, there is a conflict because we stand to earn those additional fees if clients are directed to so invest. We make recommendations that are in the best interests of clients, irrespective of any differential in potential fees the Firm or its affiliates earn. To the extent clients invest in the Funds, no additional management fees are due. While the Funds have the same or similar investment mandates, in the event one of the Funds were to sell any of their existing real estate assets, to the extent proceeds of such sale were not distributed to investors, there could be a scenario where further investments could be made by that Fund that would also be suitable for another Fund. The Firm and the GCM Managers are committed to allocating such investment opportunities in a fair and equitable manner among the Funds, without regard to any potential fee differential or differences in investor composition. 13  Item 7: Types of Clients Types of Clients We provide portfolio management services to individuals, high-net-worth individuals, pension and profit-sharing plans, foundations and charities, private funds or pools, and other institutional clients. Account Minimums Generally, the minimum total accounts value is $500,000 per household or institutional client. This figure is used as a guideline only; all minimum requirements are subject to negotiation at the sole discretion of the Firm. Investors in the Funds are required to meet regulatory requirements as provided in the offering documents and invest a minimum of one hundred thousand dollars ($100,000). The Manager of the Fund may, in its sole discretion, accept commitment levels of less than $100,000. 14  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis - Managed Accounts We identify potential investments on a case-by-case basis through a fundamental appraisal of company-specific information. We observe value in a company when the market price of its securities is appreciably less than the intrinsic value of the operation as a whole. We identify these anomalies in U.S. and global financial markets through intensive proprietary research, advanced analytical tools, and an extensive network of like-minded contacts. We utilize an active management style, searching for catalysts that may unlock unrealized values, but is not over-active, often holding stocks for several years rather than risking the clients' futures trying to time the market. While providing significant upside potential, the value strategy technique is focused on minimizing risk in every market environment. Our approach generally leads us to companies with low investor expectations and depressed stock prices, which means negative developments cause little further price decline while positive events promise substantial rewards. Investment Strategies Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs, and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. Methods of Analysis - Private Funds The Funds' investment objective is to provide investors with investment opportunities that create income and/or allow for long-term capital appreciation. Additional goals are to provide an inflation hedge and take advantage of the current interest rate environment. The investment objective calls for making strategic investments primarily in real estate located in Oklahoma and surrounding states. However, the Funds have a broad investment mandate and may invest in a variety of securities and investments. Investment in the Funds is illiquid and involves a high degree of risk. The PPMs for the Funds contain a detailed discussion of the investment strategies and material risks associated with the Funds. Using various inputs, we provide valuation reports to Fund investors on an annual basis in addition to arranging for the creation of audited financial statements. 15  Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments involve the risk of loss, including (among other things) loss of principal, a reduction in earnings (including interest, dividends, and other distributions), and the loss of future earnings. Although we manage assets in a manner consistent with your investment objectives and risk tolerance, there can be no guarantee that our efforts will be successful. You should be prepared to bear the following risks of loss: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Market Risk: The price of a security, bond, or mutual fund may drop in reaction to • tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar next year will not buy as much as a dollar today, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties (i.e., non-traded REITs and other alternative investments) are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • Cybersecurity Risk: A breach in cyber security refers to both intentional and unintentional events that may cause an account to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause an account to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures, and/or financial loss. 16  • Pandemic Risk: Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption. • Custodial Risk: This risk is the probability that a party to a transaction will be unable or unwilling to fulfill its contractual obligations either due to technological errors, control failures, malfeasance, or potential regulatory liabilities. In addition to general market risks, a value investing strategy is associated with the following risks: • Out-of-favor securities often remain out-of-favor for extended periods. Therefore, contrarian value investing is a long-term investment strategy and utilizing a short time frame may result in significant losses. • A cheap historical price may make a security appear to be a value when in fact the fundamentals are deteriorating faster than the price is adjusting. This could result in a miscalculation of the intrinsic value of an investment. • Other investment strategies may outperform a value investing strategy for substantial periods resulting in an opportunity cost. 17  Item 9: Disciplinary Information We are required to disclose all pertinent facts regarding any legal, regulatory, or disciplinary events that would be material to your evaluation of the Firm or the integrity of our management. There are