A.G.P. / ALLIANCE GLOBAL PARTNERS, LLC

A. Description of the Advisory Firm A.G.P. / Alliance Global Partners, LLC (also referred to as “A.G.P.”, “we”, “our”, “us” or the “firm” throughout this brochure) is an SEC-registered broker-dealer and investment adviser with its principal place of business located in Westport, Connecticut. A.G.P. is a privately held New York Limited Liability Company, wholly owned by Alliance Global Holdings, Inc. Alliance Global Holdings, Inc. is principally owned and controlled by Phil Michals, Raffaele Gambardella, and the David Bocchi Family Trust (for which Mr. Bocchi is the Trustee). A.G.P.’s broker-dealer component is a member of the Financial Industry Regulatory Authority (“FINRA”), with which it has maintained its license since 1980. A.G.P. became registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”) in June 2009, under its former name (Euro Pacific Capital, Inc.). Following the acquisition of the firm in 2018, “Euro Pacific Capital” emerged as a division of the firm, now called EPC Advisors Group (“EPC”), which maintains a focus in international investing. A.G.P. endeavors to continue to expand its focus, offering clients a broader spectrum of services through an open architecture platform, while maintaining a stronghold in the field of international investing. We seek to engender a deep and dynamic level of service and commitment to clients of all sizes and stripes.1 A.G.P. has full-service capabilities with a global reach and the ability to trade domestically and internationally, offering retail and institutional services, as well as capital markets and investment banking. Our management has over a century of professional experience in financial services and embraces a commitment to excellence that represents an alliance prepared to meet the challenges of the future today. Further information regarding A.G.P.’s products, structure and composition is provided on Part 1 of our Form ADV, which is available online at http://www.adviserinfo.sec.gov and upon request. We also invite you to visit our website www.allianceg.com for additional information. Since A.G.P. is dually registered with the SEC as both a broker-dealer and a registered investment adviser, an A.G.P. investment adviser representative (“A.G.P. IAR” or “our IAR”) may also be registered as a general sales representative (or a registered representative) with A.G.P.’s brokerdealer. Therefore, A.G.P.’s IAR may be able to offer clients both investment advisory and brokerage services. Clients should speak to their A.G.P. IAR to understand the different types of services available through A.G.P. Please visit our website and reference our Regulation Best Interest Disclosure for important information concerning the scope and terms of our brokerage services and details of conflicts of interest that arise through our delivery of brokerage services. This brochure is limited to describing the investment advisory services we provide to clients. B. Advisory Services Offered A.G.P. offers the following advisory services to our clients who have entered into a contract with A.G.P. for investment advisory services. These services consist of Individual Portfolio Management, Sub-Advisory Program, Third-Party Management Program using third-party money managers and Retirement Plan Programs. 1 A.G.P. does not provide specific legal or tax related advice and clients should consult their independent tax and/or

legal practitioners for such advice.

Portfolio Adviser II Program A.G.P. provides asset management of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on the client's particular circumstances are established, we develop the client's personal investment strategy. We create and manage a portfolio (which can include managing the sub-accounts of variable annuities) based on our agreed upon strategy. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we may also review and discuss a client’s prior investment history, as well as family composition and background. We manage these advisory accounts either on a non-discretionary or discretionary basis as determined with each client. Account supervision is guided by the client's stated objectives (i.e., preservation of capital, income, growth and income, growth, or speculation). Clients may advise the A.G.P. IAR of reasonable restrictions on investing in certain securities, types of securities, or industry sectors, which the A.G.P. representative takes into consideration when making recommendations or making changes to the client’s portfolio. Once the client's portfolio has been established, we review the portfolio on a regular basis, and if necessary, rebalance the portfolio on a regular basis, all in accordance with the client's individual needs and reasonable restrictions. We generally meet with our clients to conduct these reviews, based on the client’s desire. We strive to have these meetings on at least an annual basis, and more frequently, if necessary, to meet the client’s objectives. Since A.G.P.’s IARs are also registered representatives of A.G.P.’s broker-dealer and may also be insurance agents/brokers of various insurance companies, recommendations made in connection with A.G.P.’s individual portfolio management services may be limited to only those products approved by A.G.P. Consequently, other advisers may be able to provide the same or similar service with a wider offering of products without the presence of these conflicts of interest. A.G.P. may also occasionally utilize additional types of investments if your IAR believes they are appropriate to address the individual needs, goals, and objectives of the client or in response to client inquiry. For example, we may incorporate fixed income securities in a client’s portfolio. If appropriate for the client’s overall situation, we may recommend that clients invest in other types of securities such as mutual funds, exchange traded funds (“ETFs”), or different types of private placements and other limited offerings, such as initial public offerings (“IPOs”). Private placements/limited offerings are typically maintained in a separate brokerage account of the client and are not part of the client’s managed advisory account. A.G.P. offers investment advice on any investment held by the client at the start of the advisory relationship. Co-Advisory and Sub-Advisory Programs with Third-Party Money Managers (“Third-Party Management Program”) A.G.P. provides additional investment advisory services with certain third-party money managers who are registered as investment advisers at the state or federal level. These third-party money managers are available through SMAs, sub-advisory or co-advisory programs (these programs will be referred to hereinafter as “Third-Party Management Program”). These third-party money managers are independent and unaffiliated with A.G.P.; however, A.G.P. has negotiated an agreement with these third-party money managers to provide our clients the opportunity to have their investment portfolios professionally managed by, or adopt the model portfolios utilized by, these third-party money managers. When utilizing these third-party money manager programs, clients retain individual ownership of all securities contained in the portfolios.

A.G.P. and our IARs provide discretionary and non-discretionary portfolio management services to clients under these third-party money manager programs. However, there are certain programs which authorize the third-party money managers to utilize their full discretion, and other programs which allow the third-party money managers to use their discretion only with respect to “rebalancing” the portfolios. These programs that allow discretion to rebalance typically require authorization from the clients for any and all other actions outside of the rebalance (please reference your specific advisory agreement). A.G.P. IARs will discuss the ability of the third-party money manager to use discretion with any and all of their clients that utilize these third-party money manager programs. Investment strategies and types of investments utilized by the third-party money managers will vary. Through personal discussions with the client in which the client's goals and objectives are established, we determine whether these types of third-party money manager programs (and which Third-Party Management Program) are suitable to the client's circumstances. Factors considered in making this determination of suitability include account size, risk tolerance, the opinion of each client and the investment philosophy of the particular third-party money manager. Among other things, the A.G.P. IAR will discuss the benefits of using the Third-Party Management Program and provide the clients with paperwork that shows the various strategies and different programs used by the third-party money manager along with the applicable corresponding fee charged by the third-party money manager. Services included with the Third-Party Management Program may include the initial selection of securities and allocations, selection of models based on asset allocations or other analysis, performance monitoring, forward notices, direction and instructions from the client to the third-party money manager, and/or other related services. Account supervision is guided by the client's stated objectives (i.e., preservation of capital, income, growth and income, growth, or speculation) as well as risk tolerance. Once the client's portfolio has been established, the A.G.P. IAR will review the portfolio on a regular basis. Clients in certain third-party money manager programs have the opportunity to place reasonable restrictions on the types of investments to be held in their account, but it is up to the client and the A.G.P. IAR to review the account with respect to such restrictions and to advise the specific ThirdParty Management Program if certain securities must be liquidated because of the restrictions. Some third-party money managers do not allow restrictions, please discuss with your IAR. When utilizing a Third-Party Management Program, A.G.P. and A.G.P.’s IAR will provide investment advice and act as a fiduciary. This involves providing specific investment advice or recommendations regarding investments with these third-party money manager programs. If the client is interested in the use of the third-party money manager to assist the client with the investments in the client’s portfolio, the client will enter into an agreement with A.G.P. outlining our role and responsibilities. The clients may also be asked to enter into an investment advisory agreement with the third-party money manager. The client’s agreement with the third-party money manager may provide, depending on the program, certain third-party money managers with (i) trading discretion to determine which products to purchase, sell and/or exchange on behalf of clients without having to obtain prior approval for each transaction initiated; or (ii) trading discretion to re-balance the portfolio in the account to match the model portfolios; or (iii) no trading discretion with respect to the clients’ portfolio. A.G.P. and its IARs will advise their clients which of the above discretionary actions would be applicable to the Third-Party Management Program selected by the clients. A.G.P. does not represent that the third-party money managers and/or Third-Party Management Program will provide the highest performance or the lowest cost in providing such services. While

