Focus Partners Wealth

A. Description of the Advisory Firm Focus Partners Wealth, LLC (“Focus Partners”) is a limited liability company organized in Delaware. Focus Partners is an investment advisory firm registered with the United States Securities and Exchange Commission (“SEC”). Focus Partners merged with Evernest Financial Advisors (SEC # 801-128908) (“Evernest”) on 07/01/26. Focus Partners acquired a majority of the assets of Kovitz Investment Group Partners, LLC (“Kovitz”) (SEC # 801-107054) on 01/01/26. Focus Partners merged with Sonora Investment Management Group, LLC (SEC # 801-121799) (“Sonora”) on 10/01/25. Focus Partners merged with David Wealth Management, LLC (SEC # 801-120780) (“DWM”) on 08/01/25. Focus Partners merged with Bordeaux Wealth Advisors LLC (SEC # 801-110221) (“Bordeaux”) on 07/01/25. Focus Partners acquired the Churchill Management Corporation (d/b/a Churchill Management Group) business (SEC # 801-4211) on 07/01/25. Focus Partners merged with Spectrum Wealth Mgmt., LLC (SEC # 801-126882) (“Spectrum”) on 06/01/25. Focus Partners merged with Adero Partners, LLC (SEC # 801-113671) (“Adero”) on 05/01/25. Focus Financial Partners

Focus Partners is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, Focus Partners is a wholly owned indirect subsidiary of Focus LLC. Focus Financial Partners Inc. (“Focus Inc.”) is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because Focus Partners is an indirect, wholly owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of Focus Partners. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers, and other firms (the “Focus Partner Firms”), most of which provide wealth management, benefit consulting, and investment consulting services to individuals, families, employers, and institutions. Some Focus Partner Firms also manage or advise limited partnerships, private funds, or investment companies as disclosed on their respective Form ADVs. Focus Partners’ day-to-day operations are managed and overseen by its Executive Committee. The Executive Committee provides operational oversight and execution. It also drives the overall design and implementation of Focus Partners’ strategic priorities.

Adviser Liability

We are stating here, with clarity and in plain English, what it means to be a fiduciary to you. As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by federal and state securities laws. As a result, you have certain rights that cannot be waived or limited by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations under federal and state securities laws or as a waiver of any unwaivable rights you possess. You should not interpret any form of client agreement with us as preventing you from claiming that we have not met our fiduciary duties to you if you believe that we have not, in fact, satisfied those duties. Churchill Management Group

Focus Partners acquired the Churchill Management Corporation business in a transaction that closed on July 1, 2025. The Churchill Management Corporation team continues to do business at Focus Partners as “Churchill Management Group.” B. Advisory and Other Services Focus Partners offers a suite of wealth advisory services and other services to individuals, families, qualified retirement plans, institutions, and businesses. These services include investment management, financial counseling, family office services, and employee benefit retirement plan services. In addition, Focus Partners provides investment consulting services for certain clients on accounts and assets that Focus Partners does not manage. Focus Partners also offers tax planning, tax preparation, tax compliance, business solutions, business management, family budget consulting, dispute resolution, and financial management services. Focus Partners also offers sub-advisory and business services to other advisory firms. Focus Partners also offers, through third parties, cash management services. For advisory agreements, Focus Partners acknowledges within the advisory contract with that client that Focus Partners is held to a fiduciary standard of care in the delivery and performance of its advisory services. Investment Management Services

Focus Partners provides Investment Management Services to individuals and institutions. Focus Partners’ primary core investment philosophy is long-term and focuses on tax and fee sensitivity. The investment management services provided to a client are customized based on the personal needs of that client, including understanding the client’s risk tolerance level, expected rate return requirements, and liquidity needs. Focus Partners will allocate a client’s assets among various investments taking into consideration the client’s unique ability, need, and willingness to take risk. Investment management services can include active or passive strategies. Focus Partners calls its approach to investment management “enhanced open architecture.” In designing and implementing customized strategies, Focus Partners can manage, on a discretionary and/or nondiscretionary basis, or combination of both, a broad range of investment strategies and vehicles.

Equity (stock) and fixed income strategies

Mutual fund and ETF strategies

Private funds (LP structure funds)

Alternative investments and strategies

Third-party subadviser/SAM (separate account manager) strategies

If appropriate for a client, Focus Partners may allocate a portion of a portfolio to an independent third-party investment adviser (“separate account manager”) for separate account management based upon individual client circumstances and objectives, including, but not limited to, client account size, investment strategy, and tax circumstances. For certain clients, in addition to managing the client’s investment portfolio, Focus Partners provides financial counseling services, which are more holistic services than investment management alone (see below). Focus Partners may provide investment advice on clients’ accounts and assets held away from clients’ primary custodians. These held-away accounts and assets include but are not limited to 401(k) accounts, 529 plans, private investments, annuities, etc. Clients may need to arrange for Focus Partners’ access to such accounts in order for Focus Partners to trade the accounts and/or provide investment advice (including but not limited to access and order management through Pontera Solutions, Inc.). We review, monitor, and advise on these held-away accounts in an integrated way with the clients’ brokerage accounts held at their primary custodians. If requested by a client, Focus Partners will help open and maintain a non-managed or accommodation account for the client. By virtue of opening the account under Focus Partners, Focus Partners may have a limited power of attorney authority on the account, but the client acknowledges that Focus Partners will not provide any investment advice on the account. Focus Partners may, in its discretion, facilitate a client’s specific written request to facilitate a trade or other instruction. Sponsored Wrap Program (for Grandfathered GYL and Kovitz Clients)

As a result of the merger of GYL Financial Synergies, LLC (“GYL”) into Focus Partners on 11/01/24, and the acquisition of a majority of the assets of Kovitz Investment Group Partners, LLC (“Kovitz”) on 01/01/26, Focus Partners has a very small number of clients that are on a wrap program (the “Focus Partners Program”), which is sponsored and/or managed by Focus Partners. Focus Partners’ investment management fee for the clients are bundled with the custody and commissions (but not markups or markdowns embedded in any fixed income transactions) for brokerage transactions executed at the wrap program broker. In this an arrangement, the client pays a single fee (“Focus Partners Program Fee”) for Focus Partners’ investment advice, custody and commissions for securities transactions executed at the program broker the client chooses, which is either Fidelity or Charles Schwab. The Focus Partners Program Fee does not include the fees and expenses of any underlying mutual funds, ETFs, or independent managers and their platform manager. Participants in the Focus Partners Program may pay a higher or lower aggregate fee than if investment management and brokerage services were unbundled and charged separately. Additional information about the Focus Partners Program is available in Focus Partners’ Wrap Brochure, which appears as ADV Part 2A Appendix. The fee paid to Focus Partners could be more or less than the cost of paying for investment advice, trade execution, custody, and reporting services separately, depending on the cost of these services if provided separately and the level of trading activity in the client’s account. Depending upon the percentage wrap-fee charged by Focus Partners, the amount of portfolio activity in the client’s account, and the value of custodial

and other services provided, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. A wrap arrangement is not appropriate for every advisory client, and Focus Partners has no plans to offer a wrap arrangement to any new or current client. Participants in the Focus Partners Program may pay a higher or lower aggregate fee than if investment management and brokerage services are purchased separately. If the number of transactions in a client’s account is low enough, the wrap fee the client pays could potentially exceed the standalone investment advisory fee and any separate brokerage fees and commissions that otherwise would have been charged. Under Focus Partners’ agreements with the wrap program brokers, Focus Partners can choose whether to pay transaction-based pricing or asset-based pricing for transactions in client accounts. If Focus Partners elects commissions rather than asset-based pricing, Focus Partners will have an economic incentive to maximize its compensation by seeking to minimize the number of trades in the client’s account. However, as a fiduciary, it remains Focus Partners’ duty to always act in the client’s best interest. There will be times, including extensive periods, where, as a result of each individual client’s facts and circumstances, including tax reasons and other financial reasons, there will be no recommendations to trade a client’s account. Employee Benefit Retirement Plan Services

Focus Partners provides investment advisory services to retirement plans under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), on either a discretionary or nondiscretionary basis, depending on the client. Focus Partners’ fiduciary services to ERISA plans may include preparing an investment policy statement, screening and selecting investment options for the plan, selecting a qualified default investment alternative, providing quarterly investment reports, attending the investment committee meetings, and if the services are discretionary, creating and managing portfolios based on a range of varying target asset allocations. Focus Partners’ non-fiduciary services to ERISA plans can include providing education regarding general investment principles and the investments options in the plan-to-plan participants. Focus Partners is a fiduciary under ERISA with respect to investment management services and investment advice provided to ERISA plans and ERISA plan participants. Focus Partners is also a fiduciary under section 4975 of the Internal Revenue Code of 1986, as amended (the “IRC”) with respect to investment management services and investment advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, Focus Partners is subject to specific duties and obligations under ERISA and the IRC, as applicable, that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice, the fiduciary must either avoid certain conflicts of interest or rely upon an applicable prohibited transaction exemption (a “PTE”). 3(21) Fiduciary Services

Focus Partners also offers fiduciary and non-discretionary advisory services (“3(21) Fiduciary Services”) to certain participant-directed employee retirement benefit plans that arose as a result of a merger. As a 3(21) fiduciary, as defined by ERISA, Focus Partners assists the plan sponsor in selecting, reviewing, and evaluating the performance of an investment manager, and meets with the plan sponsor periodically to discuss that investment manager’s performance and retention. Focus Partners will also meet with the plan sponsor periodically to review and discuss investment reports. Additionally, Focus Partners provides non-fiduciary services to the plan sponsor, including educating the plan sponsor on its fiduciary responsibilities; assisting

