BERNZOTT CAPITAL ADVISORS

Form ADV Part 2A Bernzott Capital Advisors 1200 Paseo Camarillo, Suite 180 Camarillo, CA 93010 Phone: (800) 856-2646 Email: info@bernzott.com Website address: www.bernzott.com March 26, 2025 Bernzott Capital Advisors is an investment advisory firm registered with the United States Securities and Exchange Commission (SEC) pursuant to the Investment Advisors Act of 1940. This brochure provides information about the qualifications and business practices of Bernzott Capital Advisors. Although this brochure is produced according to guidelines provided by the SEC, brochures are not approved or verified by the SEC or by any state securities authority. Registration with the SEC does not imply any particular level of skill or training. If you have any questions about the contents of this brochure, please contact us at (800) 856- 2646. Additional information about Bernzott Capital Advisors also is available on the SEC’s website at www.adviserinfo.gov. 1  Item 2 – Material Changes The following material changes have been made to Form ADV Part 2A since Bernzott’s last annual update of this disclosure statement issued on March 25, 2024: • Item 4 – Advisory Business o Updates have been made to provide more detail regarding the advisory services provided to retirement plans and our diligent compliance with all related laws and regulations. • Item 5 – Fees and Compensation o Bernzott provides non-discretionary investment model portfolio services to an unaffiliated third-party Principal Advisor. • Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss o Additional disclosures have been added regarding the potential risk of loss. • Item 12 – Brokerage Practices o Updates have been made to explicitly disclose that Bernzott does not participate in any soft dollar arrangements with any broker-dealers. 2  Item 3 –Table of Contents Item 2 – Material Changes .................................................................................................................. 2 Item 3 –Table of Contents .................................................................................................................. 3 Item 4 - Advisory Business ................................................................................................................ 4 Item 5 - Fees and Compensation ........................................................................................................ 6 Item 6 - Performance-Based Fees and Side-By-Side Management ................................................... 8 Item 7 - Types of Clients .................................................................................................................... 8 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 9 Item 9 - Disciplinary Information ..................................................................................................... 12 Item 10 - Other Financial Industry Activities and Affiliations ........................................................ 13 Item 12 - Brokerage Practices .......................................................................................................... 14 Item 13 - Review of Accounts .......................................................................................................... 15 Item 14 - Client Referrals and Other Compensation ........................................................................ 16 Item 15 - Custody ............................................................................................................................. 16 Item 16 - Investment Discretion ....................................................................................................... 17 Item 17 - Voting Client Securities .................................................................................................... 17 Item 18 - Financial Information........................................................................................................ 18 3  Item 4 - Advisory Business Bernzott Capital Advisors (“Bernzott”) is an SEC-registered investment advisor based in Camarillo, California. Bernzott, founded in 1994, is an independent money manager 100% owned by employees and an employee-related party. Kevin Bernzott, Founder and Chairman, is Bernzott’s principal owner. We have been delivering balanced investment management services to a broad range of clientele for more than three decades and consider ourselves classic value investors. We identify companies that have demonstrated the ability to be resilient regardless of industry conditions, cyclical trends, or volatility in the economy or market. We favor financially transparent and understandable companies run by proven management teams which we can buy at what we consider an attractive price. Client assets are held in separately managed accounts by a clearing broker-dealer that meets the criteria for a “qualified custodian” under the Investment Advisors Act of 1940 and provides custody, securities execution, clearance and administrative services. As used in this Brochure, the words "we", "our" and "us" refer to Bernzott and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Investment Management Services We provide discretionary investment management services in accordance with your individual investment objectives. In the event you decide to engage our firm to provide investment management services, you will be required to enter into a written agreement with us setting forth the terms and conditions of the engagement, describing the scope of the services to be provided, and the fees to be paid. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. This authorization includes deciding which securities to buy and sell, when to buy and sell, and in what amounts, in accordance with your investment program, without obtaining your prior consent or approval for each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, and/or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. Account supervision is guided by your stated objectives. We will assist you with identifying your investment objectives by assessing your risk tolerance based upon your age, income, need for cash flows, investment goals, and emotional tolerance for volatility. Strategies are then developed and implemented through an optimal combination of investments. When constructing portfolios, we will determine how to allocate funds across different assets classes and securities. We will also provide you with reports, at least quarterly, that generally include relevant account and/or market-related information such as an inventory and appraisal of account holdings, and investment performance. We may provide additional reports at your request. We encourage you to reconcile our reports with those received from the qualified custodian. If you find your holdings differ between these two statements, call our main office number located on the cover page of this 4  Brochure. In providing the contracted services, we are not required to verify any information we receive from you or from your other professionals (e.g., attorney, accountant, etc.) and we are expressly authorized to rely on the information you provide. You must promptly notify our firm if your financial situation, goals, objectives, or needs change of if you wish to impose or change any reasonable restrictions on our management of your account(s). Advisory Services to Retirement Plans As disclosed above, we offer various levels of advisory and consulting services to employee benefit plans (“Plan”) and to the participants of such plans (“Participants”). The services are designed to assist plan sponsors in meeting their management and fiduciary obligations to Participants under the Employee Retirement Income Security Act (“ERISA”). Pursuant to adopted regulations of the U.S. Department of Labor under ERISA Section 408(b)(2), we are required to provide the Plan's responsible plan fiduciary (the person who has the authority to engage us as an investment advisor to the Plan) with a written statement of the services we provide to the Plan, potential conflicts of interest, the compensation we receive for providing those services, and our status (which is described below). The services we provide to your Plan and related compensation are described below in Item 5, and in the service agreement that you have previously signed with our firm. We do not reasonably expect to receive any other compensation, direct or indirect, for the services we provide to the Plan or Participants. Nonetheless, if we receive any other compensation for such services, we will (i) offset the compensation against our stated fees, and (ii) promptly disclose the amount of such compensation, the services rendered for such compensation and the payer of such compensation to you. In providing services to the Plan and Participants, our status is that of an investment advisor registered under the Investment Advisers Act of 1940, and we are not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, we are acting as a fiduciary of the Plan as defined in Section 3(21) under ERISA, only. In all cases, our status as a fiduciary under ERISA is clearly disclosed in the agreement you previously signed. If there is any discrepancy between the disclosures in this paragraph and the agreement, the agreement shall govern. For purposes of complying with the U.S Department of Labor’s (“DOL”) Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, Bernzott acts a fiduciary within the meaning of Title I of ERISA and/or the Internal Revenue Code (“IRC”), as applicable, in providing investment advice to a client regarding a client’s retirement plan account or individual retirement account. Bernzott benefits financially from the rollover of client assets from a retirement account to an account that Bernzott manages or provides investment advice, because the assets increase Bernzott’ assets under management and, in turn, Bernzott’ advisory fees. As a fiduciary, Bernzott only recommends a rollover when we believe it is in the client’s best interest. At the opening of a rollover IRA account, Bernzott shall conduct a fiduciary review of the client’s 5  current retirement plan account to consider if the rollover is in the client’s best interest. Considerations shall include fees and expenses, available services, investment options, RMD deferral options, penalty-free withdrawal, and loan provisions. Services to Other Registered Investment Advisors Bernzott enters into agreements with independent investment advisors (the “Principal Advisors”) that wish to engage us to provide investment recommendations or to manage all, or a portion of, their clients’ portfolios. Under such an arrangement, the Principal Advisor is responsible for managing the client relationship, and we are responsible for providing either discretionary or non-discretionary management of the client's portfolio, as described in the written advisory agreement between us and the Principal Advisor that details the conditions, fees and investment guidelines that govern the actions we take. In a discretionary arrangement, Bernzott creates an investment model portfolio for a particular investment style, and based on that model, Bernzott exercises investment discretion over the transactions in the client accounts and is responsible for effecting such transactions. In a nondiscretionary arrangement, the Principal Advisor receive Bernzott’s investment model portfolio for a particular investment style, and based on that model, the