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A. Fee Schedule Portfolio Adviser II Program Fees Fees are billed as a percentage of assets under management, are negotiable and range up to 3%. A.G.P. may aggregate related client accounts for purposes of calculating the advisory fee applicable to the client. The actual fee charged to a client, and any breakpoints based on the level of assets managed, will be outlined in the IMA. A.G.P. reserves the right to negotiate fees with clients and may waive fees or charge higher or lower fees than those described above, at our discretion. The fees are subject to change with prior written notice to the client. A.G.P.'s advisory fees are generally payable quarterly in advance at the beginning of each calendar quarter based on the fair market value of the client's account as of the close of business on the last business day of the previous calendar quarter. Additions or withdrawals that, individually or in the aggregate, represent 20% or more of the account value as of the prior quarterend, may result in a prorated fee adjustment based on the number of days remaining in the quarter. Any such adjustment will be applied in the following calendar quarter. In certain cases, as agreed in the client's Investment Management Agreement, advisory fees may be billed monthly in arrears based on the fair market value of the client's account as of the last business day of the preceding month. For new client accounts, the initial fee is based on the value of the account as of the day the account’s assets are placed under the supervision of A.G.P., prorated for the balance of the calendar quarter. Initial deposit or subsequent additions may be in cash or securities, provided that A.G.P. reserves the right to liquidate any transferred securities, or decline to accept particular securities into a client’s account. Transferred securities may be liquidated without regard to any transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax ramifications. The fair market value of the assets in the account is determined by the custodian in accordance with its standard policies and practices. In the event the custodian does not provide a value for any asset(s) in the account, those asset(s) will be valued at a market value as determined in good faith by A.G.P. The client should note that by signing an investment advisory agreement, they have directed the

custodian to pay the advisory fee as instructed by A.G.P. or any other third-party money manager on a scheduled basis without any additional prior notice. All clients will receive account statements from the custodian no less frequently than quarterly. The custodian statement will include the deduction of the advisory fee. At our discretion, A.G.P. may make alternative billing arrangements for clients upon request. Sub-Advisory Program Fee through the EPC Advisors Group Division (“EPC SubAdvisory Program”) A.G.P.’s advisory fees are charged based on a percentage of the client’s assets under management, are negotiable and will range up to 3%. A.G.P. may aggregate related client accounts for purposes of calculating the advisory fee applicable to the client. The actual fee charged to a client, and any breakpoints based on the level of assets managed, will be outlined in the IMA. A.G.P. reserves the right to negotiate fees with clients and may waive fees or charge higher or lower fees than those described above, at our discretion. The fees are subject to change with prior written notice to the client. A.G.P.’s advisory fees are payable quarterly in advance at the beginning of each calendar quarter based on the fair market value of the client’s account as of the close of business on the last business day of the previous calendar quarter. Unlike the Portfolio Adviser II Program, quarterly fees are not adjusted for contributions or withdrawals made during the quarter, except for new or terminated accounts. For new client accounts, the initial fee is based on the value of the account as of the day the account’s assets are placed under the supervision of A.G.P., prorated for the balance of the calendar quarter. The fair market value of the assets in the account is determined by the custodian in accordance with its standard policies and practices. In the event the custodian does not provide a value for any asset(s) in the account, those asset(s) will be valued at a market value as determined in good faith by A.G.P. Initial deposit or subsequent additions may be in cash or securities, provided that A.G.P. reserves the right to liquidate any transferred securities, or decline to accept particular securities into a client’s account. Transferred securities may be liquidated without regard to any transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax ramifications. The client should note that by signing an investment advisory agreement, they have directed the custodian to pay the advisory fee as instructed by A.G.P. or any other third-party money manager on a scheduled basis without any additional prior notice. All clients will receive account statements from the custodian no less frequently than quarterly. The custodian statement will include the deduction of the advisory fee. At our discretion, A.G.P. may make alternative billing arrangements for clients upon request. Third-Party Management Program Fees A.G.P. Wrap Account – in this wrap fee program, fees are negotiable and will range up to 2%, payable to A.G.P. quarterly in advance (as described above), and a portion of that fee will be paid out to EPAM as subadvisor. In a wrap fee arrangement, clients pay a single fee for advisory, brokerage and custodial services. Client’s portfolio transactions may be executed without

commission charge in a wrap fee arrangement. In evaluating such an arrangement, the client should also consider that, depending upon the level of the commissions charged by the broker-

dealer, the amount of portfolio activity in the client’s account, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. We will review with clients any separate program fees that may be charged to clients as well as the A.G.P. fee. The A.G.P. fee is set forth in the A.G.P. Wrap Account Investment Management Agreement, agreed to by the client. Other Third-Party Management Accounts – A.G.P. offers the selection of other third-party money managers where the client enters into an agreement with such third-party(ies), and the client pays them directly. The third-party money manager then pays A.G.P. a portion of that fee. These fees are negotiable and range up to 2.5%. Billing frequency (e.g., quarterly in advance or monthly in arrears) will be described in the client's investment advisory agreement. Financial Planning Services The hourly fees are between $150 - $500 for the preparation of a Financial Plan. Hourly fees are subject to a two (2) hour minimum. The total fee for the agreed upon services is negotiable and will be finalized before the delivery of the written plan. Planning fees will vary from one client to the next depending upon the particular A.G.P. IAR who provides the services, the complexity of the client situation, the range of services to be provided, prior or anticipated relationships, and the client’s total net worth. The initial payment for the first two (2) hours is due at the time the Financial Planning Agreement is signed. The payment for any additional hours, if applicable is due at the time the written financial plan is delivered to the client. If client elects to enter into an investment advisory management agreement with A.G.P. in accordance with the recommendations in the completed Financial Plan, A.G.P. may, in its discretion, credit the fees resulting from the Financial Planning Agreement toward the first quarter asset under management fee. The Financial Planning Agreement may be terminated by either party at any time without penalty upon written notice to the other party. Such termination shall not, however, affect liabilities or obligations incurred or arising from transactions initiated under the Financial Planning Agreement prior to such termination. Client shall receive a full refund of all fees and expenses if client terminates the Financial Planning Agreement within five (5) business days of its signing. If the Financial Planning Agreement is terminated after five (5) business days of its signing, any unearned, prepaid fees shall be prorated, and the unused portion shall be returned to client. Client shall pay any earned but unpaid fees upon termination of the Financial Planning Agreement. Estate Planning Services A.G.P. IARs can charge a separate fixed fee for estate planning-related planning services. Fees vary based upon the nature and scope of services requested and are agreed upon with the client in advance, but can range up to $500 depending on scope and complexity. A.G.P. may waive or reduce fees for certain clients at its discretion.