Read the rest in the brochure

A. Fees for Advisory and Other Services Fees for Focus Partners’ services are separate from and in addition to any transaction or similar fees/expenses and the fees/expenses charged by any custodian, broker, subadviser/SAM, mutual fund, exchange-traded fund (ETF), separate account manager, limited partnership, strategy consultant, or other adviser, as the case may be. For investment strategy consultants that Focus Partners utilizes for certain of its equity strategies, Focus Partners collects the fee on behalf of the consultant and pays such consultant directly. Investment Management Services

Our fees for investment management services are set forth in our investment advisory agreement with the client. Our fees are generally based on a percentage of the client’s assets under management with Focus Partners, generally as much as 1.25%; are negotiable; will vary from client to client, and are based on a number of factors, such as the client’s assets under Focus Partners’ management, scope of services to be provided, origins of the client relationship (including whether the client joined Focus Partners through a merger with another firm), and potential future revenues from the client relationship. Advisory fees shall apply to cash balances, accrued interest, accrued dividends, and the value of securities held on margin unless negotiated or agreed upon otherwise. Clients engaging Focus Partners for Investment Management Services are typically subject to a minimum fee of $5,000. For investment advice provided on held-away accounts and assets as mentioned above in Item 4, Focus Partners’ fee is deducted from a brokerage account under Focus Partners’ management or paid directly by

the client, generally on a quarterly basis. Fees are based on the value of these held-away accounts and assets; such valuations generally provided to Focus Partners on a quarterly basis as valued by the custodian or financial institution. Fees will typically be based on the client’s full portfolio value, including the heldaway accounts. The specific fee schedule charged by Focus Partners is established in a client’s written agreement with Focus Partners. If an independent third-party adviser is utilized for separate account management, that adviser can charge its own management fee. All fees and expenses charged by a separate account manager are separate and distinct from Focus Partners’ management fee and are withdrawn from the client’s account by the separate account manager. SAMs may purchase or sell securities through a broker-dealer other than a BD/Custodian (referred to as trading away). This may result in clients incurring higher transaction costs with respect to those investment assets under the SAM’s management than would be incurred if these transactions were made through the client’s BD/Custodian. For certain client relationships, a fixed fee rate is charged on a quarterly basis, in advance or in arrears, in place of the percentage of assets under management/advisement outlined above. These fees are customized with the client, are negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement. Focus Partners takes into account multiple factors to determine this fixed fee rate, which include but are not limited to: the services required; whether or not investment management services will be provided; the size and complexity of the assets under management; the complexity of the services; the financial planning areas to be covered; and the estimated number of hours to service the relationship. Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. Pursuant to Focus Partners’ current standard agreement, an investment advisory agreement may be terminated at will upon 30 days’ written notice. Clients whose investment advisory agreements predate this policy in some cases have alternate provisions concerning termination of such agreements. Focus Partners will abide by the terms of the relevant investment advisory agreement. Depending on the needs of the client, Focus Partners and the client may execute an investment advisory agreement that includes the provision of a one-time financial plan (the “Financial Plan”) of which there is no cost to the client. For Focus Partners’ fees for ongoing and in-depth financial counseling and/or tax compliance services, see below. Options Income Overlay Strategy

For Focus Partners’ Options Income Overlay strategy (“OIO”), which is an overly strategy that involves writing uncovered put options and/or put spreads (explained below in Item 8), a client is charged an annual fee of 0.75% on their Notional Value Target. This fee is in addition to the advisory fee Focus Partners charges on the underlying securities on which the options and/or put spreads are written. The advisory fee on those underlying securities depends on the specific engagement by the client. If the client engages Focus Partners to actively manage the securities, the client will be charged the advisory fee as stated in their investment advisory agreement. If the client does not seek active management, Focus Partners charges a Collateral Advisory Services fee on the value of the portfolio, which begins at 0.25% and is reduced to 0.12% (annually) if/when higher asset levels are reached. A client engaging Focus Partners for the OIO strategy must be approved for the strategy and must execute an Options Income Overlay Addendum, where risks,

fees, their personal OIO investment target, and other important matters about the OIO strategy are disclosed and explained. Please see Item 14 for more about this conflict of interest. Index Income Overlay Strategy

For Focus Partners’ Index Income Overlay strategy (“IIO”), which is an overly strategy that involves writing uncovered put options and/or put spreads (explained below in Item 8), a client is charged an annual fee of 0.75% on their Notional Value Target. This fee is in addition to the advisory fee Focus Partners charges on the underlying securities on which the options and/or put spreads are written. The advisory fee on those underlying securities depends on the specific engagement by the client. If the client engages Focus Partners to actively manage the securities, the client will be charged the advisory fee as stated in their investment advisory agreement. If the client does not seek active management, Focus Partners charges a Collateral Advisory Services fee on the value of the portfolio, which begins at 0.30% and is reduced to 0.15% (annually) if/when higher asset levels are reached. A client engaging Focus Partners for the IIO strategy must be approved for the strategy and must execute an Index Income Overlay Addendum, where risks, fees, their personal IIO investment target, and other important matters about the IIO strategy are disclosed and explained. Please see Item 14 for more about this conflict of interest. TrendWise Strategy

For an investment in Focus Partners’ TrendWise strategy, (“TrendWise”), explained below in Item 8, a client is charged an additional 0.20% (annually) over and above the standard investment management rate. This potential to receive fees creates an incentive for Focus Partners to allocate a client’s assets to TrendWise. Please see Item 14 for more about this conflict of interest. Non-Sponsored Wrap Program and Model Portfolio Program Services As noted above in Item 4, Focus Partners provides portfolio management services to certain wrap fee programs and model portfolio programs that are not sponsored by Focus Partners. Our fees are based on a percentage of the program account’s assets under management with Focus Partners, generally as much as 0.80%, and are negotiated with each program sponsor. Employee Benefit Retirement Plan Services The annual asset-based fee for Focus Partners’ plan services is typically charged on a quarterly basis and is based on a percentage of assets within the plan and generally ranges from 0.10% to 1.00% per year. Assetbased fees will typically be tiered and calculated by applying a different fee rate to each corresponding range of the plan’s account balance. Focus Partners may also charge a fixed, project-based fee for the services. The asset-based or fixed fee will be based upon a number of factors including the size of the plan, the number of participants, the number of locations as well as the method of employee education and the services required. Employee Benefit Plan 3(21) Fiduciary Services for Focus Partners Affiliates

To engage Focus Partners for 3(21) Fiduciary Services, the plan sponsor will enter into an agreement with both Focus Partners and FAS (a “Fiduciary Services Agreement”). In consideration for the services rendered under this agreement, the plan will be charged an annual fee as a percentage of included assets (as such term is defined in the agreement). Fees are generally billed on a quarterly basis. At the election of the plan sponsor, an invoice will be sent to the plan sponsor for remittance of the fees due, or to the plan custodian or recordkeeper, as applicable, for

automatic deduction from the plan. Any of the plan sponsor, Focus Partners, or FAS may terminate the Fiduciary Services Agreement upon thirty (30) days advance written notice to the other parties. In the event of such termination prior to the end of a fee period, Focus Partners and FAS will be entitled to a fee prorated for the number of days in the fee period prior to the effective date of termination. Any unearned fees of Focus Partners or FAS, as the case may be, will be returned by Focus Partners or FAS, as the case may be, to the plan sponsor. Institutional – Consulting Our fees for Institutional Consulting services are set forth in our investment advisory agreement with the institutional client. Our fees are generally based on a percentage of the institutional client’s assets under advisement with Focus Partners, are negotiable; and will vary between institutional clients based on a number of factors, such as the institutional client’s assets under advisement, scope and complexity of services provided, the origins of the client relationship (including whether the client joined Focus Partners through a merger with another firm), and potential future revenues from the client relationship. Institutional clients are organizations serviced by our institutional practice and generally include endowments, foundations, and retirement plans. Institutional Consulting is an advisory model where Focus Partners provides recommendations on asset allocation and investment manager selection, but where the ultimate decision on investment selection and related matters lies with the fiduciaries who are responsible for oversight of the assets. In this model, Focus Partners performs initial and ongoing due diligence on various investments, including public and private funds, separate account managers (SAMs), and other investment structures, thereby enabling the fiduciaries to make informed investment decisions about the holdings in their portfolios. Focus Partners’ reporting of portfolio and manager performance allows fiduciaries, in consultation with Focus Partners, to determine if the portfolio and the managers are meeting expectations. Focus Partners’ minimum relationship size for its Institutional Consulting model is generally $25 million and a minimum advisory fee of $62,500 is imposed on an annual basis. Relationship sizes below such level are negotiable on a case-by-case basis, at Focus Partners’ discretion. Focus Partners reserves the right to make exceptions to the minimum fee on a case-by-case basis and to negotiate fee arrangements with prospective and existing institutional clients. Minimum fees may vary based upon when the client engaged Focus Partners or a merged firm and/or based on the size, scope, and complexity of the services provided. Institutional – OCIO (Outsourced Chief Investment Officer) Discretionary and Non-Discretionary

