TALL PINES CAPITAL, LLC

Tall Pines Capital, LLC (“Tall Pines” and/or “the firm”) is an Illinois limited liability company. The firm is owned by Christopher Plahm. Tall Pines offers investment advisory services to its clients. A.​ Services Tall Pines solely offers the following type of advisory service: Separately Managed Account Product The firm offers and manages a micro-capitalization product (“Tall Pines Micro Cap SMA”). The Tall Pines Micro Cap SMA follows a fundamental long biased trading strategy focused on providing long-term capital growth by investing primarily in the equity securities of U.S. and Canadian-based companies with market capitalizations ranging from $10 million to $1 billion (as valued at cost / initial purchase) either directly or through warrants with respect to such securities. The portfolio manager seeks to invest in: ●​ small, high-growth companies with little or no institutional ownership, and limited trading liquidity ●​ companies with high-quality management teams whose interests are aligned with company growth and stock price appreciation ●​ companies with a market-leading position with potential for growth ●​ a concentrated portfolio consisting of 5 to 15 positions Fees and Compensation ​ The maximum annual management fee charged for this service will not exceed 2.50% per annum. Please note that an asset-based fee in excess of 2.00% per annum is higher than what is normally charged in the industry. To the extent agreed-to by a client and Tall Pines (and with the exception of retirement accounts or accounts otherwise subject to ERISA), Tall Pines will charge a performance fee based on an initial investment high water mark. When a performance fee is to be charged, the fee schedule will typically be structured in one of the following two ways: (i) a 1% per annum management fee plus a 20% performance fee, or (ii) a 0% management fee plus a 25% performance fee. Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. Annualized management fees are billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Performance fees are assessed annually in arrears based on a client’s initial investment as the high water mark. Fees are negotiable and will be deducted from client account(s). Intra-quarter prorated management fees are charged in the event a client deposits $100,000 or more during the quarter. The firm’s fees are generally deducted directly from the account(s) under our management; in rare cases, however, our firm will agree to directly invoice the client. As part of the fee deduction process process, clients understand the following: a)​ The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the assets and all account disbursements, including the amount of the advisory fees paid to our firm; b)​ Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm will send an invoice directly to the custodian; and c)​ If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included.

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The estimated trading cost component for a minimum account size of $100,000 is $200 to $600 per year. These fees include charges for all transaction costs such as commissions on purchase and sales of stocks, options, and warrants. Except as otherwise provided below, clients will incur no charges other than the firm’s fee pursuant to the above fee schedule in connection with the maintenance of and activity in clients’ accounts. Our fee does not include internal expenses and fees of fund products, though as of the date of this Wrap Brochure, we do not invest in funds such as mutual funds or exchange traded funds. To the extent that securities transactions are executed away from our recommended custodian (Charles Schwab & Co., Inc., or “Schwab”), then Schwab will typically directly charge the client commission mark-ups and mark-downs that the client will pay in addition to the wrap fee. Schwab does not charge transaction fees for U.S. listed equities. Since we pay the transaction fees that would otherwise be charged by the custodian to clients participating in our wrap fee program, this presents a conflict of interest because we are incentivized to recommend these equities over other types of securities in order to reduce our costs. The client authorizes the custodian to automatically deduct the fee and all other charges payable hereunder from the assets in the account when due with such payments to be reflected on the next account statement sent to the client. If insufficient cash is available to pay such fees, securities in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid balance. Tall Pines may modify the fee at any time upon 30 days’ written notice to the client. In the event the client has an ERISA-governed plan, fee modifications must be approved in writing by the client. Upon termination of an advisory agreement, any unearned, prepaid fees will be promptly refunded on a prorated basis. B.​ Disclosure of Cost Difference if Services Purchased Separately Depending on a number of factors, such as the number, size and nature of the securities transactions in an advisory account, the overall fees and charges borne by the client over time could be more or less than what these fees and charges would be if the same services were provided on a separate basis. Bundled fees generally provide an economic incentive for the advisory firm to select investments and strategies that minimize trading costs. Frequent trading in an account where transaction fees are included as part of the overall advisory fee to the client drives trading costs higher and reduces the overall fee revenue to the advisor. As a result, higher trading costs in a bundled fee account have a negative impact on the advisory firm’s profitability. Accordingly, we have an incentive to limit our trading activities in wrap accounts. C.​ Additional Client Fees and Terms of Payment Tall Pines generally requires clients to authorize the direct debit of fees from their accounts. Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by funds, separate account managers, private placement, pooled investment vehicles, broker-dealers, and custodians retained by clients. Such fees and expenses are described in each fund’s prospectus, each separate account manager’s Form ADV and Brochure Page 5 of 22

and Brochure Supplement or similar disclosure statement, each private placement or pooled investment vehicle’s confidential offering memorandum, and by any broker-dealer or custodian retained by the client. Clients are advised to read these materials carefully before investing. D.​ ERISA Accounts When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: ●​ Meet a professional standard of care when making investment recommendations (give prudent advice); ●​ Never put our financial interests ahead of yours when making recommendations (give loyal advice); ●​ Avoid misleading statements about conflicts of interest, fees, and investments; ●​ Follow policies and procedures designed to ensure that we give advice that is in your best interest; ●​ Charge no more than is reasonable for our services; and ●​ Give you basic information about conflicts of interest.