Wrap Fee Program

Fees charged to clients participating in the wrap fee program are described in the wrap fee program brochure. The wrap fee does not include: (i) margin interest; or (ii) certain miscellaneous account fees or other administrative fees, such as wire fees or transfer fees; (iii) advisory fees and expenses of mutual funds (including money market funds), closed-end investment companies or other managed investments, if any are held in the client’s account. A miscellaneous fee schedule is available upon request. Retirement Plan Services Fees for retirement plan services are typically charged quarterly in arrears and based on a percentage of plan assets (and range up to 2.5%), an hourly rate or a specified flat fee as

negotiated with your IAR and set forth in the investment advisory agreement for such service. The fees may be paid by the retirement plan record keeper directly from plan assets, accounts or investments. Alternatively, fees for retirement plan services may be billed to the plan sponsor. Pooled Investment Vehicle A.G.P. will not charge a management fee to GP Advisor Fund. B. General Information Termination of the Advisory Relationship Either party may terminate the agreement upon ten (10) days written notice to the other party. The client may terminate the agreement by writing to A.G.P. at our office. Upon termination of the agreement, A.G.P. will refund any prepaid, unearned advisory fees based on the effective date of termination. Terminations will not affect liabilities or obligations from transactions initiated in the client’s account prior to termination. In the event a client terminates the agreement, A.G.P. will not liquidate any securities in the account unless instructed by the client in writing to do so. Clients should understand that in the event a client requests that their account(s) be fully liquidated, it may take A.G.P. a number of days or more to sell all the securities in the account(s) depending on the types of securities in a client’s account. In the event of client’s death or disability, A.G.P. will continue management of the account until notified and given alternative instructions by an authorized party. Early termination fees may apply to certain investment programs managed by third-party money managers in the Third-Party Management Program when the account is closed within a specified time frame as set forth in the third-party money manager’s investment advisory agreement with the client. These early termination fees are identified in the investment advisory agreement the clients entered into with the third-party money manager and may also be disclosed in the thirdparty money manager’s Form ADV, which is provided to the clients. Mutual Fund Fees All fees paid to A.G.P. for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders (collectively referred to hereinafter as “mutual fund fees”). These mutual fund fees are also separate and distinct from the fees charged by third-party money managers in the Third-Party Management Program, who may have initially obtained the investment portfolio from A.G.P.’s IAR, but who have obtained discretion, by virtue of the investment advisory agreement between the third-party money manager and the client, to invest in different mutual fund classes. Clients should note that many mutual funds have different share classes, with some share classes paying a distribution fee to broker-dealers (a “12b-1 fee”) and others that do not. Consequently, share classes that do not pay a 12b-1 fee are less expensive for clients. In its initial selection of the mutual fund classes for clients selecting the Third-Party Management Program, clients should note that A.G.P.’s IARs may be limited to selecting the share classes that have been previously approved by the third- party money manager. In recommending the share class for the initial portfolio, A.G.P. and our IARs will have a discussion with their clients about the different share classes and will recommend those share class offered by the third-party money manager that is in the best interest of their

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A. Methods of Analysis and Investment Strategies A.G.P.’s investment advisory representatives will generally use the following methods of analysis in formulating our investment advice and/or managing client assets. However, each IAR is allowed to manage their client’s account as they deem necessary, and their specific method of analysis may vary from below. Please speak with your individual IAR for more detail. Fundamental analysis involves the attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages) to determine if the company is underpriced (indicating that it may be a good time to buy) or overpriced (indicating that it may be a good time to sell). This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in the evaluation of the stock. Long term trading is designed to capture market rates of both return and risk. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically, we employ this strategy when (i) we believe the securities to be currently undervalued, and/or (ii) we

want exposure to a particular asset class over time, regardless of the current projection for this class or (iii) the yield (income) of the investment is attractive and consistent with the investment objectives of our client. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Finally, a security may, at any time and without prior notice, decrease, suspend or terminate its payment of dividends, coupon payments, or return on capital thereby decreasing the yield of stated investment. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short term trading. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A risk inherent in short-term purchase strategy is that if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Other risks include liquidity, economic stability, and inflation, in addition to the long-term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Margin transactions and options trading generally hold greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Options transactions. We may use options as an investment strategy. Certain standardized options issued by the Options Clearing Corporation are securities, regulated by the SEC. An option is also considered a “derivative” because it derives its value from an underlying asset. The two types of options are calls and puts: o

A call gives the holder (the buyer of the call) the right to buy an asset at a certain price within a specific period of time. We will buy a call if we have determined that the stock will increase substantially before the option expires.

o

A put gives the holder (the buyer of the put) the right to sell an asset at a certain price within a specific period of time. We will buy a put if we have determined that the price of the stock will fall before the option expires.

We will use options to speculate on the possibility of a sharp price swing. We will also use options to "hedge" a purchase of the underlying security; in other words, we will use an option purchase to limit the potential upside and downside of a security we have purchased for your portfolio. We use "covered calls", in which we sell an option on a security you own. In this strategy, you receive a premium for making the option available, and the person purchasing the option has the right to buy the security from you at an agreed-upon price. We use a "spreading strategy", in which we purchase two or more option contracts (for example, a call option that you buy and a call option that you sell) for the same underlying security. This effectively puts you on both sides of the

market, but with the ability to vary price, time and other factors. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. This theory assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. A.G.P., its co-advisers and sub-advisers reviews each model portfolio before selecting them to be included in our program. We also conduct ongoing reviews to ensure that the model portfolio is still suitable for our programs. We call these processes “due diligence.” In order to assist us in conducting our due diligence and selection of model portfolios, our co-adviser has contracted with an outside firm to act as its Chief Investment Officer. We use a multi-step process in researching model portfolios. Each model portfolio and its manager(s) is evaluated on the basis of information provided by the manager including descriptions of its investment process, asset allocation strategies employed, sample portfolios to review securities selections, and the manager’s Form ADV Disclosure Brochure (if applicable). We attempt to verify the information provided by comparing it to other data from publicly available data collection sources. Third-Party Money Manager Analysis. We examine the experience, expertise, investment philosophies, and past performance of independent third-party investment managers who have entered into a co-advisory or sub-advisory agreement with us in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the manager’s underlying holdings, strategies, concentrations and leverage as part of our overall periodic risk assessment. Additionally, as part of our due-diligence process, we advise our clients that the third-party money manager acting as our co-adviser or as our sub-adviser may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in our co-adviser or sub-adviser’s portfolio, there is a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our clients. Moreover, as we do not control the manager’s daily business and compliance operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. Euro Pacific International SMAs. The Euro Pacific International SMA is a product offered exclusively through EPC that attempts to achieve dividend income for International Dividend Payers SMA and to generate income and capital appreciation over a long-term investment horizon by selectively choosing foreign companies with minimal exposure to the US Dollar for International Value SMA. Value investing. A value investing strategy selects stocks that trade for less than their intrinsic values. Value investors typically seek stocks of companies that they believe the market has undervalued. They believe the market overreacts to good and bad news, resulting in stock price movements that do not correspond with the company's long-term fundamentals. The result is an

opportunity for value investors to profit by buying when the price is deflated. Often, value investors select stocks with lower-than-average price-to-book or price-to-earnings ratios and/or high dividend yields. The risks associated with value-investing include incorrectly analyzing and overestimating the intrinsic value of a business, concentration risk, under performance relative to major benchmarks, macro-economic risks, investing in value traps i.e. businesses that remain perpetually undervalued, and lost purchasing power on cash holdings in the case of inflation. Tactical asset allocation. A tactical asset allocation strategy allows for a range of percentages in each asset class (such as Stocks = 40-50%). The ranges establish minimum and maximum acceptable percentages that permit the investor to take advantage of market conditions within these parameters. Thus, a minor form of market timing is possible, since the investor can move to the higher end of the range when stocks are expected to do better and to the lower end when the economic outlook is bleak. Strategic asset allocation. A strategic asset allocation strategy calls for setting target allocations and then periodically rebalancing the portfolio back to those targets as investment returns skew the original asset allocation percentages. The concept is akin to a “buy and hold” strategy, rather than an active trading approach. Of course, the strategic asset allocation targets may change over time as the client’s goals and needs change and as the time horizon for major events such as retirement and college funding grow shorter. Euro Pacific International SMAs. The Euro Pacific International strategy attempts to provide capital appreciation and income outside of the United States, using a top-down analysis to select countries and industries and a bottom-up analysis to select securities. The strategy seeks to diversify currency risk and takes a long-term investment view with low portfolio turnover. International Dividend Payers SMA The International Dividend Payers strategy is designed to maximize expected dividend income by investing outside of the United States, using a top-down analysis to select the best currencies and sectors, and a bottom-up analysis to select the securities with the most potential to pay out high, sustainable dividend yields. The strategy seeks to diversify currency risk and takes a long-term investment view with low portfolio turnover. International Value SMA The International Value strategy is designed to provide capital appreciation and income by investing outside of the United States, using a top-down analysis to select the best countries and industries and a bottom-up analysis to select the best securities. The strategy seeks to diversify currency risk and takes a long-term investment view with low portfolio turnover. Other Model Portfolio Investment Styles In addition to the styles above, EPC also offers an allocation to a core of stocks under the Value strategy or Dividend Payers strategy, with various Euro Pacific mutual funds included in the portfolio to achieve our client’s overall asset allocation strategy. The various styles available to clients in addition to the ones listed above can be found at www.EPCAdvisorsGroup.com. Certain clients may also be invested according to investment strategies that are no longer actively offered by the firm. B.