Our fees for Institutional OCIO services are set forth in our investment advisory agreement with the institutional client. Our fees are generally based on a percentage of the institutional client’s assets under advisement with Focus Partners, are negotiable; and will vary between institutional clients based on a number of factors, such as the institutional client’s assets under advisement, scope of services to be provided, origins of the client relationship (including whether the client joined Focus Partners through a merger with another firm), and potential future revenues from the client relationship. Institutional clients are organizations generally serviced by our institutional practice and generally include endowments, foundations, retirement plans, and other types of institutions. Institutional OCIO is an advisory model where Focus Partners’ institutional team builds and manages a customized portfolio of diverse investments based on the client’s needs. These investments generally include public and private funds,

separate account managers (SAMs), may include a portfolio of various other public securities, and may include an investment in one or more of Focus Partners’ private funds. Detailed monthly and/or quarterly reports allow the client to gauge Focus Partners’ success at managing their portfolio. Focus Partners’ minimum relationship size for its Institutional OCIO model is generally $50 million. Relationship sizes below such level are negotiable on a case-by-case basis, at Focus Partners’ discretion. Some clients may be subject to a minimum annual fee based on when the client engaged Focus Partners or a merged firm. Focus Partners reserves the right to negotiate fee arrangements with prospective and existing institutional clients. Sentinel Pension Advisors

Read the rest in the brochure

Focus Partners has investment committees that include professionals such as analysts, portfolio managers, and wealth advisors of the firm. Focus Partners also has investment teams and/or sub-committees, including the Focus Partners Investment Management Leadership Council, that review private strategies, manager research, equity strategies, and fixed income strategies. Sub-committees and teams generally meet every two weeks. The investment committee is chaired by Focus Partners’ Chief Investment Officer. The investment strategies summarized in this Item are general in nature and are not exhaustive. In addition, there are limitations in describing any investment strategy due to its complexity, confidentiality, and indefinite nature. Depending on conditions and trends in securities markets and the economy generally and to the extent permitted by the client’s investment advisory agreement, Focus Partners will pursue any objectives or use any techniques that it considers appropriate and in the best interest of its clients. A. Methods of Analysis and Risk of Loss Asset Allocation

In addition to internally created capital market assumptions (CMAs), Focus Partners engages a consultant to develop CMAs for a variety of asset classes. The consultant provides forecasts for expected return, volatility, and correlations across a wide universe of asset classes.

CMAs are blended to calculate a series of “optimal” portfolios that maximize expected return for a given level of risk. Software may be used to help develop the firm’s strategic allocations.

Optimal portfolios are stress tested across different market regimes with the goal of having a more consistent risk-return profile across a range of market environments.

Quantitative and qualitative factors are used to determine clients’ tactical positioning relative to their strategic asset allocation. Focus Partners measures factors such as valuation, growth, and relative price strength for most asset classes. Decision-making is also informed by third-party research.

A client’s ability, willingness, and need for risk are taken into consideration when implementing an asset allocation. Investment Diligence

Focus Partners performs due diligence on a range of investment products and/or managers, including, but not limited to, publicly traded stocks, public and private alternative investments, mutual funds, exchange-traded funds, private funds, subadvisers/SAMs, exchange traded notes, and structured notes.

Quantitative analysis is used to measure a manager’s risk-adjusted performance relative to an appropriate peer group. Focus Partners looks at factors such as return, internal rate of return, volatility, upside and downside capture, Sharpe ratio, information ratio, semi-variance, drawdown, and others.

Qualitative analysis focuses on a manager’s process and philosophy. The goal of this analysis is to determine whether a strategy can generate superior risk-adjusted results in a sustainable manner.

Investment Strategies

Quantitative analysis is used to rank individual securities based on their probability to outperform. Focus Partners engages a third-party quantitative research firm to assist with its quantitative analysis. The ranking system weights quantifiable data such as free cash flow, return on capital, dividend yield, earnings momentum, relative price movement, and other factors. Focus Partners typically performs further fundamental analysis before purchasing a particular security for client accounts.

Fundamental analysis is used to attempt to measure a security’s intrinsic value and future growth by examining related economic, financial, and other factors. This method involves the analysis of factors that can affect a security’s value, including macroeconomic external factors, such as the overall economy and industry conditions, and company-specific factors, such as its financial condition, management, and competitive advantages.

Generally, Focus Partners’ equity selection philosophy is based on adopting a business owner mentality and adhering to a “Margin of Safety” principle. Risk of loss from an investment in equities can arise from faulty assumptions about a company’s intrinsic value, including assumptions as to normalized earnings, growth of earnings, and the company’s competitive advantage. Focus Partners seeks to pay a price significantly below the estimated intrinsic or private business valuation. This approach attempts to mitigate risk of loss of capital should our analysis or assumptions prove inaccurate.

Focus Partners’ approach to fixed income investing stresses preservation of wealth. Focus Partners may seek to carry out this investment approach by patiently bidding on bonds (municipal and corporate) owned by third-party bond sellers and buying odd (smaller) lots of bonds, bonds selling at a premium, AMT bonds, and sinking fund bonds. The demand for these kinds of bonds is typically low, and Focus Partners is generally able to buy them at lower prices (and higher yields) for clients. Focus Partners anticipates holding the bonds to maturity and, therefore, is less concerned with interim price fluctuations.

If suitable for a particular client, Focus Partners recommends investments in collateralized mortgage obligations (“CMOs”), also known as mortgage-backed securities (“MBS”). This recommendation depends on the client’s investment objectives and risk tolerance and is part of the client’s overall asset allocation.

Focus Partners may use option transactions in the management of clients’ portfolios. For example, certain Focus Partners teams will sell covered calls for tax reasons and, when option prices are volatile, to generate income for clients and manage their sector exposures. Some Focus Partners teams will also use other option strategies to, among other things, allow clients to earn income while waiting to invest their assets in a strategy.

Focus Partners’ investment strategies are long-term investments, and no guarantee can be made as to achieving a client’s goals or performance over any given period.

Notwithstanding clients’ strategy selections and account restrictions, Focus Partners may employ investment strategies, including defensive strategies, that result in short-term capital gains. No guarantee can be made that Focus Partners’ investment strategies will curtail tax liabilities, and a client should look to their separate tax adviser to provide tax advice regarding the investment strategies.

The investments strategies’ objectives are approximate and the actual amount invested in each asset class could vary considerably based on, among other things, Focus Partners’ assessment of various factors, including market conditions. Depending on when an account is invested in a strategy, the account could own different investments than other accounts that were invested at different times. Focus Partners will invest outside of a strategy’s goals/guidelines, including but not limited to investing all or part of the assets of a portfolio in cash, cash equivalents or debt securities, if Focus Partners believes that doing so is in the best interest of the client (e.g., considering market conditions).

Certain teams and offices that joined Focus Partners, including as a result of a merger or acquisition, continue to employ their legacy investment strategies with respect to their clients’ assets. Such strategies are generally unavailable to Focus Partners’ clients.

The investment strategies of some subadvisers/SAMs that Focus Partners may recommend to certain of its clients employ investment tactics that could generate wash sales. A wash sale occurs when an investment asset is sold for a loss and bought within 30 days before or after the sale date. When this occurs, the IRS takes the position that your overall market position has not changed significantly, thus viewing the loss as artificial. This 61-day period prevents the owner of the investment asset from claiming a tax deduction for the loss. The disallowed loss is, however, added to the cost basis of the new investment asset. Subadvisers/SAMs use commercially reasonable efforts to avoid wash sales rules in managing accounts in their strategies when Focus Partners clients’ accounts have been disclosed to them. Due to the nature of portfolio management across multiple accounts, subadvisers/SAMs cannot ensure that wash sales will be entirely avoided in all accounts they manage.

For certain retirement plan clients, Focus Partners selects or recommends collective investment trusts funds or the Collective Funds. The Collective Funds, which are similar to mutual funds, are only available to certain types of retirement plans, including 401(k) plans and cash balance plans. The Collective Funds are sponsored by a bank or trust company and regulated by the applicable authorities. The Collective Funds are exempt from registration under the Investment Company Act of 1940, and their governing documents, which include a declaration of trust and a disclosure memorandum, must be delivered privately. The Collective Funds are part of a collective investment trust sponsored by American Trust Company (“American Trust”). American Trust, as trustee, manages the Collective Funds and maintains ultimate discretionary authority, with Focus Partners serving as subadviser.

For certain investment strategies, including Churchill Premier Wealth Tactical, Churchill Premier Wealth Tactical Core, Churchill Maximum Growth Tactical, and Churchill Equity Growth Opportunity, Focus Partners may pare back positions to protect and capture profits in an account and reduce exposure to an issuer that has, in Focus Partners’ determination, become too expensive or grown too large relative to the client’s portfolio. For any sales of securities in a portfolio, Focus Partners will seek to replace the holding with another positively viewed investment based on the buying criteria to maintain a fully invested portfolio. Likewise, for certain strategies, including Churchill Equity Growth and Value and Churchill Equity Dividend Income, Focus Partners could sell for multiple reasons, such as realizing profits, minimizing losses, swapping into alternative investments, reallocation of the portfolio, dividend reduction, quality of the investment, and fulfilling liquidation requests.

Certain strategies, including Churchill ETF Sector Rotation, Churchill Equity Growth and Value, Churchill Equity Dividend Income, Churchill Equity Growth Opportunity and a portion of Churchill

Tactical Opportunity, are typically fully invested in both bull and bear markets, which increases the risk of loss, especially in a down market.

Smaller accounts in some of Focus Partners’ investment strategies, including Churchill ETF Sector Rotation, Churchill Equity Growth and Value, Churchill Equity Dividend Income, and Churchill Tactical Opportunity, usually have limited investment options (e.g., may only purchase ETFs that invest in macro market indices), hold fewer investments at any given time, and have their holdings rotated less frequently.