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Tall Pines offers its investment services to various types of clients including high-net-worth individuals, trusts, corporations, partnerships, tax exempt, and other legal entities. Tall Pines generally requires a minimum account size of $100,000, which is subject to negotiation at the sole discretion of Tall Pines.

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The firm encourages communication with its clients and does not limit or condition the amount of time clients can spend with the firm's advisory professionals.

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The firm is the sole portfolio manager in the Tall Pines Wrap Fee Program and does not share any personal information it collects from its clients other than pursuant to its privacy policy and corresponding notice, or as required by law or regulatory mandate. The firm may collect the following information in order to formulate its investment recommendations to clients:

Income Employment and residential information Cash balance Security balances Transaction detail history Investment objectives, goals, and risk tolerance Sources of wealth and/or deposits Risk assessment Investment time horizon Income and liquidity needs Asset allocation Restrictions on management of accounts Client interview(s) Review of client’s current portfolio

In formulating its discretionary investment decisions in the Tall Pines Micro Cap SMA, the firm will generally perform an analysis of historical risk/return characteristics of various asset classes, an analysis of the long-term outlook for global financial markets, and an analysis of the long-term global economic and political environments.

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A.​ Portfolio Manager Selection and Review The firm is the sole sponsor and sole portfolio manager for the Tall Pines Wrap Fee Program. B.​ Participation in Wrap Fee Programs Other than offering its Tall Pines Wrap Fee Program, the firm does not participate in wrap fee programs. C.​ The Firm Acts as Both a Wrap Fee Sponsor and Portfolio Manager The Tall Pines Wrap Fee Program is a proprietary product offered exclusively through the firm. Tall Pines Wrap Fee Program - Separately Managed Account Product The firm offers and manages the Tall Pines Micro Cap SMA as described above. The Tall Pines Micro Cap SMA follows a fundamental long biased trading strategy focused on providing long-term capital growth by investing primarily in the equity securities of U.S. and ex-U.S. companies with market capitalizations ranging from $10 million to $1 billion (as valued at cost / initial purchase) either directly or through warrants with respect to such equity securities. The portfolio manager seeks to invest in: ●​ small, high-growth companies with little or no institutional ownership, and limited trading liquidity ●​ companies with high-quality management teams whose interests are aligned with company growth and stock price appreciation ●​ companies with a market-leading position with potential for growth ●​ A concentrated portfolio consisting of 5 to 15 positions Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives, and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. Management of Wrap Fee Program The Tall Pines Wrap Fee Program is the only asset management program offered by the firm. Performance-Based Fees and Side-by-Side Management Tall Pines charges performance-based fees as described in Item 4, above (fees based on a share of capital gains or capital appreciation of the assets of a client). The performance fee does not necessarily apply to all clients, and is not charged with respect to retirement accounts or accounts otherwise subject to ERISA. This creates a conflict of interest to the extent it creates an incentive to favor accounts for which Tall Pines will receive a performance-based fee. Performance based fee arrangements create an incentive for Tall Pines to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor higher fee accounts over other accounts Page 8 of 22