Principal Advisor exercises investment discretion over the transactions in the client accounts and Bernzott is responsible for affecting such transactions. Bernzott and the Principal Advisor will share in the fee collected. This fee sharing arrangement does not increase the client's advisory fee. In some instances, fees will be directly deducted from account(s) held at an unaffiliated, qualified custodian. Types of Investments Accounts are normally managed using individual common stocks and bonds, exchange traded funds (“ETFs”), and real estate investment trusts on an asset allocation basis. Additionally, we may recommend other types of investments since each client has different needs and different tolerances for risk. We may also advise you on any type of investment held in your portfolio at the inception of our advisory relationship, or on specific types of investments at your request. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of December 31, 2024, we provide continuous management services on $279,196,781 in discretionary assets and $6,000,000 in non-discretionary assets. Item 5 - Fees and Compensation Investment Management Services Bernzott is compensated by a percentage of assets under management. We do not require 6  prepayment of fees. We do not offer any wrap fee programs. We do not receive or pay fees for any type of referral. Institutional Clients Asset-based Fee The asset-based fee is generally paid quarterly, in arrears based upon the prior quarter-end statement value of the account as computed by the account custodian, according to the following fee schedules: Assets Under Management Annual Fee First $10 million 0.90% Next $15 million 0.80% Next $25 million 0.75% Above $25 million 0.65% Private Clients Asset-based Fee The asset-based fee is generally paid monthly, in arrears based upon the prior month-end statement value of the account as computed by the account custodian, according to the following fee schedules: Assets Under Management Annual Fee First $2 million 1.00% Next $3 million 0.75% Above $25 million 0.65% In special circumstances, and in our sole discretion, we may negotiate a lesser management fee based upon certain criteria (i.e., the amount of work involved, amount of assets placed under our management, attention required in managing the account, etc.). Multiple accounts for any single client relationship can be combined for the purpose of determining fee breaks. Assets under management for less than one quarter are charged on a pro- rata basis. Our fees are set forth in the advisory agreement with each client. Bernzott Capital Advisors does not impose a minimum annual fee, and we do not charge any fees to establish an account or terminate an account. We charge our fees in arrears, which means that we do the work for the quarter and then charge our fees afterward. If a client relationship is terminated prior to a quarter- end, Bernzott Capital Advisors will assess a final billing that is prorated for the number of days in the quarter that the account was under Bernzott Capital Advisors management. Bernzott Capital Advisors does not receive any brokerage commissions, dealer spreads or other 7  transaction fees for trading in a client’s account. We do not have any hourly charges. Our asset- based fees are the sole source of compensation we receive from our clients. Clients frequently authorize Bernzott Capital Advisors to collect our management fees by deducting the fee directly from the client’s account. If a client prefers, we can also collect our management fees by sending the client an invoice. While we do our best to accurately calculate our fees, the custodian will not separately determine whether fees have been properly calculated. Clients receive a statement from the custodian that shows the deduction of our quarterly fees, and each client should be aware of their responsibility to verify the accuracy of the fee calculations. Investment Models Bernzott offers provides non-discretionary investment model portfolio services to an unaffiliated third-party Principal Advisor for a 0.40% fee. Additional Fees and Expenses Clients may also pay other fees in connection with the advisory services we provide. Bernzott’s fees do not include brokerage commissions, dealer spreads, or other costs associated with the purchase or sale of securities, custodian fees, interest, taxes, and other account expenses. These are not fees earned by Bernzott Capital Advisors, but they may contribute to the overall cost of an investment program. Clients may also incur fee charges imposed directly by a mutual fund, index fund, or exchange- traded fund, fees imposed by variable annuity providers, and certain deferred sales charges, odd-lot differentials, or transfer taxes. Bernzott and/or its advisory representatives does not receive any portion of these fees. Bernzott does not receive any fees from these mutual funds or closed-end funds pursuant to a fund’s Rule 12- b1 plan. Part of our job is to help clients reduce the outside fees and transaction costs that could otherwise erode their account performance over time. Item 6 - Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Performance- based fees are fees that are based on a share of capital gains or capital appreciation of a client’s account. Side-by-side management refers to the practice of managing accounts that are charged performance- based fees while at the same time managing accounts that are not charged performance-based fees. Our fees are calculated as described in the Advisory Business section above and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 - Types of Clients We offer investment advisory services to individuals and multi-employers (Taft-Hartley), union or governmental employee pension or benefit plans, banks or thrift institutions, investment companies, UMAs, trusts, estates, separately manages accounts, charitable organizations or other corporations or entities. 