CHATHAM CAPITAL GROUP INC

FORM ADV PART 2A Commented [MK1]: Should be date of filing MARCH 31, 2025 SAVANNAH OFFICE 6602 Abercorn Street, Suite 100 Savannah, GA 31405 912-691-2320 HILTON HEAD OFFICE 90 Main Street, Suite A Hilton Head Island, SC 29926 843-785-2233 This brochure provides information about the qualifications and business practices of Chatham Capital Group, Inc. If you have any questions about the contents of this brochure, pleases contact us at 912-691-2320 or www.chathamcapitalgroup.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about Chatham Capital Group is also available on the SEC’s website at www.adviserinfo.sec.gov. Although Chatham is a registered investment adviser, registration does not imply a certain level of skill or training. www.chathamcapitalgroup.com  ITEM 2: MATERIAL CHANGES Pursuant to SEC rules, this Item discusses specific material changes that were made to this Brochure since our last annual update on March 28, 2024 to provide clients with a summary of such changes. When required or appropriate, we will also provide clients interim summary updates of material changes to our Brochure. This section only discusses any material changes to our Form ADV Part 2A disclosure document. Since the date of our 2024 annual update to this brochure, which was March 28, 2024 through the date of our 2025 annual update, which was March 31, 2025, there have been no material changes to the information in this disclosure document. At any time, without charge, clients may request a copy of our current Brochure, which includes all material changes since the previous Brochure, or a summary of material changes to the previous Brochure by contacting Chatham Capital Group, Inc. at 912-691- 2320 or www.chathamcapitalgroup.com. Page 1 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  ITEM 3: TABLE OF CONTENTS ITEM 4: ADVISORY BUSINESS .............................................................................................................. 3 ITEM 5: FEES AND COMPENSATION .................................................................................................. 4 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .......................... 5 ITEM 7: TYPES OF CLIENTS ................................................................................................................. 5 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS .......... 5 ITEM 9: DISCIPLINARY INFORMATION ........................................................................................... 6 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ........................... 6 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING .................................................................................................. 7 CODE OF ETHICS ................................................................................................................. 7 PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS ..................................... 7 PERSONAL TRADING ......................................................................................................... 7 ITEM 12: BROKERAGE PRACTICES ................................................................................................... 8 SOFT DOLLAR PRACTICES ............................................................................................... 8 DIRECTED BROKERAGE ................................................................................................... 8 ITEM 13: REVIEW OF ACCOUNTS ....................................................................................................... 9 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION .................................................. 9 ITEM 15: CUSTODY .................................................................................................................................10 ITEM 16: INVESTMENT DISCRETION ...............................................................................................11 ITEM 17: VOTING CLIENT SECURITIES ...........................................................................................11 ITEM 18: FINANCIAL INFORMATION ...............................................................................................12 Page 2 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  ITEM 4: ADVISORY BUSINESS Chatham Capital Group’s principal office is in Savannah, GA, with a second office on Hilton Head Island, SC. The firm was founded in 1996 by Frederick L. Muller; L. Guy Palmer, II; and Bruce D. Fielitz. Chatham has been a registered investment adviser with the Securities and Exchange Commission since 1996. Chatham has always been 100% owned by its operating principals. The present owners are Frederick R. Muller, Philip B. Palmer, William J. Fielitz, and Jason G. Allen. All principals act as portfolio managers. Chatham manages investment portfolios for clients. As of December 31, 2024, Chatham managed $780,553,447.79 of client assets on a discretionary basis. Most clients are high net worth individuals for whom Chatham manages one or more personal portfolios including trusts and retirement accounts. Chatham also manages some endowment/foundation portfolios, pension and profit-sharing plans, and corporate portfolios. The standard minimum account size for separately-managed portfolios is $1 million. In addition, Chatham also manages private funds. Qualified investors can invest in the private funds with amounts less than $1 million. Each private fund imposes a standard minimum investment amount as specified in the respective offering document. Separately-managed portfolios are tailored to the individual financial needs of each client. Based on a client’s risk tolerance, income requirements, and other factors, Chatham establishes an asset allocation policy spelled out in the client’s Financial Policy Statement and manages the portfolio in line with that policy. Individual securities are selected based on the purpose they serve in meeting a client’s needs and objectives. Portfolio managers have periodic contact with clients during the year to stay abreast of any changes that might be relevant to long-term planning, risk tolerance, portfolio diversification, and asset allocation decisions. If a client wishes to impose specific restrictions on Chatham’s management of his or her portfolio (e.g., no tobacco stocks), he or she must inform Chatham of this restriction in advance and a notation to that effect will be made in the client’s Financial Policy Statement. If Chatham tracks (but does not manage or otherwise provide advice on or charge a fee for) other assets of certain clients to be aware of such clients’ overall asset allocation and risk profile, it is able to depict that client’s complete holdings on consolidated reports. Chatham offers its Chatham Small Company investment strategy on a non-discretionary basis through certain Model Programs sponsored by unaffiliated brokers/dealers, whereby Chatham provides these sponsors with trading signals for the model portfolio on a periodic basis. It is the Sponsor’s responsibility to implement trades in participant accounts based on the model portfolio. Model Program participants are not clients of Chatham and Chatham does not trade on behalf of, or have any contact with, participants or their accounts. Either Chatham or a client may terminate an advisory agreement upon written notice at any time. However, if Chatham’s registration as an investment adviser under the Advisers Act is suspended or revoked, the agreement will be terminated automatically. Page 3 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  ITEM 5: FEES AND COMPENSATION For most clients, Chatham calculates its fee based upon a percentage of the market value of that client’s total assets under Chatham’s management, as specified in the individual client’s advisory agreement or addendum and FPS. Management fees are calculated quarterly in arrears on the last business day of the calendar quarter. For separately-managed portfolios, Chatham’s standard annual fee schedule is: 1.00% on the first $2.5 million in assets 0.90% on the next $2.5 million in assets 0.65% on the next $5.0 million in assets 0.50% on assets over $10 million For small cap institutional separate portfolios, Chatham’s standard annual fee schedule is: 0.75% on all assets Fees may be negotiable and family-related portfolios may have their assets combined and prorated for billing purposes. The fee schedule is discounted by 10% for eleemosynary (charitable) accounts. Chatham directs the custodian to deduct Chatham’s investment advisory fees directly from client portfolios where clients have provided prior written authorization for this option. Clients are also offered the option of being billed by Chatham and paying their fees directly (instead of having them deducted from their portfolio) if they prefer. In the event of termination of an advisory relationship, Chatham prorates the advisory fee for the period in which services were rendered. Chatham may also prorate the advisory fee at the outset of the relationship. For each private fund, the investment management fee is 1.0% of the market value of the fund’s assets. The fee is payable quarterly in arrears in an amount equal to 0.25% of the market value of the private fund’s assets as of the last day of each calendar quarter. Fees are deducted directly from the relevant fund’s assets. The offering documents of each private fund should be consulted for a complete description of fees charged to that fund. Certain investments, such as publicly traded mutual funds and exchange-traded funds (ETFs), contain imbedded operational and management fees that are borne by the clients. In addition to Chatham’s advisory fee, brokerage and other transaction costs are borne by clients directly. For more information on brokerage, see ITEM 12: BROKERAGE PRACTICES. Clients may also be required to pay other fees, such as custodial fees, annual account maintenance fees, and miscellaneous fees (e.g., wiring fees) as charged by their specific custodian. For Model Programs sponsored by unaffiliated brokers/dealers, Chatham receives fees based on the value of the client portfolios managed according to the model strategies, typically 0.40% of the participants’ aggregate assets under management on an annual basis. Page 4 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  For occasional special projects, Chatham may charge fees at an hourly billing rate depending on the scope of the assignment. Any such fees would be laid out in advance and agreed upon in writing with the client. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Not applicable. ITEM 7: TYPES OF CLIENTS As stated in ITEM 4: ADVISORY BUSINESS, Chatham manages investment portfolios for different types of clients. Most clients are high net worth individuals for whom Chatham manages one or more personal portfolios including trusts and retirement accounts. Chatham also manages some endowment/foundation portfolios, pension and profit-sharing plans, and corporate portfolios. In addition, Chatham provides investment advice to its private funds and serves as general partner for its partnership. The standard minimum account size for separately-managed portfolios is $1 million. Qualified investors can invest in one or more of Chatham’s private funds with amounts less than $1 million. Minimum investment amounts may be waived at the sole discretion of Chatham. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Chatham brings a significant amount of investment experience and wealth management expertise to each client relationship. Chatham’s rigorous investment advisory process is the result of this experience, as well as the formal training of the principals. Through its ongoing research process, Chatham’s investment team identifies investments that meet its selection criteria for inclusion in client portfolios and maintains a list of securities that are approved for purchase. In addition, Chatham conducts asset allocation meetings where the principals revise asset allocation policy based on a rigorous assessment and evaluation of relevant capital markets data. Chatham focuses on asset allocation as the primary determinant of portfolio return. Investments in the capital markets involve risk of loss of principal that all clients should be prepared to bear. Investing in equities involves price volatility and the risk of losing a substantial amount of its value. Although bonds usually have less price volatility than equities, their risk includes credit and duration/interest rate risk in rising rate environments. Chatham attempts to minimize the investment risk inherent in the capital markets through diversification. However, Chatham offers no guarantee to clients that their portfolios will grow in value or that their results will meet or exceed certain market Page 5 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  benchmarks. Investment results will vary from year to year and are likely to be negative in some years. As mentioned in ITEM 4: ADVISORY BUSINESS, consistent with each client’s investment objectives, Chatham’s portfolio managers consider both return and risk in the formulation of a suitable portfolio. In certain cases, Chatham considers a client’s overall assets when structuring the investment portfolio. Each portfolio manager may purchase approved securities in the portfolios he or she manages based upon each client’s individual needs, risk tolerance, income requirements, etc. Additionally, portfolio managers consider and integrate relevant tax, estate, business, and family matters that have a bearing on portfolio construction. Chatham strives to keep portfolio turnover relatively low as frequent trading can adversely affect returns through increased brokerage and other transaction costs. Chatham generally does not make use of leveraged strategies, such as purchasing securities on margin. Chatham may occasionally use stock options in client portfolios for hedging purposes. In addition to individual securities, Chatham purchases exchange-traded funds (“ETFs”) in client portfolios and they may be an integral part of some clients’ overall investment strategy. Chatham has found it beneficial and cost-effective to use them because ETFs enable quick and efficient investment in a given asset class, market sector, or geographic region, providing an instant diversification benefit with one transaction (instead of many) to implement a desired strategy, thus reducing costs. Imbedded management fees within the ETFs, however, may partially offset this advantage. For each separately-managed portfolio, Chatham works with the client to determine how much of a portfolio should be placed in cash and other short-term instruments to meet anticipated withdrawal requirements. Chatham will generally keep at least that amount– more if market conditions warrant–in such instruments. In periods when no withdrawals are anticipated, the allocation will be based on risk considerations. This approach provides liquidity and staying power, helping client portfolios to make it through a market cycle without forced liquidations in down periods. ITEM 9: DISCIPLINARY INFORMATION Not applicable. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Not applicable. Page 6 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND PERSONAL TRADING CODE OF ETHICS Chatham has adopted a Code of Ethics that all employees are required to read, maintain familiarity with, and annually sign a statement to this effect. The Code of Ethics addresses various issues including compliance with applicable federal securities laws, confidentiality, conflicts of interest, personal trading, insider trading, gifts and entertainment, political and charitable contributions, and outside activities. Chatham’s Code of Ethics requires employees to be guided in their actions by ethical and professional standards that put clients’ interest ahead of their own. A full copy of Chatham’s Code of Ethics will be provided to any current or prospective client upon request. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS As previously mentioned, Chatham serves as the general partner for its investment partnership and, as such, has a vested interest in the partnership. Chatham may recommend, when suitable, that clients invest money in the partnership. This could create a potential conflict of interest between Chatham and a client. Chatham addresses this conflict by making sure that client investments in the partnership are made only when appropriate based on client-specific considerations, such as asset allocation, risk tolerance, etc. PERSONAL TRADING Chatham is keenly aware of potential conflicts of interest on the part of its employees regarding the purchase and sale of securities in their personal portfolios. Employees have a fiduciary duty to serve the best interests of Chatham’s clients and not to engage in conduct that conflicts with those interests. Although Chatham employees can invest in the same (or related) securities invested in for clients, Chatham minimizes the potential conflicts of interest this may create by having various rules in place which govern the personal investing of Chatham employees. No employee may execute a transaction in an individual security which is currently being purchased or sold, or which is under consideration for purchase or sale by Chatham, until after the client transactions for that business day are completed. This includes, but is not limited to, purchases, sales, call options, and put options. Employees must have all transactions for covered securities approved before initiating a personal trade. The trade must be executed before the close of trading on the approval date. Additional restricted activities include pre-clearance of private placements and prohibitions against purchasing IPOs, engaging in short sales, and purchasing from or selling securities to clients. Page 7 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  Each employee’s quarterly transactions are submitted to Chatham’s Compliance Department for review as part of the monitoring process. Applicable records are maintained by Chatham. Occasionally, Chatham’s investment team may identify and consider for purchase a security that is already owned in a personal portfolio(s) of one or more of its portfolio managers. In such cases, Chatham considers only the investment merits of the security in its decision to purchase the security for client portfolios. ITEM 12: BROKERAGE PRACTICES In reviewing broker-dealers and negotiating what is reasonable compensation, Chatham considers a range of criteria including, for example, quality and depth of securities traded, efficiency of administrative issues, and broker-dealer factors, such as financial viability. SOFT DOLLAR PRACTICES Chatham has no formal soft dollar arrangement with any brokers-dealers but does receive research and other offered products or services other than execution, such as web seminars, incidental to a client’s custodial relationship with the firm. The research and brokerage services furnished by broker-dealers may be used in servicing multiple clients, and not all such research and brokerage services will be used in connection with the account(s) that paid commissions to the broker-dealers providing that research and brokerage services. When Chatham uses research or other products or services, Chatham receives a benefit because it does not have to produce or pay for the research, products, or services. As a result, Chatham has an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than on the clients’ interest in receiving most favorable execution. In some cases, the commission rates charged by broker-dealers who provide research and brokerage services may be higher than the rates charged if such services were not provided. The research and brokerage services Chatham received gratis in the past year from broker-dealers that execute client trades, included items such as research reports on industries, companies, specific securities, the stock market, the bond market, the US economy, and global economies. DIRECTED BROKERAGE Chatham clients use a variety of different broker-dealers and custodians. At the beginning of their advisory relationship, and after discussion with the portfolio manager, the client decides which firm they will use for custody and brokerage. A large majority of Chatham’s clients decide that their brokerage and custody be placed with a particular firm based on discussions with Chatham which address, among other things, services to be provided and the costs thereof, and the various brokerage options available. Most client accounts at Chatham are non-institutional and relatively small, so it is more economical for these accounts to receive custody services through a brokerage firm than to pay separately for custodial and brokerage services with two different entities. Page 8 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  Clients agree to direct their trades to the broker-dealer/custodian named in their advisory agreement. They are therefore subject to the fees charged by that custodian, even though lower fees and better execution may be available from other custodians. Clients should be aware that directing Chatham to use a particular broker-dealer to execute transactions for their accounts may result in: (1) higher transaction costs for the client; (2) the client foregoing benefits from savings on execution costs that Chatham might be able to obtain for other clients; (3) the client not being able to participate in a new issue of securities; and (4) the client’s trades being placed after similar trades are placed with other broker-dealers. As a result of the foregoing, Chatham’s ability to secure the most favorable execution for the client may be partially or wholly limited by the nature of the directed brokerage arrangement and Chatham may not achieve executions of the nature, quality, speed, or price that it might otherwise achieve. In other words, by clients directing brokerage, Chatham may be unable to achieve most favorable execution of client transactions and this practice may be costlier. Chatham periodically evaluates items related to Best Execution (e.g., commissions charged, services provided, etc.). ITEM 13: REVIEW OF ACCOUNTS Chatham’s portfolio managers are in contact with clients to review their portfolio and discuss any changes in personal circumstances. At least once a year, Chatham provides separately-managed clients with a copy of the Financial Policy Statement that governs the management of his or her portfolio. Chatham seeks to ensure that the information remains accurate and revises this document based on discussions with the client and feedback received from the client regarding any changes in circumstances. Chatham may make more frequent changes to this document based on information received in the interim. Portfolios are reviewed on an ongoing basis by the respective portfolio manager. Circumstances giving rise to reviews include, by way of example, a shift in market conditions, a change in Chatham’s asset allocation policy, a pending buy or sell transaction, a change in a client’s circumstances or risk tolerance parameters, or a significant cash deposit/withdrawal. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Chatham has entered into fully disclosed arrangements, which entail a sharing of fees for some clients, with the following entities and individuals: Southeastern Investment Management, LLC Lucas & Associates CPAs, PC Andes Capital Group, Inc. Eric W. Zimmerman Andrew W. Brodmann Frank A. Slotin 30% of fee collected 30% of fee collected 25% of fee collected 50% of fee collected 30% of fee collected 30% of fee collected Page 9 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  These relationships are governed by Rule 206(4)-1 under the Investment Advisers Act of 1940. Chatham has written agreements spelling out the fact that investment management fees will be shared between Chatham and the relevant entity/individual on an ongoing basis. Chatham is the investment manager for these clients and is fully responsible for investment research and management of the portfolios. The entities/individuals listed above will identify potential clients who have need of professional investment advisory services and refer these potential clients to Chatham. As compensation for the referrals, Chatham shares fees based on the above percentages. Lucas & Associates, Southeastern, Eric W. Zimmerman, Andrew W. Brodmann, and Frank A. Slotin are Savannah-based firms and individuals that recommend certain clients to Chatham. Andes recommends certain institutional clients to Chatham for small cap investing. Clients should be aware of potential conflicts of interest that these arrangements may present. For example, the sharing of investment management fees gives these solicitors an incentive to recommend that Chatham be hired and once hired, continue to be retained. Other examples of potential conflicts of interest where Chatham has these fee sharing arrangements are (i) Andrew W. Brodmann and Frank A Slotin are partners of Mauldin & Jenkins, an accounting firm which Chatham uses for its own corporate accounting work and for some accounting work (but not audits) on its private funds, and (ii) Andrew Brodmann is an existing investment client of Chatham. ITEM 15: CUSTODY Chatham is deemed to have custody of its clients’ assets because it directly debits its investment advisory fees from client portfolios when clients provide written authorization to do so. Chatham does not however, maintain custody of client funds or securities, but rather uses a third-party brokerage firm or other qualified custodian (named in the client’s advisory agreement) to maintain client funds and securities. This provides clients with an important protection and safeguard. As a service to clients, Chatham may be able to assist them with the transfer of assets held by some custodians. In cases of recurring transfers, the client completes and signs custodian paperwork, such as a standing letter of authorization, authorizing Chatham to make transfers to a designated third party (a specified party other than the client) on their behalf. In these instances, Chatham is deemed to have custody of those client assets. Clients should receive monthly (or quarterly in some instances) statements from the entity that holds custody of their assets. Annually, clients are reminded to be sure they receive these statements, carefully review them, and compare them with any information provided by Chatham. If they are not receiving these statements, clients should contact their custodian and Chatham. Page 10 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  Chatham has custody of the private partnership assets because of its status as general partner. As a result, Chatham can direct payment of various expenses of the partnership. Investors do not receive copies of the custodian statements for the partnership, but only the information provided by Chatham. Chatham believes it has minimized any risks inherent in this structure by engaging a third-party accounting firm (Mauldin and Jenkins CPAs) to verify information on a quarterly basis and engaging a separate third-party accounting firm to annually audit the books and records of the partnership. A copy of the annual audit report is provided to all investors in the partnership. In the case of Chatham Small Cap Group Trust, there is a third-party corporate trustee (Queensborough National Bank & Trust Company) who is responsible for maintaining books and records of the group trust and for confirming the market value of the units. Chatham is deemed to have custody of the Trust assets because of its authority to dispose of or transfer Trust assets. Therefore, Chatham has engaged an independent public accountant to conduct a surprise examination to verify investor assets. ITEM 16: INVESTMENT DISCRETION Except as specifically instructed in writing by clients, Chatham has discretionary authority over client portfolios and, in its discretion, determines which securities are bought or sold for an account and the amount of securities bought and sold. In the advisory agreement, clients assign to Chatham a limited power of attorney for this function. Clients also sign brokerage paperwork to this effect. Each client portfolio is invested in accordance with that client’s Financial Policy Statement. If a client wishes to impose specific restrictions on Chatham’s management of his or her portfolio (e.g., no tobacco stocks), he or she must inform Chatham of this restriction in advance and a notation will be made in the client’s Financial Policy Statement. With respect to sales of securities, Chatham’s portfolio managers generally take into account gains and losses, tax considerations, etc. For example, a portfolio manager may elect to hold positions in securities that have been sold for other clients, sell securities that are still owned by other clients, and/or retain securities that were inherited with a new portfolio but are not owned by other clients. ITEM 17: VOTING CLIENT SECURITIES Regarding voting separately-managed client and private fund securities, Chatham has adopted its PROXY VOTING POLICIES AND PROCEDURES. Records are kept of how each proxy is voted. At any time, clients are free to contact Chatham, via phone, e-mail, or in person, with any questions they may have about a particular solicitation or the reasoning for a particular vote or to request a full copy of Chatham’s PROXY VOTING POLICIES AND PROCEDURES. Clients wishing Chatham to vote their proxies must authorize their account custodians to have the proxy material sent to Chatham and then Chatham assumes the responsibility of voting proxies for them. Once Chatham assumes this responsibility, clients may not Page 11 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5  direct their votes in a particular solicitation without providing express written instructions. Other clients may wish to vote proxies themselves and have directed their custodians to send annual reports, proxies, and other corporate reorganization materials directly to them so they can do so. Chatham does not receive proxies for these clients. Chatham attempts to vote all proxies prudently and solely in the best long-term economic interests of our clients and has designated a Proxy Administrator to evaluate and cast proxy votes in accordance with the guidelines and principles set forth in the PROXY VOTING POLICIES AND PROCEDURES. There may be occasions where the voting of proxies may present an actual or perceived conflict of interest between Chatham and its clients. In such cases, Chatham will not take into consideration any relationship that gives rise to such a conflict and will vote solely in the best interests of our clients. The Proxy Administrator will notify Chatham’s Chief Compliance Officer of any direct, indirect, or perceived conflict of interest and the Chief Compliance Officer will direct the Proxy Administrator on how to resolve the conflict in the best interests of the client. ITEM 18: FINANCIAL INFORMATION Not applicable. Page 12 C H A T H A M C A P I T A L G R O U P , I N C . F o r m A D V P a r t 2 A a s o f M a r c h 3 1 , 2 0 2 5