no events which are disclosable related to this Item. 18  Item 10: Other Financial Industry Activities and Affiliations We are required to disclose to our clients any relationship or arrangement with certain related persons that is material to our advisory business. Financial Industry Activities We are not registered as a broker-dealer, and none of our management persons are registered representatives of a broker-dealer. Neither we, nor any of our management persons, are registered as (or associated with) a futures commissions merchant, commodity pool operator, or a commodity trading advisor. Private Funds As described throughout this brochure, we act as investment adviser to the Funds, private investment funds. The Firm’s wholly owned subsidiaries, the GCM Managers, act as the managers of the Funds. The same individuals make up the executive management of both the Firm and the GCM Managers. These individuals could have a conflict in allocating management time, services, and other functions between management of the Fund and management of the other advisory activities of the Firm. The PPMs for the Funds disclose certain additional conflicts of interest specific to Fund investors. Other Activities James E. Redman serves as a trustee for certain trusts that are also clients of the Firm. In addition, he serves on the board of directors of a bank owned in part by those trusts. While this relationship presents an apparent conflict that we could favor these clients over others because of James E. Redman’s control relationship with these clients, the allocation of investment opportunities among clients is based on objective suitability standards, irrespective of any affiliations that exist. James E. Redman and McCrary “Mac” O. Lowe also engage in outside business activities including real estate ventures and other operating businesses, including business consulting firm referenced in Item 5 above. Their priorities are the interests of their advisory clients and therefore devote a substantial amount of time to their advisory activities at the Firm. The time spent on these related and outside activities does not represent a material conflict of interest. Lawyer or Law Firm Certain of our Investment Advisor Representatives are Attorneys. They do not practice law outside of their roles at the Firm. Accountant or Accounting Firm Certain of our registered persons are Certified Public Accountants (CPAs). They do not practice traditional accounting outside of their roles at the Firm. 19  Other Investment Advisors We do not recommend or select other investment advisors for our clients. 20  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Our employees must comply with a Code of Ethics and Statement for Insider Trading (the “Code”). The Code describes our high standard of business conduct, and fiduciary duty to our clients. The Code’s key provisions include: Statement of General Principles • Policy on and reporting of Personal Securities Transactions • A prohibition on Insider Trading • Restrictions on the acceptance of significant gifts • Procedures to detect and deter misconduct and violations • Requirement to maintain confidentiality of client information Our employees must acknowledge the terms of the Code at least annually, and any employee not in compliance with the Code may be subject to termination. We will provide a copy of our Code upon request. Participation or Interest in Client Transactions – Personal Securities Transactions Both the Firm and our employees may buy or sell securities identical to those recommended to clients for their personal accounts. The Code, described above, is designed to assure that the personal securities transactions, activities, and interests of the employees of the Firm will not interfere with (i) making decisions in the best interest of clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code certain classes of securities, primarily mutual funds, have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of our clients. In addition, the Code requires pre-clearance of many transactions. Nonetheless, because the Code in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. The Firm may maintain a list of restricted securities that employees may not purchase or sell based upon having (or possibly having) access to inside information. Employee trading is continually monitored under the Code and designed to reasonably prevent conflicts of interest between the Firm and our clients. Participation or Interest in Client Transactions and Principal/Agency Cross Trades Our employees may invest in the Funds where the Firm has a material financial interest, as wholly owned subsidiaries of the Firm act as managers of these Funds. All such investments are subject to the Firm’s Code of Ethics and compliance policies designed to mitigate conflicts of interest. We do not affect any principal or agency cross securities transactions for client accounts. 21  Client-to-Client Cross Trades From time to time, the Firm may effect transactions in which securities are bought or sold directly between advisory client accounts (“cross trades”). In these transactions, the Firm acts solely in its capacity as an investment adviser to both clients, does not act as a broker-dealer, and does not receive transaction-based compensation. Prices for cross trades are generally based on independent market information, such as quotes obtained from unaffiliated broker-dealers or other objective pricing sources. Cross trades present a conflict of interest because the Firm represents both the buying and selling clients in the same transaction, which the Firm seeks to address by ensuring that the terms of the transaction are fair and reasonable to each client and consistent with its fiduciary duty. Participation or Interest in Client Transactions – Aggregation We and our employees may trade in the same securities with client accounts on an aggregated basis when consistent with our obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. We will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions will be explained on the order. 