Some investment strategies, such as Churchill Equity Growth and Value, Churchill Equity Dividend Income, and Churchill Tactical Opportunity, utilize a stop loss as determined by Focus Partners from time to time. This stop loss could, if executed in certain circumstances, cause an account to realize short-term capital gains.

The OIO Strategy, which is offered to certain advisory clients, involves selling out-of-the-money put options in exchange for options premiums. The strategy may be implemented for clients for whom it is appropriate, including clients that have large, concentrated stock positions. Generally, the purchase or sale, or the recommendation to purchase or sell, an option contract is with the intent of producing income or offsetting or ”hedging” a potential market risk in the client’s portfolio. The use of options transactions as an investment strategy can involve a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment can take the form of either selling or purchasing a security, depending upon the nature of the option contract. A client will lose money if the underlying stock trades into the money and the put buyer exercises the right to sell the stock to the client at the strike price. In addition, the strategy could generate less income than the client expects if options premiums decline. Accounts invested in OIO incur additional risks if they do not maintain sufficient cash. If stock is put to the account owner, the account will need to have sufficient cash to purchase the stock. OIO uses margin borrowing. Margin borrowing is a form of debt that requires the owner to make interest payments. Margin accounts are required to maintain a minimum amount of equity in their accounts. If the account owner gets a margin call, the account will need to have sufficient cash to meet it. An account that writes options and/or uses margin borrowing could be forced to liquidate or sell securities to raise cash. Forced sales of securities in large amounts have the potential to cause a downward spiral in the value of an account. For more information about the risks of the use of margin, see “General Risks of Leverage” in Item 8.B.

Read the rest in the brochure

Focus Partners provides investment advisory services to individuals/high-net-worth individuals, family offices, trusts, institutions, charitable organizations and foundations, corporations, businesses, registered investment companies, and retirement/profit-sharing plans. Because it believes that diversification within an investment portfolio is important, Focus Partners prefers that accounts invested in certain of its investment strategies maintain a balance that will allow the portfolio manager to properly diversify the accounts. Minimum account or asset size for alternative investments, private offerings, and third-party separate accounts varies depending on the manager, investment vehicle, and/or platform. Other types of clients and non-advisory services are described in Item 4. Outside Investors (Non-Advisory Clients) in Focus Partners’ Private Funds and Registered Funds

Focus Partners maintains non-advisory relationships with a number of investors in certain of its Private Funds and Registered Funds. These individuals are not advisory clients of Focus Partners; their connection to Focus Partners is solely as outside investors in one or more of the Private Funds or Registered Funds. On a monthly basis or quarterly basis, Private Fund investors receive estimates of the Private Funds’ returns. The accountant (or

the third-party administrator for Private Funds) sends investor statements. On an annual basis, all Private Fund investors receive audited financial statements either from the accountant or the third-party administrator. Registered Fund investors and prospective investors should refer to the applicable SEC filings for important financial information about the Registered Fund(s).

Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Focus Partners generally does not charge performance-based fees for its investment management services, although it does charge performance-based fees for certain of its Private Funds and separate accounts. Certain of the private investment vehicles recommended to clients charge performance-based fees. Performance-based

fees are fees that are based on a share of capital gains or capital appreciation of a client’s account or private fund investment. With respect to TCP, in addition to the management fee disclosed in Item 5 above, Focus Partners is entitled to carried interest of 10% of TCP’s distributions after investor capital has been returned, and 15% of TCP’s distributions after the carried interest hurdle has been satisfied. The potential for earning a performance-based fee creates an incentive for us to make investments that are riskier or more speculative than would be the case if a Private Fund did not charge performance-based fees. We receive more in fees from assets invested in such Private Funds than we would from fees in other assets we manage. We have an incentive to devote more time and resources to the Private Funds and other private placements over our clients who only pay asset-based fees and not performance-based fees. While TCP is closed to new investors, historically, this gave us an incentive to recommend that our clients allocate some portion of their assets to TCP over other investments. However, this incentive exists with respect to Trailhead Income QP, LP; Trailhead Growth, LP; and Trailhead Options Income LP. Certain of Focus Partners’ employees own Chicago Capital Partners Management, LLC (“CCP Manager”), a separate company that sponsors and manages private equity funds. These employees receive compensation based on their ownership of CCP Manager and the ongoing management and performance-based fees that the funds pay to CCP Manager. Please see Items 10, 11, and 14 for more information. We address these conflicts through this disclosure. Also, we do not recommend our clients subscribe to these Private Funds and other private placements unless they are eligible investors and the investments are appropriate for them. Focus Partners does not exercise discretion with respect to investing client assets in its affiliated Private Funds and other private placements (that is, the client must make the investment). Many of the investors in the affiliated Private Funds and other private placements are also separate account advisory clients of Focus Partners, and these clients’ non-private placement assets under management usually significantly exceed their investments in the Private Funds and private placements. This creates a disincentive for Focus Partners to favor the private placements over separately managed accounts. As noted above, Focus Partners generally does not charge clients a fund-level management fee and an advisory fee on the same fund-level assets.

A. Registration as a Broker-Dealer or Broker-Dealer Representative Neither Focus Partners nor any Focus Partners employee is registered as a broker-dealer or a registered representative of a broker-dealer other than those associates registered with Foreside Financial Services, LLC who are licensed to discuss the SA Funds mutual Funds offered through Focus Partners Advisor Solutions, LLC, an affiliate of Focus Partners, and certain associates registered with Purshe Kaplan Sterling Investments, Inc. (“PKS”). The associates who are registered representatives of PKS will provide clients with securities brokerage services under a separate commission-based arrangement. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, Commodity Trading Advisor, or an Associated Person of the Foregoing Entities Neither Focus Partners nor any Focus Partners employee is registered as a futures commission merchant, commodity pool operator, commodity-trading advisor, or an associated person of any of the foregoing entities. C. Relationships Material to Advisory Business Focus Financial Partners

As noted above in response to Item 4, certain investment vehicles affiliated with CD&R collectively are indirect majority owners of Focus LLC, and certain investment vehicles affiliated with Stone Point are indirect owners of Focus LLC. Because Focus Partners is an indirect, wholly owned subsidiary of Focus LLC, CD&R

and Stone Point investment vehicles are indirect owners of Focus Partners. Additional information about Focus is available at www.focusfinancialpartners.com. As stated earlier in this Brochure, Focus Partners is a wholly owned subsidiary of Focus LLC. Focus LLC is also one of several minority investors in SmartAsset Advisors LLC (“SmartAsset”), which, as explained in more detail in Item 14 below, seeks to match prospective advisory clients with registered investment advisers. Focus LLC has one director on SmartAsset’s board. Focus Partners’ payment of a fee to SmartAsset benefits SmartAsset’s investors, including Focus LLC, Focus Partners’ parent company. Focus Partners Advisor Solutions, LLC

Focus Partners Advisor Solutions, LLC (“FAS”) is an investment advisor registered with the SEC. FAS provides services to independent registered investment advisors across the country, including asset-class allocation and investment management, technology, education, marketing, administration services, support, and consultation. FAS’s sub-advisory services include providing fixed income sub-advisory services to independent investment advisors and their clients pursuant to limited investment discretion. For certain accounts, FAS also provides sub-advisory services through custom model asset allocation portfolios to independent investment advisers and their clients. Focus Partners shares investment personnel and support services with FAS in providing services. Such services include, among others, trade processing, calculation and collection of management fees, record maintenance, report preparation, marketing assistance, and research. FAS also offers distinct packages of services for retirement plan services. See Item 12 for further descriptions of investment and trading operations that discuss certain conflicts of interest presented through the overlap of services provided by Focus Partners and FAS. Focus Partners and FAS share office space, accounting personnel, trading desks, and many other critical functions, including management. As previously discussed, plan sponsors who engage Focus Partners for services to participant-directed retirement plans will enter into an investment advisory and management agreement among the plan sponsor, Focus Partners, and FAS, a Focus Partners affiliate. This arrangement poses a potential conflict of interest in that, when providing 3(21) Fiduciary Services to clients, Focus Partners has a fiduciary duty to recommend appropriate and qualified 3(38) investment managers in the clients’ best interests, and clients who engage FAS will increase the fees of our affiliate receives. Because Focus Partners and FAS are under common control, our parent company benefits when Focus Partners recommends that clients hire FAS as a 3(38) investment manager. We believe this conflict is mitigated because of the following: (1) this arrangement is based on our judgment that our clients’ engagement of FAS is in the best interests of such clients; (2) clients engage FAS on a nondiscretionary basis; (3) Focus Partners will recommend that plan sponsors terminate FAS if FAS’s services become unsatisfactory in Focus Partners’ judgment; and (4) Focus Partners has fully and fairly disclosed the material facts regarding this relationship. SA Funds

FAS is the investment manager, administrator, and shareholder servicing agent of the SA Funds – Investment Trust (“SA Funds”), a series of open-end mutual funds. For further information about the SA Funds, refer to the applicable prospectus at https://advisor.focuspartners.com/sa-funds/documents/.