8  Discretionary investment supervisory services are provided to institutional and private clients with minimum relationship sizes of $10 million and $1 million, respectively. However, at our discretion, we may waive this minimum account size. For example, exceptions may be made if a smaller amount is part of a relationship exceeds the minimum or if there is a reasonable expectation that funds will be added in the near future that will bring the total amount over the minimum. Other exceptions may apply to our employees and their relatives, or relatives of existing clients. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss We are a “bottom up” manager with a long-term horizon. We believe that superior, risk-adjusted returns can be generated by constructing a concentrated portfolio of thoroughly researched companies purchased at appropriate prices. We favor companies with significant recurring revenue, solid operating margins, moderate leverage, and strong returns on capital. We have a value orientation and seek to purchase companies at a discount to fair market value. We construct portfolios without regard to sector weighting. Our process results in comparatively low turnover. We assess valuation through a variety of methods including discount to market multiples (enterprise value/free cash flow, price/earnings, enterprise value/EBITDA, among others), a "sum of the parts" valuation and/or a private market valuation based on comparable transactions. We also consider a discounted cash flow valuation with conservative operating assumptions and discount rates. These analyses result in a targeted purchase price that is a significant discount to our estimate of fair value. We believe this methodology ensures that a margin of safety exists prior to purchase. Sometimes, it is short-term volatility in a company's stock price that drives the valuation discount, enabling us to initiate a position. A long-term investment horizon empowers the team to look beyond the market’s myopic concerns in pursuit of capital appreciation. Execution of our process involves a comprehensive evaluation of company and industry material, discussions with management, financial and valuation analyses, collaborative group discussion, investment committee review, and patience. These analyses result in a targeted purchase price that is a significant discount to our estimate of fair value. We believe this methodology ensures that a margin of safety exists prior to purchase. Sometimes, it is short-term volatility in a company's stock price that drives the valuation discount, enabling us to initiate a position. A long-term investment horizon empowers the team to look beyond the market’s myopic concerns in pursuit of capital appreciation. Execution of our process involves a comprehensive evaluation of company and industry material, discussions with management, financial and valuation analyses, collaborative group discussion, investment committee review, and patience. The members of the investment team are generalists. The team actively monitors companies on Buy and Watch lists. Buy and sell decisions are made unanimously by the team. We do not utilize 9  “stop-losses” – in the short-term market prices may be volatile. We will sell if we determine our investment thesis is invalid, fundamentals of a company or industry are deteriorating, the price of a company reaches or exceeds fair value or it becomes over-weighted due to appreciation, or to raise cash for a more compelling opportunity. Buy, sell, and fair value estimates are evaluated regularly. Separately Managed Account Strategy For our separately managed accounts we principally construct two types of portfolios: US Small Cap Value or Customized Multi Asset Class. Our US Small Cap Value portfolios are generally constructed of 25 to 35 US small cap equities without sector bias or consideration to the benchmark sector weighting. Holdings at acquisition will generally have cap sizes from $250 million to $5 billion. Minimum holding size is 1 - 2%, average 3-5% and maximum size is 6%. We do not make strategic allocations to cash. On average cash is 5% or less. The investment team is patient and strives to not overpay. This conservative, fundamental approach coupled with price discipline on the buy side has historically resulted in low volatility when compared to its benchmark. For some clients, a more diversified portfolio has been deemed more appropriate. For those clients, we offer Customized Multi Asset Class portfolios that include bonds, ETFs, a non-publicly traded mortgage REIT, and cash equivalents in the portfolio. Risk Analysis No investment is free of risk. Current and prospective investors are cautioned that investments in securities involve risk of loss, including the possibility of a complete loss of the amount invested, and that they should be prepared to bear these risks. Based on the types of investments that Bernzott may recommend, all investors should be aware of certain risk factors, which include, but are not limited to, those discussed in the following paragraphs. Artificial Intelligence Bernzott does not utilize artificial intelligence in the portfolio management process, still, recent technological advances in generative artificial intelligence and machine learning technology (collectively, “Artificial Intelligence”) pose risks to Bernzott and its clients. Artificial Intelligence is a branch of computer science focused on creating systems capable of performing tasks that typically require human intelligence; this includes, among other things, methods for