Risks

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A.G.P. generally provides advisory services to the following types of clients: ➢ ➢ ➢ ➢ ➢

Individuals High-Net-Worth Individuals Trusts and Estates Corporations or Business Entities Pooled Investment Vehicle

All clients are required to enter into an agreement with A.G.P. and/or its co-advisers or subadvisers in order to establish a client arrangement with A.G.P. Minimum Account Size In order to become an A.G.P. advisory client, initial client household balances (sum of all accounts) generally must contain a minimum of $50,000 in assets to participate in the Wrap Fee Program or $250,000 in assets to be invested in individual securities within the EPC Division’s SMA. In addition, the minimum account size is $10,000 in billable assets for the Portfolio Adviser II Program. Accounts below these minimums may be negotiable and accepted on an individual basis at A.G.P.’s discretion. In addition, the minimum amount may be adjusted upwards during periods of high market volatility to allow for more time to be dedicated to managing existing clients’ assets.

A.G.P. does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client, including GP Advisor Fund. However, the SubAdviser of GP Advisor Fund receives a performance fee at the close of each calendar month equal to fifty-six percent (56%) of GP Advisor Fund’s net profit for that calendar month.

A. Registrations as a Broker/Dealer or Broker/Dealer Representative A.G.P. is also registered as a full-service broker-dealer with the SEC, is a member of FINRA, and is a member of the National Futures Association (NFA) as an introducing broker/dealer (NFA #425453). A.G.P. spends approximately 50% of its time on providing brokerage services to clients. As a fullservice broker-dealer, A.G.P. sells a variety of products and services to our brokerage clients. In addition, a number of our personnel perform various advisory services in addition to their brokerage services. These registered representatives of A.G.P. may execute securities brokerage transactions on a fully disclosed commission basis; however, they will not receive any commissions on transactions in advisory client accounts. A.G.P., as a registered broker-dealer, also participates in the Perth Mint Certificate Program. Through this program, A.G.P.’s EPC Division sells gold certificates for bullion stored at the Perth Mint in Western Australia. A conflict of interest exists to the extent that A.G.P. recommends the purchase of securities where A.G.P.’s personnel receive commissions or other additional compensation as brokerage representatives. However, clients are under no obligation to act on any recommendations of the individuals or place any transactions through them if they decide to follow their recommendations. B. Investment Adviser Although the entities are not affiliated, EPAM, an SEC registered investment adviser, acts as subadviser to certain A.G.P. advisory clients and as adviser to proprietary mutual funds. A.G.P., as a registered broker-dealer, has entered into a selling agreement with the EPAM-managed Funds and will be the primary distributor for the Funds. The Funds are also available through various other unrelated broker-dealers. A.G.P., as a registered investment adviser, will not be providing any services to the Funds. A.G.P. may recommend the Funds to our brokerage clients based on a client’s

needs and objectives. Our significant relationship with EPAM causes a potential conflict of interest in that it provides an incentive for us to recommend EPAM over another sub-adviser. However, A.G.P. has developed and implemented a Compliance Program designed to monitor its IARs’ adherence to client investment objectives and to otherwise meet our fiduciary duty to our clients. C. Insurance Companies As discussed above, some of the A.G.P. personnel, in their individual capacities, are agents for various third-party insurance companies. As such, these individuals are able to receive separate, yet customary commission compensation resulting from implementing product transactions on behalf of advisory clients. Clients, however, are not under any obligation to engage these individuals when considering implementation of advisory recommendations. The implementation of any or all recommendations is solely at the discretion of the client.

D. Private Fund An associated person of A.G.P., Zachery Grodko, manages a private fund – AGP Alternative Investment Fund II, LLC (the “Fund”), through AGP Asset Management LLC. AGP Asset Management is under common control with A.G.P., as both entities have the same owners. The Fund has been established primarily to make investments directly or indirectly in private companies, to purchase securities in such companies from secondary sources, and to invest in interests of investment funds whose portfolios are comprised of companies consistent with the Fund’s investment focus. A.G.P. (through its broker-dealer division) has a placement agent agreement for the Fund and eligible A.G.P. clients are offered it as an investment opportunity. The fact that A.G.P. ultimately benefits from a client’s investment in the Fund creates a conflict of interest, as we have an incentive for our IARs to recommend investments into the Fund. We have adopted policies to address these conflicts. A.G.P. personnel do not benefit directly from the Fund, and we have implemented policies to oversee that clients’ accounts are managed in accordance with their stated investment objectives and risk tolerances. E. Selection of Other Advisors or Managers and How This Adviser is Compensated for Those Selections As previously disclosed, we recommend the services of certain third-party money managers as co-registered investment advisers or sub-advisers to certain of our clients who are suitable for such an arrangement to manage all or a portion of the client’s assets. In exchange for this recommendation, we share our investment advisory fees with these co-advisers and sub-advisers. As such, our investment advisory fees are paid directly by the client to our co-adviser or our subadvisers, who then compensates A.G.P. For the EPC Sub-Advisory Program, clients pay A.G.P. directly and we pay a portion to EPAM. The portion of the advisory fee paid to us does not increase the total advisory fee paid to these third parties by the client. Our current roster of outside thirdparty money managers consists of only those third-party money managers that have entered into agreements with A.G.P. to provide these services. As such, clients should be aware that there may be other co-advisers or sub-advisers that would charge them less fees for the same services, but A.G.P. clients are only able to utilize those co-advisers and sub-advisers that have a contract with A.G.P. for those services. The fees will not exceed any limit imposed by any regulatory agency. A.G.P. will always act in the best interests of the clients, including when determining which third-party investment adviser to recommend to clients. A.G.P. will ensure that all recommended advisers are licensed, or notice filed in the states prior to recommending such advisers to clients. F. Other Related Businesses to this Adviser and Possible Conflicts of Interests Other than what is previously discussed in Items 4 and 10 above, A.G.P. does not have any other related businesses. G. Other Information Regarding Conflicts of Interest With respect to all of the items disclosed above, clients should be aware that the receipt of additional compensation for these services creates a conflict of interest that may impair the objectivity of our firm and these individuals when making advisory recommendations. A.G.P. endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a

registered investment adviser. We take the following steps to address this conflict:

A.G.P. has adopted and strictly adheres to a code of ethics, wherein, among other things, we mandate that our IARs put their clients’ interests first at all times.

we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm's advisory fees;

we advise our clients that they are not obligated to purchase recommended investment products from our employees as that decision is entirely at their discretion;

we collect, maintain and document accurate, complete and relevant client background information, including the client’s financial goals, objectives and risk tolerance;

our firm's management conducts regular reviews of each client account to verify that all recommendations made to a client are suitable to the client’s needs and circumstances;

we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed;

we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and

we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients.