FAS defines the investment objectives of the individual SA Funds, administers the SA Funds, monitors the Sub-Adviser and other service providers to the SA Funds, and is responsible for the servicing of the SA Funds’ shareholders. For its services to the SA Funds, FAS receives management, administration, and shareholder servicing fees from each of the SA Funds (with the exception of the SA Worldwide Moderate Growth Fund) as described in the SA Funds’ prospectuses. All of the officers of the SA Funds are employees of FAS. They do not receive compensation from the SA Funds for this service. FAS is compensated directly from the SA Funds, as described in the SA Funds’ prospectus. FAS does not emphasize one SA Fund over another except as part of an overall portfolio or asset-class allocation strategy. If a Focus Partners client holds an SA Fund as part of their portfolio, that position is excluded from their investment advisory fee as Focus Partners’ affiliate, FAS, is compensated from the SA Funds. FAS has contracted with Dimensional Fund Advisors, an unaffiliated registered investment adviser, as sub-adviser, to buy and sell securities that fulfill the asset-class investment components of the SA Funds (with the exception of the SA Worldwide Moderate Growth Fund). DFA uses a committee of investment professionals to manage the assets of these Funds. FAS relies on DFA as the SA Funds’ subadviser to obtain best execution for all trading performed on behalf of the SA Funds. FAS may contract with other mutual fund sub-advisers when additional funds are added to the Trust or should FAS determine that the continued use of DFA is not advantageous to the SA Funds or its shareholders. FAS and the Trust have obtained exemptive relief to change sub-advisers for any SA Fund by a vote of the Board of Trustees of the Trust. It may also retain others to perform accounting, administration, and shareholder services. See additional disclosure re: SA Funds under Item 14. Credit and Cash Management Solutions

We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”) and Flourish Financial LLC. These third-party financial institutions are banks and non-banks that offer credit and cash management solutions to our clients, as well as certain other unaffiliated third parties that provide administrative and settlement services to facilitate UPTIQ’s cash management solutions. UPTIQ acts as an intermediary to facilitate our clients’ access to these credit and cash management solutions. Flourish acts as an intermediary to facilitate our clients’ access to cash management solutions. We are a wholly owned subsidiary of Focus Financial Partners, LLC (“Focus”). Focus is a minority investor in UPTIQ, Inc. UPTIQ is compensated by sharing in the revenue earned by such third-party financial institutions for serving our clients. The revenue paid to UPTIQ also benefits UPTIQ, Inc.’s investors, including Focus. When legally permissible, UPTIQ also shares a portion of this earned revenue with our affiliate, Focus Solutions Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) made to our clients, UPTIQ will share with FSH up to 75% of all revenue it receives from such third-party financial institutions. For other loans (except residential mortgage loans) made to our clients, UPTIQ will share with FSH up to 25% of all revenue it receives from such third-party financial institutions. For cash management products and services provided to our clients, UPTIQ will share with FSH up to 33% of all revenue it receives from the third-party financial institutions and other intermediaries that provide administrative and settlement services in connection with this program. As noted above, Flourish facilitates cash management solutions for our clients. When legally permissible, Flourish pays FSH a revenue share of up to 0.10% of the total amount of cash held in Flourish cash accounts by our clients. Although the amount of these revenue-sharing payments

to FSH is not charged directly in the calculation of the interest rate paid by clients on credit solutions facilitated by UPTIQ or the yield earned by clients on cash management solutions facilitated by UPTIQ or Flourish, the compensation earned by UPTIQ and Flourish is an expense of the third-party financial institutions that informs the interest rate paid by clients on credit solutions and the yield earned by clients on cash management solutions. FSH distributes this revenue to us when we are licensed to receive such revenue (or when no such license is required) and the distribution is not otherwise legally prohibited. This revenue is also revenue for FSH’s and our common parent company, Focus. Additionally, the volume generated by our clients’ transactions allows Focus to negotiate better terms with UPTIQ and Flourish, which benefits Focus and us. Accordingly, we have a conflict of interest when recommending UPTIQ’s and Flourish’s services to clients because of the compensation to us and to our affiliates, FSH and Focus, and the transaction volume to UPTIQ and Flourish. We mitigate this conflict by: (1) fully and fairly disclosing the material facts concerning the above arrangements to our clients, including in this Brochure; and (2) offering UPTIQ’s and Flourish’s solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services. Additionally, we note that clients who use UPTIQ’s and Flourish’s services will receive product-specific disclosures from the third-party financial institutions and other unaffiliated third-party intermediaries that provide services to our clients. We have an additional conflict of interest when we recommend credit solutions to our clients because our interest in continuing to receive investment advisory fees from client accounts gives us a financial incentive to recommend that clients borrow money rather than liquidate some or all of the assets we manage. Credit Solutions

Clients retain the right to pledge assets in accounts generally, subject to any restrictions imposed by clients’ custodians. While credit solution programs that we offer facilitate secured loans through third-party financial institutions, clients are free instead to work directly with institutions outside such programs. Because of the limited number of participating third-party financial institutions, clients may be limited in their ability to obtain as favorable loan terms as if the client were to work directly with other banks to negotiate loan terms or obtain other financial arrangements. Clients should also understand that pledging assets in an account to secure a loan involves additional risk and restrictions. A third-party financial institution has the authority to liquidate all or part of the pledged securities at any time, without prior notice to clients and without their consent, to maintain required collateral levels. The third-party financial institution also has the right to call client loans and require repayment within a short period of time; if the client cannot repay the loan within the specified time period, the third-party financial institution will have the right to force the sale of pledged assets to repay those loans. Selling assets to maintain collateral levels or calling loans may result in asset sales and realized losses in a declining market, leading to the permanent loss of capital. These sales also may have adverse tax consequences. Interest payments and any other loan-related fees are borne by clients and are in addition to the advisory fees that clients pay us for managing assets, including assets that are pledged as collateral. The returns on pledged assets may be less than the account fees and interest paid by the account. Clients should consider carefully and skeptically any recommendation to pursue a more aggressive investment strategy in order to support the cost of borrowing, particularly the risks and costs of any such strategy. More generally, before borrowing funds, a client should carefully review the loan agreement, loan application, and other forms and determine that the loan is consistent with the client’s long-term financial goals and presents risks consistent with the client’s financial circumstances and risk tolerance.

We use UPTIQ to facilitate credit solutions for our clients. Cash Management Solutions

Read the rest in the brochure

A. Description of Code of Ethics Focus Partners, together with its affiliate FAS, has adopted a Code of Ethics (the “Code”) pursuant to SEC rule 204A-1. The Code provides that each employee places the interests of Focus Partners’ clients ahead of their own. The Code covers the following areas: Prohibited, Restricted and Limited Activities, Reporting Requirements, Certification of Compliance, Confidentiality, Recordkeeping Requirements, Whistleblower Protection, Insider Trading, and Compliance with Laws and Regulations. Current or prospective Clients may obtain a copy of the Code of Ethics by emailing Focus Partners’ Compliance department at: fpwcompliance@focuspartners.com. B. Recommendations Involving Material Financial Interests Under the Code, related persons of Focus Partners are required to disclose any personal material interest they have in certain securities or investments that Focus Partners recommends to clients. Envision Asset Management (“EAM”) is an investment adviser registered with the SEC as an exempt reporting adviser. Focus Partners receives a share of EAM’s profits. Focus Partners may offer EAM’s private funds or other investments to clients if the investment is deemed suitable. One Focus Partners Wealth employee serves as a portfolio manager for the Trailhead Growth, LP private investment fund (“TGLP”) and sits on the Board of Directors for Global Digital Holdings LLC (“GDH”), a position held by TGLP and offered to Clients. The employee also has a personal investment in GDH. This presents a conflict of interest because the employee has a duty to act in the best interest of GDH and Clients. The conflict has been mitigated through disclosures to fund investors and ensuring recommendations to invest in GDH or TGLP are suitable for Clients. Focus Partners employees recommend that certain clients invest in private equity funds managed by Chicago Capital Partners Management, LLC or CCP Manager, a separate company that sponsors and manages private equity funds. CCP Manager is owned and operated by certain executive officers of Focus Partners. Focus Partners provides administrative services to these private equity funds for a fee that is based on a percentage of assets within the funds to which Focus Partners provides administrative services. Additionally, certain Focus Partners employees are compensated for referrals of advisory clients to such private equity funds. Please see Items 6, 10, and 14 for more information. As noted above, Focus Partners recommends that certain of its clients invest in private investment funds managed by affiliated Focus partner firms. Please refer to Items 4, 5, and 10 for additional information.

C. Investing Related Persons’ Money in the Same Securities as Clients Related persons of Focus Partners may invest in a particular investment strategy and the same securities in which Focus Partners’ clients invest. Trades on behalf of clients may be aggregated with trades on behalf of a related person only if the following conditions are met: 1.

The clients’ trades are treated equally with trades of the related person;

2.

Each related person and each client in the trade receive average execution and average commissions; and

3.

The securities purchased or sold are allocated pro rata.

The account of a related person receives no favorable treatment with respect to the management of the account or the execution of transactions. Should a potential transaction on behalf of a related person likely conflict with any of Focus Partners’ clients, Focus Partners will place its clients’ interests first. Focus Partners reviews accounts that it manages on behalf of its related persons to confirm that such accounts have not received preferred treatment. Related persons of Focus Partners may invest in a private investment vehicle or registered investment company in which clients are invested. Any related person recommending an investment in which he or she is invested must disclose the fact to the client. D. Trading Securities At/Around the Same Time as Client’s Securities Pursuant to the Code, related persons of Focus Partners may invest in individual securities that also are holdings in Focus Partners’ investment strategies. Each related person is required to conduct all personal securities transactions in a manner that is consistent with the Code and to avoid any conflict of interest. No related person may misuse information about client accounts, abuse his or her position of trust and responsibility, or take inappropriate advantage of his or her position. Focus Partners has a policy concerning individual trading by related persons that it believes is reasonably designed to minimize potential conflicts of interest with its clients. In furtherance of minimizing such potential conflicts of interest, Focus Partners prohibits its related persons from trading, either personally or on behalf of others, in securities while in possession of material non-public information regarding such securities or communicating material nonpublic information to others.