in the allocation of investment opportunities. Tall Pines addresses these conflicts of interest by fully disclosing them in this wrap fee brochure, by treating all clients equally regardless of the means by which they are charged, and by only making investment decisions that reflect clients’ best interests (and not in pursuant of a higher fee). Methods of Analysis, Investment Strategies and Risk of Loss Tall Pines uses a variety of sources of data to conduct its economic, investment and market analysis, such as SEC Filings, company visits, financial and industry newspapers and magazines, economic and market research materials prepared by others, conference calls hosted by companies, annual reports, prospectuses, and company press releases. It is important to keep in mind that there is no specific approach to investing that guarantees success or positive returns; investing in securities involves risk of loss that clients should be prepared to bear. Tall Pines and its investment adviser representative are responsible for identifying and implementing the methods of analysis used in formulating investment recommendations to clients. The methods of analysis may include quantitative methods for optimizing client portfolios, computer-based risk/return analysis, technical analysis, and statistical and/or computer models utilizing long-term economic criteria. ●​ Quantitative methods include analysis of historical data such as price and volume statistics, performance data, earnings data, valuation analysis, and related data. ●​ Qualitative analysis uses subjective judgment based on unquantifiable information, such as management expertise, industry cycles, strength of research and development, and labor relations. Qualitative analysis contrasts with quantitative analysis, which focuses on numbers that can be found on reports such as balance sheets. The two techniques, however, will often be used together in order to examine a company's operations and evaluate its potential as an investment opportunity. Qualitative analysis deals with intangible, inexact concerns that belong to the social and experiential realm rather than the mathematical one. This approach depends on the kind of intelligence that machines (currently) lack, since things like positive associations with a brand, management trustworthiness, customer satisfaction, competitive advantage and cultural shifts are difficult, arguably impossible, to capture with numerical inputs. A risk in using qualitative analysis is that subjective judgment may prove incorrect. In addition, Tall Pines reviews research material prepared by others, as well as corporate filings, corporate rating services, and a variety of financial publications. Tall Pines may employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. Material Risks of Micro and Nano Capitalization Securities Tall Pines generally implements its Micro Cap SMA by purchasing and selling micro and nano capitalization securities, which carry acute risks. The term “micro cap stock” applies to companies with low or “micro” capitalizations, meaning the total value of the company's stock. A typical definition would be companies with a market capitalization of less than $250 million or $1 billion. The smallest public companies, with market capitalization of less than $50 million, are sometimes referred to as “nano cap stocks.” Micro cap and nano cap companies typically have limited assets and operations, and such stocks tend to be low priced and trade in low volumes. Page 9 of 22

Many micro cap and nano cap stocks trade in the "over-the-counter" (OTC) market, rather than on a national securities exchange such as the New York Stock Exchange or NASDAQ. They are quoted on OTC systems, such as the OTC Bulletin Board (OTCBB) or OTC Link LLC (OTC Link). Often, the biggest difference between a micro cap stock or nano cap stock as compared to other stocks is the amount of publicly available information about the company. Most large public companies file reports with the SEC that any investor can get for free from the SEC’s website. Professional stock analysts regularly research and write about larger public companies, and it’s easy to find their stock prices on the internet or in newspapers and other publications. In contrast, information about micro cap and nano cap companies can be extremely difficult to find, making them more vulnerable to investment fraud schemes and making it less likely that quoted prices in the market will be based on full and complete information about the company. Companies that trade their stocks on exchanges must meet minimum listing standards. For example, they must have minimum amounts of net assets and minimum numbers of shareholders. In contrast, companies on the OTCBB generally do not have to meet any minimum standards. While all investments involve risk, micro cap and nano cap stocks are among the most risky. Many micro cap and nano cap companies are new and have no proven track record. Some of these companies have no assets, operations, or revenues. Others have products and services that are still in development or have yet to be tested in the market. Another risk that pertains to micro cap and nano cap stocks involves the low volumes of trades. Because many micro cap and nano cap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock. Investment Strategy, Method of Analysis, Material Risks Our investment strategy is to follow a fundamental long biased trading strategy focused on providing long-term capital growth by investing primarily in U.S. and ex-U.S. companies with market capitalizations ranging from $10 million to $1 billion. Short Selling The firm generally does not engage in short selling but reserves the right to do so in the exercise of its sole judgment. Short selling involves the sale of a security that is borrowed rather than owned. When a short sale is effected, the investor is expecting the price of the security to decline in value so that a purchase or closeout of the short sale can be effected at a significantly lower price. The primary risks of effecting short sales are the availability to borrow the stock, the unlimited potential for loss, and the requirement to fund any difference between the short credit balance and the market value of the security. Concentration Risk There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have Page 10 of 22

concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Material Risks of Investment Instruments Equity Securities Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk.​ Warrants Investing in warrants with respect to underlying equity securities presents many of the same or similar risks presented by equity securities as described above. In addition, warrants can present additional liquidity constraints which can be magnified if the underlying security is thinly traded. Because warrants have a limited exercise window, there is a risk that they may expire worthless. If the company issuing the warrant does not fulfill its contractual obligation to permit you to acquire the underlying security at the agreed-upon price, there is a risk that the warrant will be effectively worthless. Since warrants inherently involve the use of leverage, losses experienced by the equity security underlying a warrant are generally magnified with respect to such warrant itself. Proxy Voting Tall Pines does not take discretion with respect to voting proxies on behalf of its clients. However, you may appoint Tall Pines to make certain decisions on your behalf with respect to corporate reorganizations and other corporate actions for the individual securities held in your account. Such appointment is generally made on a form to be signed and submitted to the qualified custodian. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. Tall Pines has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. Tall Pines also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Tall Pines has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where Tall Pines receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner.