22  Item 12: Brokerage Practices Research and Other Soft Dollar Benefits We have no written or verbal arrangements whereby we receive soft dollars. Brokerage for Client Referrals We do not receive client referrals from broker-dealers. Client Directed Brokerage While not routine, the client may direct us to use a particular broker-dealer to execute some or all transactions for the client. This brokerage direction must be requested by the client in writing. In that case, the client will negotiate terms and arrangements for the account with that broker-dealer, and we will not seek better execution services or prices from other broker- dealers or be able to “batch” client transactions for execution through other broker-dealers with orders for other accounts managed by us. By directing brokerage, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Not all advisors require or allow their clients to direct brokerage. Subject to our duty of best execution, we may decline a client’s request to direct brokerage if, in our sole discretion, such directed brokerage arrangements would result in additional operational difficulties. If the client requests us to arrange for the execution of securities brokerage transactions for the client’s account, we shall direct such transactions through broker-dealers that we reasonably believe will provide best execution. We shall periodically and systematically review our policies and procedures regarding recommending broker-dealers to our client in light of our duty to obtain best execution. Directed Brokerage (Fidelity and Schwab) We generally recommend National Financial Services LLC and Fidelity Brokerage Services LLC (collectively, and together with all affiliates, "Fidelity") and Schwab Institutional (“Schwab”), each a member of FINRA/SIPC, and each an independent and unaffiliated broker-dealer (“Broker-Dealers”). Each Broker-Dealer provides us with access to its institutional trading and custody services, which are typically not available to retail investors. These services generally are available to independent investment advisors on an unsolicited basis and are not otherwise contingent upon our commitment to the Broker-Dealer for any specific amount of business (assets in custody or trading). Each Broker-Dealer’s services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For our client accounts maintained there, each Broker-Dealer is compensated through commissions or other transaction-related fees for securities trades that are executed through the Broker-Dealer or that settle into Broker-Dealer accounts. The brokerage commissions 23  and/or transaction fees charged by the Broker-Dealer are exclusive of and in addition to our fees. Directed Brokerage – Other Economic Benefits We may receive from Broker-Dealers, at no cost to us, professional services, computer software, and related systems support, enabling us to better monitor client accounts maintained at the Broker-Dealer. We may receive this support without cost because of the portfolio management services rendered to clients that maintain assets at the Broker-Dealer. The support provided may benefit us, but not our clients directly. In fulfilling our duties to our clients, we endeavor at all times to put the interests of our clients first. Clients should be aware, however, that our receipt of economic benefits from a broker-dealer may create a conflict of interest since these benefits may influence our choice of broker-dealer over another broker- dealer that does not furnish similar services, software, and systems support. The commissions paid by our clients shall comply with our duty to obtain “best execution.” However, a client may pay a commission that is higher than another qualified broker-dealer might charge to effect the same transaction where we determine, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including among others, the value of research provided, execution capability, commission rates, and responsiveness. Consistent with the foregoing, while we will seek competitive rates, we may not necessarily obtain the lowest possible commission rates for client transactions. Broker-Dealers also make available to us other products and services that benefit us but may not directly benefit our clients’ accounts. Many of these products and services may be used to service all or some substantial number of our accounts, including accounts not maintained at the Broker-Dealer. The Broker-Dealer products and services that assist us in managing and administering clients’ accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of our fees from our clients’ accounts; and (v) assist with back-office functions, recordkeeping and client reporting. It should be noted that the Firm conducts an annual appreciation event for its clients. Fidelity has offered and the Firm has accepted Fidelity’s assistance with the costs of conducting the event. The Firm believes that Fidelity’s contribution is not material and the Firm’s choice to recommend Fidelity is related to the quality of the service that it renders without regard to any additional benefits that Fidelity provides. 24  Trade Aggregation Transactions for each client generally will be affected collectively unless the Firm decides to purchase or sell the same securities for several clients at approximately the same time. We may where, practicable (but is not obligated to) combine or “block” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Firm’s clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among our clients pro rata to the purchase and sale orders placed for each client on any given day. 25  Item 13: Review of Accounts Reviews We monitor client portfolios as part of an ongoing process, and regular account reviews are generally conducted on a quarterly basis. Reviews could also occur at the time of new deposits, material changes in the client’s financial information, changes in economic cycles, at our discretion or as often as the client directs. Reviews entail analyzing securities, sensitivity to overall markets, economic changes, investment results, asset allocation, etc., to ensure the investment strategy and expectations are structured to continue to meet the client’s objectives. These reviews are conducted by one of our Investment Advisor Representatives. Clients are encouraged to discuss their needs, goals, and objectives with us and to inform us of any changes. Reporting At least quarterly, the custodian provides clients with an account statement for each client account, which may include individual holdings, cost basis information, deposits and withdrawals, accrued income, dividends, and performance. We may also provide clients with periodic reports regarding their holdings, allocations, and performance. Financial Planning – Reviews and Reporting The initial financial plan is included as a component of the financial planning service. Financial plans are updated as needed. 