A. Factors Used to Select Custodians and/or Broker-Dealers Focus Partners generally recommends that its investment management clients custody their accounts/assets at unaffiliated broker/dealer custodians with which Focus Partners has an institutional relationship. Currently, these include, but are not limited to, Charles Schwab & Co., Inc. (“Schwab”), Fidelity Brokerage Services LLC and National Financial Services LLC (together, “Fidelity”), and Pershing Advisor Solutions, LLC (“Pershing”) (generally and collectively, “BD/Custodian(s)”), all of which are “Qualified Custodians” as that term is described in Rule 206(4)-2 of the Investment Advisers Act of 1940. Each BD/Custodian provides custody of securities, trade execution, and clearance and settlement of transactions placed by Focus Partners.

Prior to September 2023, Focus Partners also recommended TD Ameritrade, Inc. (“TD Ameritrade”), member FINRA/SIPC. TD Ameritrade was an independent and unaffiliated SEC-registered broker-dealer. TD Ameritrade was acquired by Schwab, and TD Ameritrade client accounts became Schwab accounts by early September 2023. Focus Partners seeks to select BD/Custodian(s) that will hold clients’ assets and execute transactions on terms that are, overall, most advantageous when compared with other available providers and their services. In selecting a BD/Custodian, some of the factors that Focus Partners considers include:

trade order execution and the ability to provide accurate and timely execution of trades;

the reasonableness and competitiveness of commissions and other transaction costs;

access to a broad range of investment products;

access to trading desks;

technology that integrates within Focus Partners’ environment, including interfacing with Focus Partners’ portfolio management system;

access to investment research and tools that assist us in making investment decisions;

ability to provide a full range of options for account registrations for Focus Partners’ clients;

availability of a soft dollar program or additional services program;

a dedicated service or back-office team and its ability to process seamlessly and timely myriad requests from Focus Partners on behalf of its clients, including transfers and payments to and from accounts (including wire transfers, check requests, and bill payment);

ability to provide Focus Partners with access to client account information through an institutional website;

ability to provide clients with electronic access to account information and investment and research tools;

to client referral platforms;

practice management tools and services;

reputation, financial strength, security, and stability; and

prior service to us and our clients.

Focus Partners generally places portfolio transactions through the BD/Custodian where the clients’ accounts are custodied. In exchange for using the services of the BD/Custodian, Focus Partners receives, without cost, computer software and related systems support that allows Focus Partners to monitor and service its clients’ accounts maintained with such BD/Custodian. Focus Partners also receives through the BD/Custodian access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through the BD/Custodian include some to which Focus Partners might not otherwise have access or that would require a significantly higher minimum initial investment by clients. Additional benefits that Focus Partners receives from the BD/Custodian include the receipt of duplicate client confirmations and bundled duplicate statements, access to investment research, access to a trading desk that exclusively services institutional brokerage group participants, access to block trading services that provide the ability to aggregate securities transactions and then allocate the appropriate

shares to client accounts, and/or access to an electronic communication network for client order entry and account information, access to the technology that allows Focus Partners to facilitate payment of Focus Partners’ fees from the clients’ accounts and that assist with back-office functions, recordkeeping and client reporting. Other benefits Focus Partners receives from various BD/Custodians include consulting, publications, educational conferences and events on practice management, information technology, business succession, and regulatory compliance; access to employee benefits providers, human capital consultants, and insurance providers; marketing consulting and support; and occasional business entertainment of our personnel. The BD/Custodian may provide some of these services itself or it will arrange for third-party vendors to provide the services to Focus Partners. The BD/Custodian may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Some of these same benefits are also provided on the TIAA and AEGON platforms. The availability of these services from the BD/Custodians benefits Focus Partners in that it does not have to produce or purchase them. BD/Custodians generally do not charge Focus Partners’ clients separately for custody service for clients’ accounts they maintain, but they are compensated by charging clients commissions or other fees on trades that they execute or that settle into clients’ accounts with the respective BD/Custodian. Certain trades (for example, many mutual funds and ETFs) may not incur the BD/Custodian commissions or transaction fees. If a client’s account meets the BD/Custodian’s minimum account size, Focus Partners generally recommends that the client enter a Prime Brokerage Services Agreement with the BD/Custodian. This agreement permits Focus Partners, in its discretion, to trade away from that BD/Custodian when placing securities transactions on behalf of the client. The account will incur a small trade-away fee (generally $5.00) from the BD/Custodian for each transaction that is executed on a trade-away basis. This fee is separate from the commission/transaction fee imposed by the broker-dealer through which the trade was executed. Trading away may be advantageous for the client because:

the broker-dealer may have expertise in trading a particular security or market;

the broker-dealer makes a market in a particular security;

a particular security is thinly traded; or

the broker-dealer can identify a counter party for a trade.

A client generally pays higher net execution costs than they would have paid if the transaction were placed through the BD/Custodian holding their account. Focus Partners reviews its arrangements with the BD/Custodians and other broker-dealers against other possible arrangements in the marketplace as it strives to achieve best execution on behalf of its clients. Focus Partners maintains a list of broker-dealers that have been approved for trading clients’ assets away from the BD/Custodians. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including, but not limited to, the following:

a broker-dealer’s trading expertise, including its ability to complete trades, execute and settle difficult trades, obtain liquidity to minimize market impact and accommodate unusual market

conditions, maintain anonymity, and account for its trade errors and correct them in a satisfactory manner;

a broker-dealer’s infrastructure, including order-entry systems, adequate lines of communication, timely order execution reports, an efficient and accurate clearance and settlement process, and capacity to accommodate unusual trading volume;

a broker-dealer’s ability to minimize total trading costs while maintaining its financial health, such as whether a broker-dealer can maintain and commit adequate capital when necessary to complete trades, respond during volatile market periods, and minimize the number of incomplete trades;

a broker-dealer’s ability to provide research and execution services, including advice as to the value or advisability of investing in or selling securities, analyses and reports concerning such matters as companies, industries, economic trends and political factors, or services incidental to executing securities trades, including clearance, settlement and custody; and

a broker-dealer’s ability to provide services to accommodate special transaction needs, such as the broker-dealer’s ability to execute and account for client-directed arrangements and soft dollar arrangements, participate in underwriting syndicates, and obtain initial public offering shares.

Client trades in fixed income or equity transactions may be blocked with transactions where (1) Focus Partners initiates each client transaction (2) or client transactions are initiated by Focus Partners, FAS or an investment advisor utilizing the back-office services of FAS or Focus Partners. Block trading will be utilized to seek cost benefits for clients. In the event block trades are only partially filled, allocations will be made on a fair and equitable basis considering the timing of orders and the ability to pro-rate partial trade fills from brokers and dealers. As necessary, the first order received meeting minimum lot size requirements may be allocated shares on a preferential basis. Focus Partners also has negotiated special bank money market and bank certificate of deposit (CD) rates that may not be available to retail investors through Enterprise Bank & Trust (Enterprise) and The Business Bank. Enterprise and The Business Bank are unaffiliated with Focus Partners and are bank regulated entities. The Enterprise and Business Bank platforms are generally offered to clients who desire to have bank deposit accounts and who would like to maintain a higher cash or short-term time deposit allocation. Use of Enterprise and Business Bank require clients to open an account with these banking institutions. The Enterprise and Business Bank have provided certain benefits directly to Focus Partners to allow Focus Partners and FAS’s back-office technology to link directly to these organizations. With respect to retirement plans, 529 plans, and after-tax annuities, Focus Partners participates in the TIAA Financial Advisor Program offered to advisors providing fee-only investment management. Focus Partners also utilizes Peoples Benefit Life Insurance Company, a division of AEGON and Nationwide for after-tax annuities. 1. Research and Other Soft Dollar Benefits Focus Partners uses a portion of client brokerage commissions to obtain certain research-related products or services. While some brokers charge low or no commissions for equity trades, some charge a fee to the client for an advisor’s trades in mutual funds. In all cases where a commission or fee is charged and Focus Partners receives a portion of such commission or fee in the form of soft dollar credits, there is an economic benefit to Focus Partners, as Focus Partners does not have to pay for such

research-related products or services with hard dollars. This is a conflict of interest as Focus Partners has an incentive to select and allocate to BD/Custodians or other broker-dealers that provide soft dollar arrangements over those that do not and because allocations could be based upon Focus Partners receiving such benefits, rather than on the client’s interest in receiving execution at the best price. Where mutual funds generate soft dollar credits, Focus Partners has an incentive to select mutual funds over other assets for its clients. Focus Partners will enter into soft dollar arrangements in accordance with Section 28(e) of the Securities Exchange Act of 1934 and the following policy. Where more than one broker-dealer is believed to be capable of providing the best combination of price and execution with respect to a particular portfolio transaction, Focus Partners in some cases will select a broker-dealer that furnishes products and/or research services. In addition, if Focus Partners determines in good faith that the commission charged by a broker-dealer is reasonable in relation to the value of brokerage and research services provided by such broker-dealer, Focus Partners in some cases will cause a client account to pay such a broker-dealer an amount of commission greater than the amount a BD/Custodian or other broker-dealer may charge, but generally within a competitive range. Research products and/or services may include:

fundamental research reports;

quantitative research reports;

technical and portfolio analyses;

pricing services;

economic forecasting, interest rate projections, and general market information (including research and information services such as BCA, First Call, Reuters, FactSet, Dow Jones News Services, Morningstar, Empirical Research, and similar services); and

historical database information.