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A.​ Disciplinary Information and Other Financial Activities and Affiliations There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Tall Pines’ advisory business or the integrity of Tall Pines’ management. Other Financial Industry Activities and Affiliations Broker-Dealer or Representative Registration Neither we nor any of our management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Futures or Commodity Registration Neither the firm nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Insurance Sales The sole investment adviser representative of Tall Pines is licensed as an insurance agent. From time to time he will recommend insurance products offered by such carriers for whom he functions as an agent and receive a commission for doing so. Please be advised there is a conflict of interest in that there is an economic incentive to recommend insurance and other investment products of such carriers. Please also be advised that Tall Pines strives to put its clients’ interests first and foremost. Other than for insurance products that require a securities license, such as variable insurance products, clients may utilize any insurance carrier or insurance agency they desire. Recommendation or Selection of Other Investment Advisers and Conflicts of Interest In addition, Christopher Plahm is the owner and an investment adviser representative of Stonebridge Wealth Management, LLC (“Stonebridge”), a registered investment adviser offering a variety of investment advisory and financial planning services. In such capacity with Stonebridge, from time to time he will offer Stonebridge’s advisory services to Tall Pines clients and receive normal and customary fees from Tall Pines clients that separately engage Stonebridge as a result. As such, there is a financial incentive to recommend that clients utilize the additional services afforded by Stonebridge. This financial incentive is underscored by the fact that, after a client elects to retain Stonebridge in addition to Tall Pines, Christopher Plahm may transfer client assets managed by Tall Pines to be under the management of Stonebridge. Christopher Plahm and Tall Pines address this conflict of interest by fully disclosing it in this brochure, by advising clients of the additional compensation to be earned, and by only making such recommendations when it is believed to be Page 14 of 22

in the client’s best interest. Clients are under no obligation to invest through Stonebridge. B.​ Code of Ethics, Participation or Interest in Client Transactions and Personal Trading In accordance with the Advisers Act, the firm has adopted policies and procedures designed to detect and prevent insider trading. In addition, the firm has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of the firm's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of the firm. The firm will send clients a copy of its Code of Ethics upon written request. The firm has policies and procedures in place to ensure that the interests of its clients are given preference over those of the firm, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest The firm does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, the firm does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest From time to time, the firm, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it will purchase the same securities as are purchased for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ●​ owned by the client, or ●​ considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which the firm specifically prohibits. The firm has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ●​ require our advisory representatives and employees to act in the client’s best interest ●​ prohibit fraudulent conduct in connection with the trading of securities in a client account ●​ prohibit employees from personally benefiting by causing a client to act, or fail to act in making investment decisions ●​ prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions ●​ allocate investment opportunities in a fair and equitable manner ●​ provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client. Advisory representatives and employees must follow the firm’s procedures when purchasing or selling the same securities purchased or sold for the client. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest Page 15 of 22

From time to time, the firm, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it will execute securities transactions for their own accounts that differ from those recommended or effected for other the firm clients. The firm will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts, or will otherwise include affiliate, corporate, employee or employee-related accounts in the same block/aggregate trade order as clients such that the average price is paid by all participants in such block/aggregate trade order. It is the policy of the firm to place the clients’ interests above those of the firm and its employees. Factors Used to Select Broker-Dealers for Client Transactions Custodian Recommendations Tall Pines generally recommends that clients establish brokerage accounts with Charles Schwab & Co., Inc. (“Schwab” or “custodian”), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Tall Pines recommends that clients establish accounts at the custodian, it is the client’s decision to custody assets with the custodian. Tall Pines is independently owned and operated and not affiliated with custodian. For Tall Pines client accounts maintained by the custodian, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. Wrap fee clients do not pay separate transaction-related fees to the custodian. Tall Pines considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances and subject to approval by Tall Pines, Tall Pines will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by Tall Pines will be made by and at the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend Tall Pines seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following: ●​ combination of transaction execution services along with asset custody services (generally without a separate fee for custody) ●​ capability to execute, clear, and settle trades (buy and sell securities for client accounts) ●​ capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) Page 16 of 22

●​ breadth of investment products made available (primarily with respect to applicable stocks) ●​ availability of investment research and tools that assist us in making investment decisions ●​ quality of services ●​ competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them ●​ reputation, financial strength, and stability of the provider ●​ their prior service to us and our other clients ●​ availability of other products and services that benefit us, as discussed below Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging commissions or other fees on trades that it executes or that settle into the custodian’s accounts. In addition to commissions, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker- dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Wrap fee clients do not pay separate transaction-related fees to the custodian. Soft Dollar Arrangements The firm does not utilize soft dollar arrangements. The firm does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides the firm with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. These services are not contingent upon the firm committing to a custodian any specific amount of business (assets in custody or trading commissions). The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Other Products and Services Custodian also makes available to the firm other products and services that benefit the firm but may not directly benefit its clients’ accounts. Many of these products and services are used to service all or some substantial number of the firm's accounts, including accounts not maintained at custodian. The custodian also generally makes available to the firm software and other technology that ●​ provide access to client account data (such as trade confirmations and account statements) Page 17 of 22

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