Transactions and Personal Trading A. Code of Ethics A.G.P. believes that we owe clients the highest level of trust and fair dealing. As part of our fiduciary duty, we place the interests of our clients ahead of the interests of the firm and our personnel. We have adopted a Code of Ethics (the “Code”) that outlines the high standards of conduct that A.G.P. seeks to observe. A.G.P.’s personnel are required to conduct themselves with integrity at all times and follow the principles and policies detailed in our Code of Ethics. A.G.P.’s Code of Ethics attempts to address specific conflicts of interest that either we have identified or that could likely arise. A.G.P.’s personnel are required to follow guidelines from the Code in areas such as gifts and entertainment, other business activities, prohibitions of insider trading and adherence to applicable federal securities laws. When associated persons engage in the types of activity described below, they must adhere to the following general principles as well as to the Code’s specific provisions: 1. At all times, the interests of A.G.P.’s clients must come first;

2. Employee personal security transactions must be conducted consistent with the Code in a manner that avoids actual or potential conflict of interest; and 3. No inappropriate advantage should be taken of any position of trust and responsibility. Procedures Regarding Trading by Access Persons in Personal Accounts A.G.P.’s Access Persons are subject to personal trading policies governed by the Code of Ethics. A.G.P. or our personnel may trade in securities for our/their own accounts. The securities we trade in may be the same securities recommended to clients. Personal trading activities present a conflict of interests as we have an incentive to take investment opportunities from clients for our own benefit or to use the information about the transactions, we intend to make for clients to our personal benefit by trading ahead of clients. We have adopted policies to address these conflicts. Day-to-day management of client accounts is delegated to a sub-adviser, and A.G.P. personnel do not generally have access to information about intended trades for clients. In addition, no Access Person may purchase or sell shares of certain securities in an Initial Public Offering or Limited Offering without pre-approval from the advisory CCO. Gifts No advisory associate will give or receive any gift or other item of more than $100 in value to/from any person or entity that does business with or on behalf of A.G.P. without prior approval from the advisory CCO. All gifts given and received, of any value, must be reported to the advisory CCO. Misuse of Non-Public Information No advisory associate will divulge or act upon any material, non-public information, as such activity is defined under relevant securities laws and in A.G.P.’s written Insider Trading Policy. Reporting and Compliance Procedures Submission of Quarterly and Annual Reports: All Access Persons are required to report to A.G.P.’s Compliance Department complete information regarding security transactions in their personal accounts that took place during the preceding quarter. In addition, all Access Persons are required to submit to the Compliance Department, on an annual basis, a complete report of all their security holdings and brokerage accounts. Annual Acknowledgement of Code of Ethics: Every advisory associate will receive a copy of the Code initially upon hire and, at any time, an amendment takes place. Every advisory associate is required to read and understand the requirements of the Code, and then submit to the Compliance Department a signed certification acknowledging receipt of the Code. Sanctions: If it is determined that a violation of the Code has occurred, A.G.P.’s senior management may impose such sanctions as it deems appropriate, including, but not limited to, disgorging profits made by the violator, suspension of employment and/or dismissal from A.G.P. A complete copy of A.G.P.’s current Code of Ethics is available by sending a written request to the CCO at our main office or by calling A.G.P. at 800-727-7922. B.

Participation or Interest in Client Transactions

The following items represent situations where a conflict of interest may exist between the client and A.G.P. and/or our personnel. Riskless Principal Transactions There may be times when the sub-adviser feels it is in the best interest of certain clients to have A.G.P. execute a riskless principal transaction (i.e., where A.G.P., acting as broker-dealer, purchases a security from one advisory client into our inventory and simultaneously sells the security out of our inventory to another advisory or brokerage client). We only consider executing principal transactions when a clear benefit exists to the client and never for the sole benefit of A.G.P. One advantage of principal transactions is the ability to narrow spreads on thinly traded positions, potentially receiving more favorable pricing on both the buy and sell sides than the market currently offers. In addition, principal transactions can provide greater liquidity. Potential conflicts that can exist when conducting principal transactions include the incentive to favor proprietary accounts when establishing pricing or to dispose of underperforming assets from proprietary portfolios as well as other abuses in the absence of full market disclosure. In advance of each principal transaction, A.G.P. provides participating clients with important details of the proposed trade and obtains the client’s consent. Agency Cross Transactions There may be times when the sub-adviser feels it is in the best interest of clients to have A.G.P. perform an agency cross transaction (i.e., where A.G.P., acting as broker-dealer, sells a security from one advisory account to another advisory account and receives a brokerage commission). Agency cross transactions pose a conflict of interest between the interests of A.G.P. and our clients. A.G.P.’s practice is to engage in these types of transactions in very limited circumstances, and we will only perform agency cross transactions when the proposed transaction is in the best interests of both clients. Cross transactions prevent market impact (potentially lower price) on a sale transaction and allow potential price improvement on a purchase. In effect, the price sold, and the price paid as part of the “cross” is at a better price (bid/ask) than would be achievable if the security is sold to the market and then re-purchased. A.G.P. will provide details pertaining to all agency cross trades to participating clients prior to settlement of each crossed transaction. We will request client consent and provide applicable disclosures any time we engage in agency cross transactions. C.

Investing Personal Money in the Same Securities as Clients:

From time to time, IARs of A.G.P. may buy or sell securities for themselves that they also recommend to clients. This provides an opportunity for IARs of A.G.P. to buy or sell the same securities before or after recommending the same securities to clients resulting in IARs profiting off the recommendations they provide to clients. Such transactions create a conflict of interest. A.G.P. will always document any transactions that could be construed as conflicts of interest and will not engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D.

Trading Securities At/Around the Same Time as Clients' Securities:

From time to time, IARs of A.G.P. may buy or sell securities for themselves at or around the same time as clients. This provides an opportunity for IARs of A.G.P. to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the

recommendations they provide to clients. Such transactions create a conflict of interest; however, A.G.P. will not engage in trading that operates to the client’s disadvantage if IARs of A.G.P. buy or sell securities at or around the same time as clients.

Factors Used to Select Custodian and/or Broker/Dealers

A.G.P. generally requires clients to establish a brokerage account with our brokerage division and custody their assets with a third-party custodian/broker chosen by A.G.P. ("Custodial Broker"). A.G.P. requires that clients maintain their accounts with A.G.P.'s clearing firm National Financial Services, LLC ("NFS"), a subsidiary of Fidelity Investments, or with the Royal Bank of Canada ("RBC"). Certain advisory accounts will be maintained on third-party sponsored platforms utilizing NFS and related Fidelity institutional services. For such accounts, A.G.P. will serve solely in an investment advisory capacity and will not act as the introducing broker-dealer. Factors considered by A.G.P. in choosing the Custodial Broker include, but are not limited to, the reasonableness of their commissions, product availability, research and other services available to both the client and A.G.P. A.G.P. continually attempts to obtain any and all services available from the Custodial Broker. As an investment adviser and broker-dealer, A.G.P. has a duty to seek best execution for client transactions. While best execution is difficult to define and challenging to measure, there is some consensus that it does not solely mean the achievement of the best price on a given transaction. Rather, it appears to be a collective consideration of factors concerning the trade in question. Such factors include the security being traded, the price of the trade, the timelines of the execution, apparent market conditions at the time the trade is placed (including the float and efficiency of the market) and the need of the particular client. A.G.P. seeks to obtain best execution for our clients’ transactions, which may not necessarily mean the best price or lowest commission available but rather the best overall qualitative execution given the particular circumstances. The sub-adviser is responsible for managing client accounts on a day-to-day basis and selecting the broker-dealer for client transactions in accordance with their best execution policies. Support Products and Services The Custodial Broker may provide A.G.P. with access to their institutional trading and custody services, which are typically not available to retail investors. These services are generally available to independent investment advisers on an unsolicited basis. Some of the services provided by the Custodial Broker also include brokerage, custody, research and access to certain mutual funds and other investments that may not otherwise be available to non-institutional investors or would require a significantly higher minimum initial investment. The Custodial Broker may also make available to A.G.P. other products and services that benefit A.G.P. but may not benefit our clients. Some of these other products and services may assist A.G.P. in managing and administering clients’ accounts. These may include software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitation of trade execution (and allocation of aggregated trade orders for multiple client accounts), providing research pricing information and other market data and assisting with back-office functions, recordkeeping and client reporting. Many of these services may be used to service all or a substantial number of A.G.P.’s accounts, including accounts not maintained at the Custodial Broker providing the services. The Custodial Broker may also make available to A.G.P.

other services intended to help A.G.P. manage and further develop our business enterprise. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance and marketing. In addition,

the Custodial Broker may make available, arrange and/or pay for these types of services rendered to A.G.P. by other independent third parties. As such, A.G.P. has an incentive to select or recommend a Custodial Broker based on its interest in receiving the research or other products or services, rather than on the clients’ interest in receiving most favorable execution. While as a fiduciary, A.G.P. endeavors to act in our clients’ best interests, A.G.P.’s requirement that clients maintain their assets in accounts at the Custodial Broker may be based in part on the benefit to A.G.P. of the availability of some of the foregoing products and services. In addition, due to the fact that A.G.P. does not directly pay for these services, including any research received, it may be construed as receipt of an economic benefit by A.G.P. and therefore, a conflict of interest exists between A.G.P. and the client. B.

Research and Other Soft-Dollar Benefits

A.G.P. does not currently participate in soft dollar arrangements. The sub-adviser may utilize soft dollars in accordance with their soft dollar policies. C.

Aggregating and Allocation of Transactions

Trade Aggregation The sub-adviser is responsible for managing client portfolios and entering client transactions on an individual or aggregated basis, according to the sub-adviser’s policies. Allocation of Initial Public Offerings and Private Offerings If appropriate for the client’s overall situation, we may recommend that clients invest in other types of securities such as an initial or secondary public or private offering (“Limited Offering”). Typically, such securities are maintained in a separate brokerage account of the client and are not part of the client’s managed advisory account. Administrative Trade Errors From time-to-time we may make an error in submitting a trade order on your behalf. Trading errors may include a number of situations, such as:

The wrong security is bought or sold for a client;

A security is bought instead of sold;

A transaction is executed for the wrong account,

Securities transactions are completed for a client that had a restriction on such security; or

Securities are allocated to the wrong accounts.

When this occurs, we may place a correcting trade with the broker-dealer which has custody of your account. If an investment gain results from the corrective action, the gain will remain in your account unless it is legally not permissible for you to retain the gain, or we confer with you and you decide to forego the gain (e.g., due to tax reasons). If a loss occurs due to our administrative trade error,

we are responsible and will pay for the loss to ensure that you are made whole. Note: To limit the respective administrative expenses and burden of processing small trade errors, it should be noted some custodians (at their own discretion) may elect not to invoice us if the trade error involves a de minimis dollar amount (usually less than $100). Generally, if related trade errors result in both gains and losses in your account, they may be netted.

Promoter Relationships We have arrangements whereby from time-to-time A.G.P will compensate unaffiliated persons or firms for client referrals and/or service. Under such arrangements, A.G.P.

generally pays a percentage of the investment advisory fee payable to us by the client. This fee may vary according to each agreement. Clients referred to A.G.P. will not be charged more than similarly situated clients who were not referred to A.G.P. Clients referred to us by a Promoter will receive a copy of this Disclosure Brochure along with disclosure (either orally or in writing) of the terms of the referral arrangement and any conflicts of interest related to the arrangement at the time of the referral. Referral arrangements are entered into in accordance with Advisers Act Rule 206(4)-1. Sponsorships of client events by mutual fund companies or insurance companies: From time to time, insurance companies, mutual fund companies or the managers of mutual funds sponsor and pay for client luncheons, or other events that A.G.P. hosts. This may include third-party speakers that A.G.P. does not have to compensate (although A.G.P. may also pay consultants to attend these events or other client meetings to offer their expertise). These arrangements may give rise to conflicts of interest, or perceived conflicts of interest in that A.G.P. has an incentive to invest client assets in investment products managed or sold by companies that provide such benefits to A.G.P. A.G.P.’s commitment to its clients and the policies and procedures it has adopted that require the review of such arrangements by the advisory CCO are designed to limit any interference with A.G.P.’s independent decision making when choosing the best investment products for our clients. NTF mutual fund revenue sharing through Fidelity: A.G.P. has an agreement with Fidelity pursuant to which Fidelity pays A.G.P. a small percentage of revenue based on total A.G.P. client assets invested in eligible no transaction fee ("NTF") funds (Fidelity funds are not eligible for this revenue sharing agreement). Under the agreement, Fidelity pays A.G.P. up to 10 basis points (or $.10 for every $100 every year, depending on the total amount of eligible assets in client accounts). Because these fees are based on assets under management, as A.G.P.’s total assets grow in eligible NTF funds the greater the compensation A.G.P. will receive. In addition, A.G.P. does not track the amount of compensation earned off individual client investments or provide an accounting or summary of such fees to clients. A.G.P. has worked with Fidelity to rebate such fees back to advisory clients and A.G.P. has implemented procedures to periodically review this process to identify, and rectify, accounts that have not been properly rebated. A.G.P. This additional compensation arrangement should be considered when a client considers opening an account at A.G.P. Although A.G.P. has practices in place to rebate these fees in advisory accounts, this arrangement gives rise to conflicts of interest, or perceived conflicts of interest, as A.G.P. has an incentive to steer client assets to Fidelity for custodial services in general and more specifically into eligible NTF funds that generate such revenue rather than into the Fidelity funds, which do not generate such revenue. Notwithstanding this conflict, A.G.P. believes that this arrangement does not interfere with its provision of advice to clients because of its practices and controls described above. Eligible NTF funds change periodically and A.G.P. is not made aware of which funds are considered eligible by Fidelity. In addition, A.G.P. has procedures in place to periodically review client accounts for adherence to client investment objectives, adherence to applicable federal securities laws, and to ensure that client assets are invested in, what we believe, are the best available mutual funds for the strategies we are implementing and monitoring. We will invest client assets into the Fund(s) that we feel is most advantageous to our clients, regardless of additional fee revenues. Clients should note that this additional compensation to A.G.P. does not directly increase clients’ expenses since they are collected by the mutual funds themselves anyway, which revenue is then shared with Fidelity. If A.G.P. does not accept this revenue, Fidelity retains it.