26  Item 14: Client Referrals and Other Compensation Other Compensation – Brokerage Arrangements See disclosure in Item 12 regarding compensation, including economic benefits received in connection with giving advice to clients. Compensation – Client Referrals Affiliated and Unaffiliated persons or entities, (“Promoters”) may, from time to time refer, solicit, or introduce clients to our Firm. In return, we will agree to compensate the Promoter for the referral. Compensation will be consistent with the requirements of the Investment Advisers Act of 1940 as well as applicable state/local laws and regulations. Compensation to the Promoter is dependent on the prospective client entering into an advisory agreement with us for advisory services. Compensation to the Promoter will be an agreed upon percentage of our advisory fee which can be a one-time fee, or recurring, pursuant to a written agreement retained by both our Firm and the Promoter. 27  Item 15: Custody Custody - Fee Debiting Clients may authorize us (in the client agreement) to debit fees directly from their account at the broker-dealer, bank, or other qualified custodian (“custodian”). The custodian is advised in writing of the limitation of our access to the account. The custodian sends a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of advisory fees paid directly to the Firm. Custody - Access to Client Funds and/or Securities We are deemed to have custody over certain client assets in the form of having login credentials for certain client accounts. While this form of custody gives us access to client funds and securities, we have stringent internal controls and procedures over the custody function. In addition, we comply with the SEC’s Custody Rule, which requires an annual surprise examination conducted by an independent accountant. Custody - Trusteeship/Executorship We are deemed to have custody over certain client assets as the Firm or a related person acts as trustee for client trusts or as executor for client estates. This form of custody is offered on a limited basis. We comply with the SEC’s Custody Rule with regard to the custody of the trust / estate assets; annually the Firm is subject to a Surprise Examination by an independent accountant. Custody - Check Signing/Bill Payments We are deemed to have custody over certain client assets as the Firm or a related person has check signing (i.e., authority to pay bills) authority over client accounts. This form of custody is offered on a limited basis. We comply with the SEC’s Custody Rule with regard to the check signing authority; annually the Firm is subject to a Surprise Examination by an independent accountant. Custody - Private Funds Wholly owned subsidiaries of the Firm act as Managing Members to the Funds. We have full discretionary investment authority over each Fund’s assets. We have custody of the investment assets of the Fund(s) by reason of legal ownership or access to such assets. We comply with the SEC’s Custody Rule with regard to the custody of the Fund(s). Each Fund receives an annual audit, and the audited financial statements are sent to investors within 120 days each Fund’s fiscal year end as required. Custody - Account Statements Clients receive at least quarterly statements from the custodian that holds and maintains client’s investment assets. Clients are urged to carefully review such statements and compare such official custodial records to the reports that we provide. Our reports may vary from 28  custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. 29  Item 16: Investment Discretion We may accept limited power of attorney to act on a discretionary basis on behalf of clients. A limited power of attorney allows us to execute trades on behalf of clients. When such limited powers exist between the Firm and the client, we have the authority to determine, without obtaining specific client consent, both the amount and type of securities to be bought to satisfy client account objectives. The only limitations on the investment authority will be those limitations imposed in writing by the client. If we have not been given discretionary authority, we consult with the client prior to each trade. 30  Item 17: Voting Client Securities Proxy Voting We offer to vote proxies for its clients through a third-party proxy voting service. The Proxy Voting Policy (available to clients upon request) outlines our general principles in voting proxies. The third-party service will follow the general guidelines set forth in our engagement with them; however, we reserve the right to rely on our employees’ professional judgment (as exceptions and/or special circumstances warrant). The Firm recognizes that from time to time there may be a conflict of interest or potential conflict of interest between itself and its clients. Our Proxy Voting Policies are designed to enable us to resolve material conflicts of interest with clients before voting their proxies. The Chief Compliance Officer is responsible for identifying all potential conflicts of interest, determining if any conflict is material and obtaining a recommendation from an independent third party or obtaining the consent of the client. Clients may contact us for information about proxy voting. 31  Item 18: Financial Information We have no financial commitments that impair our ability to meet contractual and fiduciary commitments to clients and we have not been the subject of a bankruptcy proceeding. We do not require prepayment of fees of both more than $1,200 per client, and more than six months in advance; and therefore, we are not required to provide a balance sheet to clients. 32