Read the rest in the brochure

A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients Fidelity and Schwab also offer other services intended to help Focus Partners manage and further develop its business enterprise. These services include: (1) educational conferences and events; (2) technology, compliance, legal, and business consulting; (3) publications and conferences on practice management and business succession; and (4) access to employee benefits providers, human capital consultants, and insurance providers. They also from time to time provide other benefits such as educational events that benefit its clients or occasional business entertainment of Focus Partners personnel. Fidelity and Schwab may make available, arrange and/or pay third-party vendors for these types of services rendered to Focus Partners. Fidelity and Schwab from time-to-time discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to Focus Partners. See any specific instances of such benefits below. The availability of services from Fidelity and Schwab benefits Focus Partners as it does not have to produce or purchase them. In evaluating whether to recommend or require that clients custody their assets at Fidelity or Schwab, Focus Partners does take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers and does not solely consider the nature, cost, or quality of custody and brokerage services offered by Fidelity or Schwab, which creates a potential conflict of interest. Focus Partners recognizes this potential conflict of interest but believes that its selection of Fidelity or Schwab (when selected) as a custodian and broker-dealer is in the best interests of its clients, as its selection primarily is supported by the scope, quality, and price of their custodial and brokerage services (based on the factors discussed above – see “Factors Used to Select Custodians and/or Broker-Dealers”) and not the services that benefit only Focus Partners. Moreover, Focus Partners reviews and evaluates its arrangements with Fidelity and Schwab against other possible arrangements in the marketplace. Schwab’s support services – provided by Schwab Advisor Services – generally are available on an unsolicited basis (Focus Partners does not have to request them) and at no charge so long as at least $10 million in Focus Partners’ clients’ assets are held in accounts custodied at Schwab. The receipt of support services gives Focus Partners an incentive to recommend that its clients’ accounts be held at Schwab in order to meet the minimum. As explained above, Focus Partners recognizes this potential conflict of interest but believes its clients’ interests are well-served with custody and brokerage services provided by Schwab.

Fidelity – Support Services Agreement

Focus Partners has entered into an agreement with eMoney Advisor, Inc. (“eMoney”) to license certain technology products and services from eMoney (the “eMoney Services”). eMoney is an affiliate of Fidelity. The specific eMoney service in this arrangement is the eMX Pro Financial Planning Software, which assists Focus Partners in rendering financial planning services to its clients. This software helps Focus Partners deliver its financial planning services efficiently and aids in its communication with clients. As a part of its overall business relationship with Focus Partners, Fidelity has agreed to subsidize a portion (30%) of the cost of the eMoney Services (the “Subsidy,” which currently totals approximately $35,000 annually). As a result of the Subsidy, Focus Partners has a potential conflict of interest with respect to its decision to use Fidelity for custody, execution, and clearing for client accounts, and Focus Partners has an incentive to suggest the use of Fidelity and its affiliates to its advisory clients. Entering into a contractual relationship with eMoney does not limit Focus Partners’ duty to select brokers on the basis of best execution, nor does receiving the Subsidy. Focus Partners must continue to act in the best interest of its clients, and Focus Partners reviews its relationship with Fidelity on a regular basis. While Fidelity provides the Subsidy, it is not a party to the contract between Focus Partners and eMoney. Furthermore, there is no form of legal partnership, agency, affiliation, or similar relationship between Focus Partners and Fidelity, nor is such a relationship created or implied by the provision of the Subsidy. Schwab Client Benefit Agreement(s)

From time to time, Focus Partners and Schwab may enter into a Client Benefit Services Agreement whereby Schwab will provide Focus Partners an economic benefit. These benefits generally cover items such as (1) a fee waiver for an employee(s) of Focus Partners to attend Schwab’s annual e IMPACT Conference and/or (2) Schwab providing Focus Partners a benefit that Focus Partners may use toward technology, research, marketing, compliance, or consulting-related expenses. Schwab’s Client Benefit Agreements create a conflict of interest with respect to Focus Partners’ decision to use Schwab for custody, execution, and clearing for client accounts, and Focus Partners has an incentive to suggest Schwab and its affiliates to its advisory clients. Receiving the benefit from Schwab does not limit Focus Partners’ duty to select brokers on the basis of best execution. Focus Partners must act in the best interest of its clients and review its relationship with Schwab on a regular basis. Recognitions and Awards from Unaffiliated Financial-Related Institutions

Focus Partners from time to time receives awards or recognitions from unaffiliated rating services, companies, and/or publications. Focus Partners receives no compensation or other financial benefits in receiving an award or recognition. Awards or recognitions should not be construed by a client or prospective client as a guarantee that they experience a certain level of results if Focus Partners is engaged, or continues to be engaged, to provide investment advisory services. They should not be construed as a current or past endorsement of Focus Partners by any of its clients. Awards or recognitions generally are based on information prepared and/or submitted by Focus Partners.

Compensation from Affiliated Persons

Focus Partners receives compensation from an affiliated firm(s) for successful client referrals to such affiliated firm(s). Focus Partners’ successful referral of client assets to an affiliated firm(s) increases the compensation to Focus Partners and the affiliated firm(s), which results in increased revenue to Focus LLC. As a result, Focus LLC has a financial incentive to encourage Focus Partners to refer clients to the affiliated firm(s). B. Compensation to Non-Supervised Persons for Client Referrals Referral Arrangements with Entities and Individuals

Focus Partners has arrangements in place with certain third parties, called promoters, under which such promoters refer clients to us in exchange for a percentage of the advisory fees we collect from such referred clients. Such compensation creates an incentive for the promoters to refer clients to us, which is a conflict of interest for the promoters. Rule 206(4)-1 under the Advisers Act addresses this conflict of interest by, among other things, requiring disclosure of whether the promoter is a client or a non-client and a description of the material conflicts of interest and material terms of the compensation arrangement with the promoter. Accordingly, we require promoters to disclose to referred clients, in writing: whether the promoter is a client or a non-client; that the promoter will be compensated for the referral; the material conflicts of interest arising from the relationship and/or compensation arrangement; and the material terms of the compensation arrangement, including a description of the compensation to be provided for the referral. Focus Partners does not charge a referred client an advisory fee that is higher than its current standard rate. In the case of one solicitor entity, Equitable Advisors, LLC (“Equitable”), Focus Partners pays Equitable noncompensatory processing fees to cover Equitable’s administrative expenses related to the solicitation arrangement; such fee is in addition to the referral fee. The cost of this is borne by Focus Partners, not the referred client. Focus Partners also compensates affiliated persons for client referrals. An affiliated person’s successful referral of client assets to Focus Partners increases the compensation to Focus Partners which results in increased revenue to our parent company, Focus LLC. Clients should understand that these affiliated persons have an economic incentive to recommend the investment advisory services of Focus Partners. Schwab Advisor Network

Focus Partners receives client referrals from Schwab through Focus Partners’ participation in the Schwab Advisor Network (the “Network”). The Network is designed to help investors find an independent investment Advisor. Schwab is a broker-dealer independent of and unaffiliated with Focus Partners. Schwab does not supervise Focus Partners and has no responsibility for Focus Partners’ management of client portfolios or Focus Partners’ other advice or services. Focus Partners pays Schwab fees to receive client referrals through the Network. Focus Partners’ participation in the Network raises potential conflicts of interest. Focus Partners pays Schwab a participation fee on all referred client accounts that are maintained in custody at Schwab (the “Participation Fee”) and a “Non-Schwab Custody Fee” on all accounts that are maintained at, or transferred to, another custodian. The Participation Fee is a percentage of the value of the assets in the client’s account. Focus Partners pays Schwab the Participation Fee for so long as the referred client’s account remains in custody at Schwab. The fee is billed to Focus Partners quarterly and may be increased, decreased, or waived by Schwab from time to time. The Participation Fee is paid by Focus

Partners, not the client. Focus Partners does not charge clients referred through the Network fees greater than the fees it charges clients with similar portfolios who were not referred through the Network or otherwise pass referral fees it pays to Schwab through to its clients. Focus Partners, and not the client, generally pays Schwab a Non-Custody Fee if custody of a referred client’s account is not maintained by, or assets in the account are transferred from, Schwab. The Schwab NonCustody Fee is a one-time payment equal to a percentage of the assets placed with a custodian other than Schwab. The fee is higher than the Participation Fee Focus Partners generally would pay in a single year. Therefore, Focus Partners has an incentive to recommend that the referred client’s accounts be held in custody at Schwab. The Participation Fee and Schwab Non-Custody Fees are based on the amount of assets in accounts of Focus Partners’ clients who were referred by Schwab and those referred clients’ family members living in the same household. Thus, Focus Partners will have incentives to encourage household members of clients referred through the Network to maintain custody of their accounts at Schwab. For accounts of Focus Partners’ clients maintained in custody at Schwab, Schwab generally does not charge the client separately for custody but receives compensation from the client in the form of commissions or other transaction-related compensation on securities trades Schwab executes for the client’s account. Clients also pay Schwab a fee for clearance and settlement of trades executed through broker-dealers other than Schwab. Schwab’s fees for trades executed at other broker-dealers are in addition to the other brokerdealer’s fees. Thus, Focus Partners has an incentive to cause trades to be executed through Schwab rather than another broker-dealer. Focus Partners nevertheless acknowledges its duty to seek best execution of trades for client accounts. Trades for client accounts held in custody at Schwab are from time to time executed through a different broker-dealer than trades for Focus Partners’ other clients. Thus, trades for accounts custodied at Schwab in some cases will be executed at different times and different prices than trades for other accounts that are executed at other broker-dealers. Compensation we pay to third-party solicitors/promoters who refer clients to us creates a conflict of interest for the solicitors. Rule 206(4)-1 of the Advisers Act addresses this conflict of interest by, among other things, requiring the solicitor to disclosure in writing their arrangement with Focus Partners, including the compensation terms and the conflicts of interest arising from the relationship and compensation arrangement. Furthermore, the prospective client receives Focus Partners’ Form ADV 2A prior to entering into an advisory agreement with Focus Partners. Separate and apart from formal referral agreements with solicitors, Focus Partners may, in compliance with the de minimis exemption under Rule 206(4)-1, provide non-cash gifts up to $100 to clients or other referring parties as a thank you for referring clients to Focus Partners. Each instance must be pre-approved by Compliance and will be permitted only when the referring individual has no expectation of a gift.