Fidelity Cash Sweep Vehicles: A.G.P. has entered into a “distribution assistance” arrangement with Fidelity related to the cash sweep vehicles (i.e., money market funds or FDIC-insured sweep products) used for cash management services provided through Fidelity. For client assets held in cash sweep vehicles while awaiting reinvestment, Fidelity pays A.G.P. a “distribution assistance” fee based on the average fund balance. This can range from 15 to 50 basis points (or from $0.15 to $0.50 for every $100 per year, depending on the total amount of eligible assets in the fund(s)). It is important to note that this arrangement has no impact on the yield of the product. Clients should refer to the Prospectus and Statements of Additional Information for applicable products for further information regarding such payments. A.G.P. has entered into these arrangements to help offset the costs of running our internal trade desk and other back-office functions, which we believe help us provide enhanced customer service. A.G.P. also has access to cash sweep vehicles that do not pay a distribution assistance fee to A.G.P., have no minimum initial purchase requirement, and have a potentially higher yield. Therefore, clients have the option of utilizing any FDIC-insured sweep product or a money market fund offered by our custodian to hold their cash balances. Our custodian offers more than 100 options for holding cash balances. Clients are not obligated to use a cash sweep vehicle that pays us a distribution assistance fee, and we encourage you to discuss your available options with your IAR. It is important to note that A.G.P. recommends that clients choose a cash sweep product that allows the funds to be readily available for new purchases. Otherwise, if the cash is deposited into certain money market funds, we must purchase the fund, sell it, and wait for the proceeds to settle before those proceeds are available to make new purchases. The cash sweep vehicles we recommend afford your IAR greater flexibility to react to market conditions and opportunities than certain money market fund options. If you intend to hold cash positions for a greater time period, the money market fund would be the better option. We encourage you to discuss this process and your options with your IAR to determine what best fits your needs. The distribution assistance arrangement gives rise to conflicts of interest as A.G.P. has an incentive to steer client assets to Fidelity to generate additional revenue, rather than to products or custodians that do not provide such revenue. Your IAR will not receive any portion of this compensation. Notwithstanding this conflict, A.G.P. believes this arrangement does not interfere with its provision of advice to clients because of its practices and controls. A.G.P. periodically reviews the fees it has negotiated with Fidelity against the services it receives, and A.G.P. IARs and supervisors review client accounts to ensure they are consistent with their stated needs, objectives, and financial situation. Fidelity Margin Debit Balances: Similar to the cash sweep arrangement described above, A.G.P. has entered into a “margin debit participation” arrangement with Fidelity that allows A.G.P. to share in revenue from interest charged on margin balances in client accounts. Through this program, A.G.P. will receive a financial benefit from Fidelity for the difference between A.G.P.’s cost of funds and the loan rate applied to margin debits. This rate can vary depending on margin rates set by the marketplace, the Fidelity base lending rate, the aggregate amount of the margin debit balance, and potentially other factors. Thus, A.G.P receives a portion of the margin interest charged on a client’s margin debit balance. This means A.G.P. can determine (mark-up) the ultimate client margin debit interest schedule that clients will pay, and the interest rate could be as high as a Fidelity Base Lending Rate (“FBLR”) plus 300 basis points. Furthermore, A.G.P. is paid interest on short sale transactions. As with the cash sweep arrangements,

A.G.P. has entered into these arrangements to help offset the costs of running our internal trade desk and other back-office functions, which we believe help us provide enhanced customer service. The margin debit participation arrangement gives rise to conflicts of interest as A.G.P has an incentive to recommend margin accounts and steer client assets to Fidelity to generate additional revenue, rather than to accounts (i.e., non-margin) or to custodians that do not provide such revenue. Your IAR will not receive any portion of this compensation. Notwithstanding this conflict, A.G.P. believes this arrangement does not interfere with its provision of advice to clients because of its practices and controls. We believe this conflict of interest is mitigated by the review of each client’s application for margin to ensure it is consistent with the client’s stated needs, objectives, and financial situation.

RBC Margin Debit Balances and Credit Interest A.G.P. has an agreement with RBC Correspondent Services pursuant to which RBC may rebate A.G.P. under one or more circumstances. Under an interest sharing rebate, RBC may provide a monthly rebate to A.G.P. of 100% of the spread between the margin rate provided to A.G.P. customers and the Call Money Rate published by The Wall Street Journal plus a floating rate depending on the total average customer margin balance. Additionally, RBC may provide a rebate of 100% of the spread between the effective Federal Funds Rate plus 15 basis points and the customer CIP rate, with a cap of 25 basis points. Through these programs, A.G.P. will receive a financial benefit from RBC for the difference between A.G.P.’s cost of funds and the loan rate applied to either margin debits or credit. This rate can vary depending on margin rates set by the marketplace, the RBC base lending rate, the aggregate amount of the margin debit balance or credit balance, and potentially other factors. Thus, A.G.P. receives a portion of the margin interest charged or credit interest charged on a client’s balance. A.G.P. has entered into these arrangements to help offset the costs of running our internal trade desk and other back-office functions, which we believe help us provide enhanced customer service. A.G.P.’s participation in these programs, however, gives rise to conflicts of interest as A.G.P. has incentive to recommend margin accounts or credit accounts, and steer client assets to RBC to generate additional revenue, rather than to accounts (e.g. non-margin) or to custodians that do not provide such revenue. Your IAR will not receive any portion of this compensation. Notwithstanding this conflict, A.G.P. believes this arrangement does not interfere with its provision of advice to clients because of its practices and controls. We believe this conflict of interest is mitigated by the review of each client’s application for margin or credit, as the case may be, to ensure it is consistent with the client’s stated needs, objectives, and financial situation. Insured Deposit Rebate RBC may also provide a rebate to A.G.P. for insured deposits of up to 60 basis points based on A.G.P.’s monthly average daily balance held at RBC. For balances that exceed the FDIC insurance limit, A.G.P. may receive sharing based on the monthly average balance in U.S. Government Money Market Fund; such sharing equals 13.5 basis points less 100% of the fees waived by the Fund (if the Fund waives 50 basis points or more, no sharing will be paid to A.G.P. A.G.P. has entered into these arrangements to help offset the costs of running our internal trade desk and other back-office functions, which we believe help us provide enhanced customer service. A.G.P.’s participation in these programs, however, gives rise to conflicts of interest as A.G.P. has incentive to steer client assets to RBC to generate additional revenue, rather than to custodians that do not provide such revenue; A.G.P. also has incentive to recommend that its clients deposit cash assets at RBC that exceed FDIC insurance limits. Notwithstanding these conflicts, A.G.P. believes this arrangement does not interfere

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Related to A.G.P.’s registered investment adviser and A.G.P.’s broker-dealer (disciplinary actions dated 2018 through 2019, operating under the name Euro Pacific) within the last ten years: On October 24, 2024, the Securities and Exchange Commission deemed it appropriate and in the public interest that public administrative and cease-and-desist proceedings be instituted against A.G.P. In anticipation of the institution of these proceedings, the Firm submitted an offer of settlement which the Commission determined to accept. The Firm was ordered to cease and desist from committing or causing any violations and any future violations of 15B(C) (1) of the Exchange Act, and MSRB Rules G-13, G-14, G-17, G-27, AND G-30, was censured, and ordered to pay disgorgement of $11,369.00 and prejudgment interest of $2,407.38, and to pay a civil money penalty of $100,000, of which $41,667 shall be transferred to the MSRB. On June 12, 2022, the California Department of Insurance entered a default order against A.G.P., indicating that the Firm had violated sections 1668(B), 1668(E), 1668(H) and 1668(J) of California Insurance Code. A.G.P. inadvertently failed to separately notify the California Insurance Department of certain regulatory events, all of which had been fully disclosed on the Firm’s publicly available record as maintained by the Central Registration Depository (CRD), in connection with an application to act as a Life Only agent with variable contract authority. Documents from the Department requesting information in relation to that application were mishandled by an assistant in A.G.P.’s Chicago office and a default order denying the Firm’s application for the insurance license was entered. A.G.P. is exploring possible options to vacate the default order. On April 11, 2019, FINRA alleged, while under prior ownership as Euro Pacific Capital, in January 2016, a corporate customer was alleged to have been charged $6,000 for filing a Form 211 in violation of FINRA Rule 5250 and 2010. Without admitting or denying the findings, the firm consented to the sanctions and to the entry of findings that it improperly charged a firm client $6,000 for filing a Form 211 application with FINRA. The findings stated that the client engaged the firm, through a firm registered representative who held the title of Managing Director, as an investment bank designated advisor for disclosure (DAD). The DAD agreement between the client and the firm required the client to pay four quarterly payments of $4,000 for a total amount of $16,000. The findings also stated that the Managing Director reached an agreement with a vice president of the client, whereby the firm would file the Form 211 application with FINRA to initiate quotations of the client's Series B shares on the OTCQX

market. The firm, through the Managing Director, also demanded, and the vice president agreed, that the client pay the firm $6,000 for filing the Form 211. After learning that the Managing Director had improperly charged the client for filing the Form 211, the firm withdrew the form and paid the client the $6,000 it charged the client for filing the Form 211 after FINRA initiated its investigation into this matter. On May 21, 2018, Nasdaq Stock Market alleged that: (1) the firm’s broker-dealer failed to maintain a continuous two-sided trading interest during regular market hours at prices within certain percentages away from the National Best Bid and Offer (NBBO), violations which were alleged to have occurred because the firm’s broker-dealer failed to set up the automated quote refresh function in its order management system for each security it was in as a market maker; and (2) the firm’s broker-dealer's supervisory system was not reasonably designed to achieve compliance with Nasdaq quoting obligations. Without admitting or denying the findings, the firm’s broker-dealer consented to the described sanctions and to the entry of findings and was therefore censured and fined $12,500. Because the firm’s broker-dealer had already enhanced its written supervisory procedures and implemented new reviews to ensure compliance with quoting obligations, an undertaking was not ordered for this matter.

Advisory Account Reviews

Accounts are reviewed on an ongoing basis to ensure their conformity with the client’s stated investment objectives. The review process is based on a variety of factors, which include but are not limited to the client’s investment objectives, the economic environment, outlook for the securities markets and the merits of the securities in which the accounts are invested. In addition, a special review of an account may be triggered by one or more of the following: (1) a change in the client’s investment objectives, guidelines and/or financial situation communicated by the client; (2) a change in diversification; (3) tax considerations; (4) cash added to or withdrawn from account; (5) a purchase or sale of a security in the account; (6) a major change in the markets; and (7) a request by a client. Reviews of accounts are usually performed by the IAR assigned to the account. There is no limit to the number of accounts that could be assigned to an individual IAR. The IAR typically offers one-on-one client portfolio reviews (either in-person or telephonically) to the clients at least annually. Clients are encouraged to contact A.G.P. at any time via email or phone to address any questions or concerns. B.

Account Reporting

Clients are provided monthly or quarterly account statements from the qualified custodian, depending on the activity in the account. Reports include details of client holdings, asset allocation, and other transaction information. See the section titled “Custody” below for additional information on custodian and account statements. A.G.P. or your IAR may provide clients with additional written account review reports. Comparisons to market indices and account performance may be used to evaluate account performance in connection with these reports. We recommend comparing the account statements you receive from the independent custodian with those you receive from us. You should immediately inform us of any discrepancy noted between the custodian records and the reports you receive from us. The reports may contain or refer to information provided by clients or third parties. A.G.P. does not independently verify information provided by a custodian, client or other third party, nor does A.G.P. guarantee the accuracy or validity of such information. A.G.P. is not liable in connection with its use of any information provided by a client, a custodian, or other third party in the account review reports.

We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that, by signing the applicable agreement, the client has directed the custodian to pay the advisory fee to A.G.P. on a scheduled basis without any prior notice to the client. All account assets, transactions, and advisory fees will be shown on the monthly or quarterly statements provided by the custodian. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. As described under “Review of Accounts”, certain IARs may provide to you reports regarding your portfolio. You are encouraged to review these reports and compare them against reports received from the custodian that services your advisory account. You should immediately inform us of any discrepancy noted between the custodian records and the reports you receive from your IAR. Discrepancies may occur because of reporting dates, accrual methods of interest and dividends and other factors. The custodial statements received are the official record of your accounts maintained with the qualified custodian for tax purposes. Any account information provided by A.G.P. or your IAR is for informational purposes only. Because the custodian calculates the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. When performing retirement plan services, custody of all retirement plan assets will be maintained with a third-party custodian selected by the Sponsor, and the retirement plan recordkeeping will be provided by a third-party record keeper selected by the Sponsor. We will not serve as a custodian of a retirement plan for which we provide advisory or investment management services. Our firm does not have actual or constructive custody of client accounts.

Unless specifically agreed upon in advance in writing, A.G.P. has full discretion to decide the specific security to trade, the quantity and the timing of transactions for client accounts, the broker or dealer in which to execute such securities transactions and determine what transaction fee rate shall be paid on

client’s behalf. A.G.P. will not contact clients before placing trades in their account. Clients will receive confirmations directly from the broker for any trades placed. Clients grant us discretionary authority in the applicable agreement they sign with us, and clients also give us trading authority within their accounts when they sign the custodian paperwork. Certain client-imposed conditions may limit our discretionary authority, such as where the client prohibits transactions in specific security types. It is A.G.P.’s intention to keep all clients informed, usually via email updates, webinars and reports published on the Internet, of the basic structure of investment portfolios and possible future changes that may be made to those portfolios. Investment and brokerage discretion is maintained legally in order to facilitate the ability to make changes quickly to client accounts should market conditions warrant. The intent of discretion is one of speed and efficiency rather than a desire to reduce communication and interaction with clients. Prospective clients are encouraged to discuss the use of A.G.P.’s discretion in managing their accounts prior to becoming a client. Discretion is used primarily for the timing, magnitude, and scope of portfolio changes. A.G.P. maintains an opendoor policy in terms of the client’s ability to ask questions concerning their account(s) or their current investment strategy. In order to faithfully execute a fiduciary duty and allocate the proper amount of time to investment research and client account management, A.G.P. seeks to find a reasonable balance between one-on-one client interaction and maintaining a focus on the primary task of money management. Through the applicable agreement, clients have granted trading authority to A.G.P. and our IARs. Since A.G.P. is compensated on advisory accounts based on the value of the client’s account, A.G.P. is financially motivated to reduce third-party custodial fees (just as an individual investor would be). A.G.P. feels that the best way to make a prudent business decision on third-party custodial fees (or any third-party fee) is to review the fee in terms of the percentage of the client’s principal.

A. Proxy Voting A.G.P. does not accept or have the authority to vote client securities. However, clients may call us if they have questions about a particular solicitation. A.G.P. will not be deemed to have proxy voting authority solely as a result of providing advice or information about a particular proxy vote to a client. Clients will receive their proxies or other solicitations directly from their custodian or a transfer agent. Our agreement and/or the plan’s written documents will evidence and outline this authority. B. Class Actions A.G.P. does not instruct or give advice to clients on whether or not to participate as a member of class action lawsuits and will not automatically file claims on the client’s behalf. However, if a client notifies us that they wish to participate in a class action, we will provide the client with any transaction information pertaining to the client’s account that is required by the client to file a proof of claim in a class action.

Privacy Policy Statement We recognize the importance of protecting the confidentiality of nonpublic personal information that we collect about our customers (for the purpose of this document, the term “our customers” refers to you). The information is used to ensure accuracy in reporting and record keeping, to maintain our customers’ accounts, and to carry out requested transactions. Keeping this information secure is a top priority for us, and we are pleased to share with you our privacy policy. 1. We collect nonpublic personal information about our customers from the following sources:

Applications or other forms (such as name, address, social security number, assets and income).

Customers’ transactions with us, their financial organizations or others.

Consumer reporting agencies (such as credit worthiness and credit history).

2. Our internal data security policies restrict access to nonpublic personal information to authorized employees only. We maintain physical, electronic and procedural safeguards that are designed to comply with federal standards to protect our customers’ nonpublic personal information. Employees who violate our data security policies are subject to disciplinary action, up to and including termination. 3. We may disclose nonpublic personal information about our customers to nonaffiliated thirdparties with whom we have contracted to perform services on our behalf, such as, printing, mailing, fraud prevention, and data processing services, as well as nonaffiliated financial organizations with which we have clearing agreements. We may disclose all of the information that we collect, as described above. We may also disclose nonpublic personal information about our customers as permitted or required by law. 4. We do not disclose nonpublic personal information about former customers, except as permitted or required by law. If our customers visit the A.G.P. websites, we may occasionally use a “cookie” in order to provide better service, to facilitate our customers’ use of the website, to track usage of the website and to address security hazards. A cookie is a small piece of information that a website stores on a personal computer and which it can later retrieve. We may use cookies for some administrative purposes, for example, to store our customers’ preferences for certain kinds of information. None will contain information that will enable anyone to contact our customers via telephone, email, or any other means. If our customers are uncomfortable with the use of cookie technology, they can set their browsers to refuse cookies. Certain of our services, however, may be dependent on cookies and our customers may disable those services by refusing cookies.