analyzing, modeling, and understanding language, as well as developing algorithms that can learn to perform various tasks. Bernzott and the companies in which clients invest could be further exposed to the risks of Artificial Intelligence if third-party service providers or any counterparties, whether or not known to Bernzott, also use Artificial Intelligence in their business activities. Bernzott cannot control third-party operations, product development, or service provision. Artificial Intelligence is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Artificial Intelligence utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error — potentially materially so — and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Artificial Intelligence. To the extent that Bernzott or the companies in which clients invest are exposed to the risks of Artificial Intelligence, any such inaccuracies or errors could have adverse impacts on a client’s performance. 10  Cybersecurity and Business Continuity Risk Bernzott has a policy in place to respond to a Significant Business Disruption (SBD). In the event of an SBD, our policy is to safeguard our employees’ lives and Bernzott prosperity, to conduct a rapid financial and operational assessment, to recover quickly and resume operations swiftly, to protect Bernzott’ books and records, and to allow Bernzott clients to transact business seamlessly. If it is determined Bernzott is unable to continue its business, Bernzott will assure clients prompt access to their funds and securities. Bernzott has taken significant steps to reduce the impact of business interruptions resulting from a wide variety of potential events. The Business Continuity Plan (“BCP”) and other related policies and procedures are meant to reduce any business downtime. These plans put in place the resources, personnel, equipment, and procedures designed to minimize operational downtime. The BCP involves defining the mission critical systems and is designed to document the information and procedures needed to safeguard business operations and restore the necessary operations after any natural or man-made disaster event. Equity Market Risk Overall stock market risks may affect the value of the investments in equity strategies causing the market value of securities to move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price that was originally paid, or less than it was worth at an earlier time. Market risk may affect a single issuer, an industry, or a sector of the economy or the market as a whole. Equity markets are affected by factors such as economic growth and market conditions, interest rates, currency exchange rates and political events in the U.S. and abroad, as well as the expectations market participants have of those factors. ETF Risks The risk of owning an ETF generally reflects the risks of owning the underlying securities of the ETF. The client will bear additional expenses based on your pro rata share of the ETF’s operating expenses. The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs have a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Focused Investment Risk We typically focus our investment portfolio holdings in 25-40 equity securities which may make the portfolio more volatile and subject to greater risk than a more diversified portfolio. Interest Rate Risk The value of investments may go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration debt securities. Similarly, a rise in interest rates may also have a greater negative impact on the value of equity securities whose issuers expect 11  earnings further out in the future. When interest rates fall, the issuers of debt obligations may prepay principal more quickly than expected, and a client account may be required to reinvest the proceeds at a lower interest rate. When interest rates rise, debt obligations may be repaid more slowly than expected, and the value of the client account’s holdings may fall sharply. A client may lose money if short-term or long-term interest rates rise sharply or in a manner not anticipated. Management Risk There is no guarantee that individual securities will perform as anticipated. Judgments for an individual security or a particular asset class regarding the attractiveness, value and potential appreciation may be inaccurate. If investment strategies do not produce the expected results, a client’s investment could be diminished or even lost. Natural & Unavoidable Events Risk Global markets are interconnected, and events like hurricanes, floods, earthquakes, forest fires and similar natural disturbances, war, terrorism or threats of terrorism, civil disorder, public health crises, and similar “Act of God” events have led, and may in the future lead, to increased short- term market volatility and may have adverse long-term and wide-spread effects on the world economies and markets generally. Clients may have exposure to countries and markets impacted by such events, which could result in material losses. Small- and Mid-Capitalization Company Risk Investing in securities of small- and mid-capitalization companies involves greater risk than customarily is associated with investing in larger, more established companies. These companies’ securities may be more volatile and less liquid than those of more established companies. Often small- and mid-capitalization companies and the industries in which they focus are still evolving and, as a result, they may be more sensitive to changing market conditions. Value-Style Investing Risk Value stocks can perform differently from the market as a whole and from other types of stocks. Value stocks may be purchased based upon Bernzott’ belief that the stock may be out of favor. Value investing seeks to identify stocks that have depressed valuations, based upon a number of factors which are thought to be temporary in nature, and to sell them at superior profits should their prices rise in response to resolution of the issues which caused the valuation of the stock to be depressed. While certain value stocks may increase in value more quickly during periods of anticipated economic upturn, they may also lose value more quickly in periods of anticipated economic downturn. Furthermore, there is the risk that the factors which caused the depressed valuations are longer term or even permanent in nature, and that their valuations may fall or never rise. Finally, there is the increased risk in such situations that such companies may not have sufficient resources to continue as ongoing businesses, which would result in the stock of such companies potentially becoming worthless. The market may not agree with Bernzott’ assessment of a stock’s intrinsic value, and value stocks may fall out of favor with investors for extended periods of time. Item 9 - Disciplinary Information 12  Bernzott has been registered and providing investment advisory services since 1994. Neither our firm nor any of our Associated Persons have been subject to any disciplinary action. Item 10 - Other Financial Industry Activities and Affiliations Bernzott Capital Advisors is an independent firm. We are not affiliated with any other company, and we do not receive compensation from any outside companies for recommending the use of any investment products in client accounts. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading We have adopted a Code of Ethics ("the Code") for all supervised persons of the firm, which includes our portfolio managers. The Code sets forth the standards of business conduct the firm expects from each supervised person. It requires, among other things, full compliance with applicable federal securities laws, approval of any outside business activities, disclosure of political contributions, recognition of our fiduciary duty to clients, and placing clients' interest before our own. We also have a written Policies and Procedures manual designed to, among other things, detect and prevent insider trading. There are provisions for restricting access to files, providing continuing education, restricting and monitoring trading of those securities about which we may have non-public information, and monitoring the securities trading of related persons. Both the Code and the Policy & Procedures manual are available to every employee and each attests annually that they have received, understand and will comply with them. Our portfolio managers and other employees at the firm frequently own the same securities in their personal accounts that we recommend for our clients. We believe this policy aligns our interests with the best interests of our clients. However, we also recognize that personal trading activities can create a conflict of interest if personal trading is allowed to have an advantage over the trading we do on behalf of our clients' accounts. We have a responsibility to ensure that all personal trading and investment activities on the part of our employees meet our fiduciary obligations to place client interests ahead of our own. When buying or selling securities for employee or related party accounts, we execute these trades last, after all trades in client accounts have been filled. While we personally invest in the same securities as are purchased for clients, we may also buy or sell securities for our own accounts, based on personal investment considerations, which the firm does not deem appropriate for clients. We monitor the trading activity of our employees to confirm that the best interests of our clients come first, and that all trading activity complies with applicable securities laws. It is our policy that employees shall not buy or sell securities for their personal account when their decision is substantially derived, in whole or in part, from information obtained by reason of their relation to the firm unless the information is also available to the general public on reasonable inquiry. Employees are required to report holdings and transactions in personal accounts to the Chief Compliance Officer for periodic review. 13  We require all employees to act in accordance with laws and regulations governing our business and will discipline or terminate any employee acting otherwise. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us by telephone at (800) 856-2646 or by email at info@bernzott.com. Item 12 - Brokerage Practices Bernzott’s principal objective in selecting brokers and placing client trades is to receive the best execution for those client trades. We do not use or suggest brokers or direct brokerage in exchange for fees, products, research, services, payments for order flow, rebates, soft dollars or other compensation. We use or suggest brokers that we reasonably believe will provide best price and execution. In determining the ability of a broker-dealer to obtain best execution of securities transactions, Bernzott considers a number of factors, including reputation and perceived soundness, integrity, access, ability, level of communication, responsiveness, block trading capability and established mechanisms to provide best price and execution. We negotiate "execution only" commission rates, but do not necessarily seek the lowest available commission cost. Trade Order Rotation Bernzott has established a trade rotation procedure to ensure that all clients are treated fairly. Trades are executed on a rotational basis. Accounts where the client has specified instructions, restrictions or other special circumstances will be traded at the end of the regular rotation. Trade Aggregation Transactions for each client may be affected independently, unless we decide to purchase or sell the same securities for several clients at approximately the same time. We may, but are not obligated to, combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading”). We typically block trades in an attempt to achieve best price and execution for client transactions. Trades are aggregated by broker. If we block a trade, shares are allocated to all accounts served by any given broker at the average price we received on the day and each account pays its own respective commission costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. In the event of a partial fill, no related party accounts receive any allocation. Trades for accounts that use custodians that charge trade-away fees or who charge fees to step into trades executed by another broker (step-out trades) may not be blocked with those of other clients that we have the ability to direct to a broker of our choice without incurring an additional fee. These accounts will not receive the same average price as the accounts that were block traded and this may impact our ability to obtain best execution. Trade Allocation Bernzott has adopted policies designed to help ensure that each client receives fair and equitable treatment in the investment process. Transactions in the same security on behalf of more than one 14  client are aggregated, when possible, to facilitate best execution. This results in all clients within the aggregate receiving the same average share price on the transaction. When orders cannot be aggregated, we employ a trading process that is fair among all clients, regardless of size. All clients receive fair and equitable treatment for investment opportunities that are too limited to be effectively allocated among all accounts. Directed Brokerage With regard to client-directed brokerage, Bernzott is required to disclose that we may be unable to negotiate commissions, block or batch client orders or otherwise achieve the benefits described above, including best execution, if you limit our brokerage discretion. Directed brokerage commission rates may be higher than the rates you might pay for transactions in non-directed accounts. Trading away from a custodian broker will usually result in additional charges to the client. Further, these accounts are typically executed after accounts that have not imposed restrictions, depending on activity during the trading session, and may receive less favorable prices and execution. This can cause these accounts to receive the same average price as the non- restricted accounts and this may impact our ability to obtain best execution. As a general rule, we encourage each client to compare the possible costs or disadvantages of directed brokerage against the value of the custodial or other services provided by the broker to the client in exchange for the directed broker designation. Soft Dollar Arrangements Bernzott has a policy of not participating in any soft dollar arrangements whereby Bernzott agrees to direct brokerage to a particular broker-dealer in return for brokerage and research or credit toward brokerage and research products. Bernzott may occasionally receive brokerage and/or research from brokers through which it affects client transactions. However, Bernzott is not under obligation to direct any client transactions through such brokers and receives such products without obligation. Item 13 - Review of Accounts Accounts are subject to continuous monitoring and supervision. You are encouraged to discuss your needs, goals, and objectives with our firm, and to keep us informed of any changes in this information. There are no specific factors triggering review and no procedure determining the sequence in which accounts are reviewed. Reviews are performed by one of the portfolio managers. The number of accounts each portfolio manager is responsible for depends upon the number of accounts in the firm at any given time and the complexity of maintaining the relationship related to the account. Clients receive regular reports of their portfolio holdings directly from an independent custodian. Many custodians also provide clients with online access through their website that allows them to view their accounts on an ongoing basis. Bernzott Capital Advisors also provides clients with our own statements quarterly as well as periodic newsletters, emails, and phone calls providing clients with updates on performance and portfolio holdings. Portfolio managers and analysts are available 15  to meet with clients as required or requested. We also maintain a website at www.bernzott.com which clients can utilize to view updates on the firm and access links to other helpful websites. Item 14 - Client Referrals and Other Compensation Bernzott Capital Advisors does not currently have in place any agreements to compensate outside parties for referring clients to the firm. We only receive compensation from clients for whom we provide investment advisory services. Also, we do not receive any compensation for referring clients to other professional service providers, such as bankers, accountants or attorneys, when a client needs such a referral. No one who is not a client provides us any economic benefit. In the past we had a contractual relationship with a third-party institutional marketing firm where payment of 20-25% of collected revenues from specified institutional clients were split from Bernzott’s collected fees. This agreement was terminated on March 13, 2013, but Bernzott continues to split fees on the accounts opened during the life of the agreement. No additional amount is ever paid by or billed to any Bernzott client. We engage in no other financial industry activities and are not affiliated with any broker-dealer, financial planner, or other investment advisor. Item 15 – Custody All of our clients use a qualified independent custodian for safekeeping of their portfolio assets. Clients receive trade confirmations and regular account statements directly from the custodian, which we believe is an important protection for clients. We encourage clients to compare reports from Bernzott to the statements they receive from their account custodian in order to identify any discrepancies. If a client does not receive at least quarterly account statements (showing amounts of all funds and securities and all transactions during the quarter) directly from their custodian, the client should contact Bernzott right away so we can work with the client and the custodian to arrange for such statements to be delivered directly to the client. Clients open their account by entering into an account agreement directly with the qualified custodian. We are not able to open the account for clients, although we may assist them in the process by helping them complete the necessary paperwork. Bernzott does not hold any client assets. As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the 16  amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. To the extent you receive invoices from our firm you should compare our invoices with the statements from your account custodian(s) to reconcile the information reflected in each statement. If you have a question regarding your account Item 16 - Investment Discretion At the beginning of each new client relationship, Bernzott and the client discuss and mutually agree upon investment guidelines for the client’s account. These guidelines outline the objectives for the portfolio, along with any relevant constraints or specific client preferences that Bernzott should take into consideration while managing the account. Our advice is furnished on a discretionary basis, which means Bernzott has full power to supervise and direct the investments of the account, making and implementing investment decisions, without prior consultation with the client. When a client grants investment discretion, the advisor has authority to determine which securities are bought and sold for the account, the total amount of such purchases and sales, the broker used for the transaction and the commission rates paid. Our authority may be subject to conditions imposed by the client, such as restricting transactions in certain types of securities or directing us to retain positions that have a low tax basis. Clients authorize Bernzott to take actions on their behalf by instructing the account custodian to permit that authority. This is done by way of a limited power of attorney, which the client signs and sends to the custodian to permit Bernzott Capital Advisors to view and manage the account. The client can revoke this discretionary authority at any time by contacting the custodian, in which case Bernzott would no longer be able to view the account or place trades in the account. Revoking Bernzott investment authority does not affect the existing account holdings, and the client's account would remain in-tact at the custodian. Item 17 - Voting Client Securities Unless directed otherwise, Bernzott accepts proxy voting authority from its advisory clients and follows its Proxy Voting Policy and Procedures, which are summarized below. If Bernzott has voting authority for a client account, it generally does not provide the client the option to direct a proxy vote with respect to a particular solicitation. Bernzott generally votes according to management recommendations yet will exercise discretion at any time when normal voting practice is inconsistent with client interests. We typically vote against proposals that entrench management or result in egregious compensation. We also typically vote against board nominees who do not have significant share ownership or do not have significant experience related to the business of the company or appear to be otherwise unqualified. We generally vote against shareholder-initiated proposals that appear to be driven by social concerns having little relevance to the business of the company. 17  Bernzott is an independent investment advisor and is not affiliated with any public companies. In the rare instance when a conflict of interest may arise in our proxy voting duties, we will provide the client with sufficient information regarding the matter before the shareholders and the nature of Bernzott Capital Advisors conflict of interest to allow the client to make an informed decision or direct our vote. We utilize ProxyEdge to physically cast our proxies and maintain and archive our voting history. We generally vote all holdings of a company’s stock as a block. To that end, we will make an effort to reconcile the number of shares voted with number of shares held across client accounts. However, we primarily rely upon the custodian and proxy voting services to provide ballots with the appropriate number of shares to be voted. We do not vote proxies for unsupervised securities in client portfolios. Participation in securities class action filings is not a part of our advisory services. Clients may obtain a copy of our proxy voting procedures and information about how proxies were voted by contacting us by telephone at (800) 856-2646 or by email to info@bernzott.com. Item 18 - Financial Information Registered investment advisors are required in this Item to provide you with certain financial information or disclosures about their financial condition. Bernzott is not subject to any financial commitment or condition that is reasonably likely to impair its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding. 18