Fidelity Wealth Advisor Solutions®

Read the rest in the brochure

Registered investment advisors are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Focus Partners or the integrity of Focus Partners’ management. Focus Partners has no information applicable to this Item.

A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews Focus Partners performs regular reviews of the accounts it manages on behalf of its clients. Each client portfolio is managed by one or more advisory personnel, which can include portfolio managers and wealth advisors. Review responsibilities include the following:

review the account’s securities for price changes, volume, and relevant news;

compare the account’s allocation with stated goals;

review holdings and consider alternatives;

address the need to rebalance;

monitor the size of individual securities relevant to their sectors, asset classes, and overall account size;

analyze an account’s composition and performance, income, appreciation, gains/losses, and asset allocation; and

assess its performance.

A client’s wealth advisor is responsible for assessing the client’s goals and objectives, reviewing the client’s managed accounts to ensure that the portfolio is consistent with the client’s investment objectives and guidelines, the investment strategy remains suitable for the client, and any material changes with respect to the account or client have been incorporated. Advisors review investment management invoices for new clients and if/when there is a contractual change to an existing client’s billing rate, as appropriate. B. Other Reviews Compliance performs reviews of select accounts for various reasons, including, but not limited to, comparing an account’s strategy and/or allocation to the account’s stated objectives, reviewing commission and transaction costs borne by the account, and reviewing the billing rate and charges. The review of a financial counseling relationship is ongoing and involves revisiting goals, assessing the progress in achieving goals, and redefining strategies and goals where necessary. Advisors seek to communicate with clients regularly. Such communication generally includes in-person meetings, phone calls, letters, and/or email, as appropriate. C. Content and Frequency of Regular Reports Provided to Clients Investment Management Accounts

Focus Partners generally provides written investment reports to its investment management clients. Reports generally include performance, income/expenses, cash flow, realized gains/losses, and an appraisal. Focus Partners also prepares a quarterly market commentary letter and provides a copy to its clients. Moreover, each client receives or has access to account statements from the qualified custodian of their account at least quarterly. Focus Partners urges all investment management clients to compare investment reports received from Focus Partners with the account statements from their custodians. Focus Partners also urges these clients to contact their wealth advisor should they not receive a brokerage statement from their custodian. A client’s investment report may differ from the custodian’s statement(s) for various reasons, including: (1) Focus Partners’ reports generally are prepared on a trade-date basis, reflecting holdings as of the day transactions are executed, while holdings in custodians’ statements generally are reported on a settlement basis, which typically is two business days after the trade date; (2) Focus Partners’ reports in many cases include assets that it advises on but are not held at the client’s custodian (for which Focus Partners receives data and valuations from other sources); and/or (3) Focus Partners’ reports in many cases exclude nonmanaged positions, while the custodians generally must report all client assets held in an account. Also, it is not uncommon for various custodians to have slightly different prices for identical bonds. For these reasons, the billable value of a client’s portfolio as shown on their investment report may differ from the value as shown on the custodian’s statement(s). For assets not held by a client’s main custodian, yet advised on and reported by Focus Partners, pricing and valuations are received from other third-party service providers and administrators. In the event a quarterend valuation for a certain asset(s) is unavailable, Focus Partners will use the most recent value known to Focus Partners with respect to such asset(s).

Valuations and/or performance for a client’s interest in a limited partnership, hedge fund, or other similar investment vehicle are subject to change based upon updates received from the underlying managers and administrators. Employee Benefit Retirement Plan Services

Plan assets are reviewed as necessary and according to the standards and situations described above for investment management service accounts. Focus Partners’ retirement team provides annual reports with fiduciary benchmarks to plan sponsors. Focus Partners also provides quarterly information regarding investment returns and participant education that can be distributed by the sponsor or plan’s administrator to the participants of the plan.

Clients’ brokerage accounts managed by Focus Partners are held at unaffiliated qualified custodians. Although Focus Partners does not hold these accounts, due to certain business practices necessary to render advisory services, Focus Partners is deemed to have custody for purposes of amended Rule 206(4)-2 of the Advisors Act. As a result, Focus Partners undergoes an annual surprise custody audit performed by an unaffiliated PCAOB registered public accounting firm. Focus Partners generally provides investment management clients with quarterly investment reports. These reports are in addition to statements provided by the clients’ custodians on at least a quarterly basis. Focus Partners urges all investment management clients to compare the investment reports received from Focus Partners with the account statements received by their custodians. For accounts managed by SAMs, clients receive quarterly investment reports from such SAMs. In these cases, too, Focus Partners urges clients to compare such reports to the account statements received from their custodians.

With respect to Private Funds over which Focus Partners or one of its affiliates is deemed to have custody, Focus Partners requires that an independent public accountant audits the pooled investment vehicle(s) annually, and that such audited financial statements are distributed to the investors.

For clients that have hired Focus Partners for investment management services, Focus Partners generally has discretionary authority to manage their investments, such authority having been granted by an investment advisory agreement and one or more Investment Policy Statements, or equivalent (“IPSs”) document. With respect to Focus Partners’ exercising investment discretion over an account, this authority is granted through a limited power of attorney granted by the client to Focus Partners through a client-executed custodial application and/or related custodial form. A client retains the right and ability to remove any and all of Focus Partners’ discretionary authorities over their account. For some clients, Focus Partners provides ongoing supervisory and investment advice with respect to nondiscretionary accounts and/or assets as agreed upon by Focus Partners and the client. Non-discretionary accounts and assets generally include accounts managed by SAMs; clients’ investments in unaffiliated hedge funds, limited partnerships, or other private offerings; and outside assets which often include qualified employer-sponsored plans. Non-discretionary accounts and assets also include accounts belonging to certain institutional clients where Focus Partners has responsibility to make, monitor, and oversee its investment recommendations. As explained above in Item 4(C), a client may impose reasonable restrictions or limitations on the management of their account. Any such restrictions or limitations generally are reflected in an IPS, or equivalent, and/or other written instructions provided to Focus Partners.

It is Focus Partners’ longstanding policy that each client is responsible for voting all of the proxies related to the securities held in their managed account. For advisory clients of certain merged or acquired firms, it was the policy of such merged or acquired firms to vote proxies on behalf of their advisory clients. Therefore, in light of these pre-existing arrangements, Focus Partners will vote securities on behalf of such clients, including the Registered Funds. This “grandfathering” policy applies only to these groups of clients or other certain other clients pursuant to a pre-established arrangement. On a case-by-case and limited circumstance basis, Focus Partners will accept the responsibility to vote proxies on behalf of a client. When Focus Partners does in fact accept such responsibility, it will cast proxy votes in a manner consistent with the best interest of its clients. Absent special circumstances, which are described in Focus Partners’ Proxy Voting Policies and Procedures, all proxies will be voted consistent with guidelines established and described in Focus Partners’ Proxy Voting Policies and Procedures, as they may be amended from time to time. A client may contact Focus Partners to request information about how Focus Partners voted proxies for their securities or to get a copy of Focus Partners’ Proxy Voting Policies and Procedures. A brief summary of Focus Partners’ Proxy Voting Policies and Procedures is as follows:

Investment Services generally will vote proxies according to Focus Partners’ then current Proxy Voting Guidelines. The Proxy Voting Guidelines include many specific examples of voting decisions for the types of proposals that are most frequently presented, including composition of the board of directors, approval of independent auditors, management and director

compensation, anti-takeover mechanisms and related issues, changes to capital structure, corporate and social policy issues, and issues involving mutual funds.

Although the Proxy Voting Guidelines are followed as a general policy, certain issues are considered on a case-by-case basis based on the relevant facts and circumstances. Since corporate governance issues are diverse and continually evolving, Focus Partners is committed to spending sufficient time and resources to monitor these changes.

Clients cannot direct Focus Partners’ vote on a particular solicitation but can revoke Focus Partners’ authority to vote proxies.

In situations where there is a conflict of interest in the voting of proxies due to business or personal relationships that Focus Partners maintains with persons having an interest in the outcome of certain votes, Focus Partners takes appropriate steps to ensure that its proxy voting decisions are made in the best interest of its clients and are not the product of such conflict.

For the legacy clients of a number of firms that prior to their mergers with and into Focus Partners voted proxies on behalf of their clients, Focus Partners utilizes the electronic voting services of third party vendors whose systems are designed to help Focus Partners manage, track, and report proxy voting through electronic delivery of ballots, online voting, and integrated reporting and recordkeeping.

Registered investment advisors are required in this Item to provide you with certain financial information or disclosures about their financial condition. Focus Partners has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding.