Evercore Wealth Management, LLC: investment adviser

mergers mergersand andacquisitions, acquisitions, strategic shareholder teams and shareholders strategic shareholder advisory, restructurings restructuringsand andcapital capital structure. also assists advisory, structure. also assists clients in raisi in raising publicand andprivate private capital capital,, delivers deliversequity equityresearch research,, equity equity sales salesand agency public agency providingwealth wealth services to execution,, in addition additiontoto providing services to high-net-worth and andinstitutional institutional investors investors through through Evercore Wealth and Evercore high affiliates. Wealth’s affiliates. Wealth serves high highnet networth worth multi multi-generational families, executives, executives,business -generational families, foundations,endowments, endowments, and other otherprivate private clients, delivering deliveringcustomized customized owners, foundations, clients, strategicwealth wealthplanning, management, and,, through through its affiliate affiliateEvercore strategic management, N.A., trust services. provides discretionary Trust Company, Trust Company, N.A., trust and custody services. Evercore Wealth provides discretionary individuals and institutional institutional non-discretionary investmentadvisory services to individuals and non -discretionary investment clients and and also alsoprovides provides financial financialplanning, planning, investment investmentconsulting consulting and educational educational diversification, serviceswith withrespect respect asset allocation, asset allocation, diversification, portfolio risk, and risk, and other general generaleconomic economic topics. topics. addition to the theservices servicesprovided Wealth also also In addition highhigh net net worthworth clients,clients, Evercore registeredinvestment investment company company,, the Evercore provides investment investmentadvisory advisoryservices services to a registered provides EquityFund Fund(“EWMCX”) ("EWMCX"), a private private equity equity fund, the Evercore WealthManagement Management Private Private Equity Equity Access I, LP., (the "EWM Private Fund") sponsored Capital Integration Systems, Equity Access I, L.P., “EWM Private Fund ”) sponsored b Capital Integrati Systems, CAIS,, and investment investmentsub sub-advisory servicestotoanan insurance dedicated LLC or CAIS -advisory services insurance dedicated fund,fund, SALi Multi Multi-Series Fund,L.P. L.P. SALI -Series Fund, Wealthprovides provides model equity equity portfolio portfolio to another anotherfinancial institution,, model institution is registered advisor. The model this institution uses which is a registered investment advisor . model provided to this institution uses EWMPartner PartnerInvestments Investments LLC account,, which isis described described in same strateg strategy used for for the theEWM same LLC thisbrochure brochure. The The financial financialinstitution institution model equity equity portfolio Item 66 of this thatthat usesuses model soatatheir own discretion; not or execute or any facilitate any does so own discretion; does not execute facilitate providing the model modelor or for the financial financialinstitution’s institution's underlying underlying tradingininrelation relation to to providing nordoes have any knowledge about the other other financial accounts,nor accounts, have any knowledge about the institution'sclients. institution’s Wealth'sc client accountsare are invested primarily in equities equities and and fixed fixed income income lient accounts invested primarily securities managed managedbybyEvercore Wealth, mutual mutualfunds funds managed managedbybyEvercore Wealth, managers, exchange-traded funds, alternative and third -party investment managers, and and exchange -traded funds, alternative investments, cash cash-equivalent instruments, and strategies strategiesand andinvestment portfolios investments, -equivalent instruments portfolios managedby bythird investmentmanagers managers.. managed -party investment

Investmentadvisory advisoryservices guided objectives and restrictions restrictionsoutlined outlined in Investment areare guided by by the objectives each client InvestmentManagement ManagementAgreement Agreement (the "Agreement") Investment each ’s Investment (the “Agreement”) andand// or Investment PolicyStatement. Statement. Clients Clientshave havethe theability ability restrict Policy restrict ofsecurities securitiesin in account, well provide guidance and with direction with types of account, as well to as to provide guidance and direction respectto tothe thesecurities maintained, purchased sold in their account. respect maintained, purchased sold in account. For certain certainclient accounts,, Evercore Wealth may may recommend recommend pooled For pooled vehicles,such suchasashedge hedge funds,, private privateequity equityfunds, funds, limited limitedpartnerships, partnerships, or one or or m more vehicles, funds investmentmanagers managers.. Third Third-party investmentmanagers managers recommended -party investment -party investment recommended clientswill willhave havefull full discretion authority over over that thatportion portionofofa a discretion authority client's account accountand and shall shallhave havesole soleresponsibility responsibility implementation client’s implementation of of the thirdassetsheld held portfolios party strategy’s strategy's investment investment objectives objectives. With respect respectoto the assets party in in portfolios managedbybythird investment managers managers,, Evercore Wealth will willnot notplace place orders managed -party investment orders transactionsin in that that portion portionofof the client accountororotherwise otherwise exercise for transactions ’s account exercise authority over account. However, periodically monitors authority over the -party account. However, Evercore Wealth periodically monitors investment managers managersand and reserves the theauthority authority terminate the third -party investment hirehire terminate managers. such managers. Wealth also also provides providesaan array arrayof ofgeneral generalpersonal planning planning in addition additiontoto investment investmentmanagement management.. Such sservices include, but are ervices include , but are not limited to,to, retirementplanning, tax cash flow estate planning, estate retirement tax and cash flow planning,insurance insurance planning, marriage marriageand and divorce divorceplanning, college college compensationand benefits and the preparation of financial analyses and compensation benefits and the preparation of financial analyses and personalfinancial statements reflecting netcash worth, cashincome flow, tax and income tax statements reflecting net worth, flow, and projections. Financial Financialplanning planning providedas asaastand stand-alone serviceororasas projections. be be provided -alone service part of ofthe the Firm's investment advisory advisory services. services. part ’s investment of December December31, 31, 2025, Wealth managed managed a total totalofof approximately approximately $15.52 As of 2025, Evercore billion, approximately $15.42 billion was managed on discretionary basis billion, of which approximately billion managed on a discretionary basis approximately $91.02 million millionoon a non non-discretionary approximately -discretionary basis.

For example, example, they may maybe be billed billedfor forthe thefees feesincurred, incurred, charged chargedfee feess frequentlythan thanmonthly monthly,, in some some cases cases may may pay payfees feesininadvance advance,, and in other othercases cases less frequently may be becharged chargeda a flat flat or set set fee.. Agreement, Investmentadvisory advisoryservices begin effective date Investment begin withwith effective date of theof the Agreement, which iswhich is date the theclient clientsigns signsthe Agreement. The first first fee will will be be charged charged on a pro-rata basis the date Agreement. beginningon onthe thedate date determined substantially funded. beginning determined to beto be substantially funded. If that If that

date date falls fallson onthe thelast last two two daysdays of the of the month, month, the first the fee firstis fee is generally generally charged partofofthe theregular regular billing cycle in the the following followingmonth. month. Fees are arecharged chargedaccording according as part billing cycle negotiated as determined determined on aacase case-by-case basis tieredschedule schedule may be negotiated to aatiered may be -by-case basis factors, of assets under undermanagement, management, based upon upona anumber number based factors, the the type of assets, or asset classes. servicesprovided, provided,and andany any restrictions restrictions on on assets, or asset classes. Wealth's standard standard investment investment management management fee schedule schedule for separately separately managed outlinedbelow. below. managedaccount accountss is outlined

Asset Value Valueand andComposition Composition Asset

Annual Annual Fee Fee

For relationships relationshipsupuptoto $10,000,000 For $10,000,000

1.00%

relationshipsover over $10,000,000, those relationships For relationships $10,000,000, oror forfor those relationships least million of fixed income assets, a split fee with atatleast $5$5 million of fixed income assets, a split fee scheduleapplies applies schedule

Fixed Fixed Income IncomeAssets: Assets: thefirst first$10 $10million million 0.35% on 0.25% on thebalance balance Growth Assets: Growth Assets: thefirst first$10 $10million million 1.00% on thenext next$10 $10million million 0.75% on 0.60% on thebalance balance

maybebenegotiated negotiated discretion. The agreed agreed Fees may sole sole discretion. upon behigher higher or lower lower than the the fees fees upon investment investment management managementfee feefor for any any account accountmay maybe reflected provides For example, example,accounts accountsforfor provides reflectedininthe thetable tableabove. above. For result acquisition retain investmentadvisory advisoryservices result of aof a priorprior acquisition retain the feethe fee of the acquisition. scheduleassociated associated at the timethe schedule at the time of acquisition.

Fees are paid in accordance with thewith fee the schedule effect in effect for the arecalculated calculated paid in accordance fee in schedule account at at the time time of ofpayment, payment,as asmay maybe beamended amended from time time. Evercore from time time. annual feefee may charge chargea aminimum minimum annual services provided provided on any anyaccount account.. Either terminate Agreement or the theclient clientmay terminate Agreement at at any anytime timeupon upon Either Evercore Wealth or written party, subject to thetoterms the of the Agreement. Clients are the of terms Agreement. Clients are written notice noticetotothe party, subject responsible paying rendered until the effective termination of until the effective termination of the responsiblefor paying rendered has paid fees advance terminates agreement, Agreement. If Agreement. If the client has paid fees in advance terminates the agreement , -rated refund. willprovide providea apro pro-rated refund. Wealth will As the to to EWMCX, Evercore the investment investmentadviser Wealth receives receivesaan annual annual investment of 0.75% 0.75% of of EWMCX’s EWMCX's assets under undermanagement management. Evercore Wealthhashas advisory fee of contractually agreed EWMCX waive fees and/ contractually agreed with EWMCX to waive Evercore Wealth's fees and/ reimburse reimburse EWMCX (excluding taxes, interest, fees, and extraordinary EWMCXfor forany anyexpenses expenses (excluding taxes, interest, fees, and extraordinary expenses) toto ensure EWMCX’s Total Annual FundFund Operating ensure EWMCX's Total Annual Operating expenses)to tothe theextent extentnecessary necessary Expenses Reimbursement do not exceed 1.00% of EW of EWMCX's MCX’s FeeWaiver/Expense Waiver/Expense Reimbursement do not exceed 1.00% ExpensesAfter AfterFee average This effect until averagedaily dailynet netassets. assets. This expense expenselimitation limitation agreement agreementwill willcontinue continue effect until April 27, with terms oneone year year unlessunless terminated by the by the April30, 30,202027, with successive successiverenewal renewal terms terminated EWMCX feefee reductions and/or expense EWMCXBoard Boardofof Trustees Trustees prior prior to to any anysuch suchrenewal. renewal.For For reductions and/or expense

paymentsmade madeininthe theprior prior three fiscal years, hasright the to right to receive payments three fiscal years, has the after giving effect to such reimbursement, Total Annual reimbursementprovided reimbursement after giving effect to such reimbursement, Total Annual After Waiver/Expense Reimbursement not exceed Fund Operating Operating Expenses Fund Expenses After Fee Fee Waiver/Expense Reimbursement do not do exceed EWMCX's average averagedaily daily net year reimbursement. Clients should 1.00% of EWMCX’s net year reimbursement. Clients should tothe theEWMCX EWMCX prospectus complete description of all and expenses refer to refer prospectus for afor a complete description of all fees and fees expenses EWMCX. chargedby byEWMCX. Wealth client client discretionary discretionary accounts accountsthat thathave of their For Evercore all all or aor a of their invested Wealth excludes excludesthe of the EWMCX EWMCX assets invested in in EWMCX, Evercore of the investment from the calculation calculation Wealth's investment investmentmanagement of of Evercore feefee.. adjust the fee by EWMCX and However,because becauseEvercore unable However, unable adjust the fee by EWM paid byby clients invested investedininEWMCX EWMCX, ititis is possible paid possible that that Wealth Wealth thathold hold EWMCX higher or lower lower fees to toEWMCX EWMCX, an Evercore relationshipsthat relationships EWMCX maymay pay pay higher Wealth affiliate, affiliate,than thanthose those fees described described on the standard standardinvestment investmentmanagement feefee otherwise negotiated schedule schedule or otherwise negotiated by a as fee as the investment investmentadviser Private Wealthdoes a fee toto the EWM EWM Private Fund invested investedon onbehalf the portion portionofofthe Fund for the EWM Private ofof clients.For Forthe theportion invested former invested on on ormer clients,clients, 1.00%. For receives an annual fee Wealth receives annual investment advisory fee For Evercore Wealth client thathave haveallall invested Private Fund,, the accountsthat oror invested in in the EWM ofthe theEWM Private Fund will willbe beincluded includedinin the calculation calculationofof valueof investmentmanagement fee. fee. Wealth,, clients clientsmay responsible additiontoto In addition feesfees by by Evercore bebe responsible commissions,mark mark-ups and andmark mark-downs, additionalexpenses, expenses,such such additional fees,fees, commissions, custodyfees, fees, tax preparation preparation fees and fees and andexpenses expenses unaffiliated fees by by unaffiliated wellasas investment management management fees charged chargedbyby third-party mutual custodians, as well custodians, -party mutual funds, pooled pooledinvestment investmentvehicles, vehicles, managers. Account invested and third -party managers Account assets invested investmentvehicles vehicles included calculating theofvalue typesofof investment in these types included calculating the value the of the computing Wealth charges chargesfor forthe the investment accountfor forpurposes purposesofof computing thethe fee Evercore provides, and the thesame sameassets assetswill also subject additional advisory services servicesititprovides, also subject additional fees fees forth in the offering documents expenses,asas and expenses, setset forth in the offering documents of thoseof those vehicles vehicles,, if applicable. including, example, performance fees, including, for example, performance fees, if applicable . assets,assuch asand unique assets, currentvaluation valuation The current assets, such unique hard and hard-to-value -to-value assets, alternativeassets assetsand pooled vehicles may be received by Evercore Wealth on alternative pooled vehicles may be received by Evercore Wealth on basis,after afterthe Firm calculates fee. In these cases, the delayedbasis, a delayed Firm calculates its its fee. In cases, t the asset as reflected reflectedonon last available price assigned last price assigned value of theof asset at the the time timethe thefee feeis iscalculated calculated will willbe beused used to calculate calculatethe themarket systems at such cases, valuation fluctuate between billing purposes.InInsuch fee purposes. cases, valuation may may fluctuate up or up downor down between bi lling periodsand andEvercore benefit fromuse theofuse last price periods maymay benefit from the the of lastthe or price or it is higher than current price. Similarly, Wealth is assigned when assigned value when it is higher than the current Similarly, Evercore Wealth disadvantagedwhen whenthe last available available price price or assigned assignedvalue value is lower lowerthan thanthe thecurrent current disadvantaged last price. price.

Wealth and its itsemployees employees do not not receive receiveany any compensation or consideration compensation or consideration ornon non-proprietary investmentmanagers managers related recommending from third -party or -proprietary investment related recommending employingtheir theirservices services in client clientaccounts. accounts. Employees Employeesmay mayoccasionally occasionally appointed employing appointed volunteerbasis basis to an an advisory advisoryboard board Limited Partnership on aa volunteer forfor Limited Partnership fundfund that that Wealth recommends recommendsforfor and in are invested. In and in clients are invested. cases,the theLimited LimitedPartnership Partnership fund incidental expenses to or on those cases, fund maymay paypay incidental expenses to or on behalfof ofthe theemployee employeethat are related employee's service board. are related employee’s service board. Financialplanning planning included Financial areare included in the in the advisoryadvisory services services However, in cases planningare providedtotoclients. However, in cases wherewhere planning services being are being providedon onaa stand stand-alone suchfees fees are negotiat negotiated on on aa case case-by-case -alone basis, such -by-case basis and shallbe bemutually mutually agreed upon Wealth.. shall agreed upon and and Evercore Wealth and its itsaffiliates affiliates who maintain maintainaccounts with Evercore Employeesofof Evercore Employees are offered discounted fees, some cases investment advisory services offered discounted fees , in some cases notcharged chargeda afee fee.. are not services through an compensates its for affiliates compensates its affiliates certain for through an intercompanyarrangement arrangement (e.g. infrastructure infrastructurearrangements, arrangements, trust services),, by direct direct intercompany trust services) (e.g., reports), Commission Sharing Arrangements payment payment (e.g., for research reports) , or through Commission Sharing Arrangements whereby soft soft dollars dollarsgenerated generated unaffiliated third-party broker-dealers usedtoto whereby by by unaffiliated -party broker -dealers are used pay for for an affiliated affiliatedbroker broker-dealer's researchreport reports. Additionalinformation pay -dealer’s research s. Additional of this brochure. intercompanyarrangements arrangements found intercompany found ItemItem 10 of10this brochure. Additionalinformation practices found12inofItem Additional practices may bemay foundbein Item this 12 of this brochure. brochure.

Strategy since since its itsinception inceptionononFebruary February Strategy 3, 3, 2009 Wealthmaintains maintains discretionary and non non-discretionary investmentadvisory discretionary -discretionary investment for its its affiliates affiliates Evercore EvercorePartners Partners Services ServicesEast, East,LLC LLC, Evercore EvercoreGroup, Group,LLC LLCand accounts for EvercoreTrust TrustCompany, Company, which either either no investment investment management management fee isis N.A.N.A. for which charged,, or a discounted discountedfee feeapplies. applies. of Evercore Wealth provides providesinvestment theirfamilies families and/or and/or employees employeesofof its affiliates affiliates and and their theirfamilies families for which Wealth and their as portfolio discountedfeefee apply. Certain Certainemployees may, capacity a discounted apply. may, theirtheir capacity as portfolio

manager,manage manage other Evercore Wealth employee employeeaccounts accounts,, or accounts manager, employeesofofEvercore affiliates, including includingthose thoseforfor other other Evercore affiliates, portfolio managers managers on a discretionary discretionarybasis. basis. In some some cases, cases,Evercore may invest invest in or maintain maintainananinterest securities, funds, pooled pooledinvestment investmentvehicles, vehicles, in in securities, limitedpartnerships partnerships offerings and investment strategies thatalso are also offerings strategies that are selectedand andrecommended recommended selected invest in, client'sbehalf behalf,, pooled pooledinvestment Wealthmay recommend recommend invest in, on a client’s vehicles, limited limitedpapartnerships offerings which which may subject to vehicles, rtnerships oror offerings subject to performance-based fees payable payabletoto a third-party adviser,, which whichis is performance –based fees -party investment applicable,, any such such fees fees additionto toEvercore investment management management fee.. If applicable addition expensesare areset setforth forth offering documents those vehicles.. and expenses offering documents those vehicles

InInaddition, addition, Evercore Wealth serves asasthethe entities,, including affiliated entities private equity equity fund, investmentadviser advisertoto a registered registeredinvestment investmentcompan company, y, EWMCX,, a private Private Fund, and provides provides investment investmentsub sub-advisory services to an an insurance insurance the EWM -advisory services dedicatedfund, fund,the theSALI SALiMulti Multi-Series Fund,L.P. LP. as described describedininItem Item 4 of of this brochure. brochure. dedicated -Series Fund, describedininItem above, Evercore also provides model equity As described 4 4 above, also provides model equity anotherfinancia financial institution, institution,which whichis ais a registered advisor. The model for another registered advisor. The model providedtotothisthis institution uses thestrategy same used strategy the EWM Partner institution uses the same for theused EWMfor Partner LLCaccount, account, described in 6Item 6 of this thisbrochure brochure.. The The financial InvestmentsLLC Investments described in Item institutionthat thatuses usesthe themodel model equity so at discretion; institution equity so at ownown discretion; Wealth does doesnot notexecute execute facilitate relation providing the model modeloror oror facilitate anyany relation to to providing for the underlying underlyingaccounts, accounts, knowledge about the nornor havehave any any knowledge about the institution's other financial institution’s clients. EWMprovides provides regarding retirement plan accounts or When EWM adviceadvice regarding retirement plan Individual Retirement RetirementAccounts Accounts,, EWM is is aafiduciary fiduciarywith within the meaning meaningofof Title Title I Iof ofthe Individual EmployeeRetirement Retirement Income Security as amended ERISA ("ERISA") and the theInternal Internal Employee Income Security Act asAct amended (“ ”) and RevenueCode Codeasasapplicable, applicable, governing retirement accounts. Revenue are are lawslaws governing retirement accounts.

balanced strategies strategies,, as as various variousinvestment investmentvehicles, vehicles, such proprietary balanced as well well as such proprietary nonnonproprietarymutual mutualfunds, funds, exchange-traded funds,alternative alternative investments, proprietary third -party exchange -traded funds, investments, cash-equivalent instruments,investment strategies portfolios. cash -equivalent instruments, strategies portfolios. Clientshave havethe theability ability restrict or of types of securities Clients restrict or types their account, account,asas well provide guidance and with direction respect to the in their well as toas to provide guidance and direction respect to th securitiesmaintained, maintained,purchased purchased account. soldsold theirtheir account. provideclients clientswith witha a steady Wealth's fixed income incomeinvestment investmenteam team seeks to provide steady incomestream streamwhile whilepreserving preserving principal. Evercore Wealth seeks to to maximize maximizeportfolio income principal. creating fixed fixed income income portfolio portfolioss with aafocus focus returns by creating onon taxtax-considerations -considerations and specificclient objectives. approach is by backed by fundamental economic and objectives. The The approach is backed fundamental economic and well analysis. technicalmarket marketanalysis, analysis, technical well analysis. For equity equityinvestment management, Evercore Wealth emphasizes emphasizesa ateam team approach For management, approach drawingon onthe theexperience experience its investment investmentprofessionals. professionals. Evercore Wealth seeks to drawing o of its generatelong long-term returns returnsand andcapital capitalappreciation appreciation investingthe in the small and generate investing largelarge,, small stocks domestic, foreign, global businesses. mid-capitalization -capitalization stocks domestic, foreign, global businesses. Wealth conducts fundamental analysis securities,, investment investmentvehicles vehicles conducts fundamental analysis on on the securities investmentmanagers managers recommended recommendedfor forclient and each and third -party investment and e ach such potentialholding holding analyzed understand fundamentals and expected potential analyzed understand fundamentals and expected valuedrivers, drivers, while while also also considering consideringthe themacroeconomic macroeconomic environment. environment. time, certain third-party timetoto From time time, may may evaluateevaluate certain third -party investment opportunitiesfor foritsits clients that thatare aresourced sourced affiliate, Group, opportunities its its affiliate, Group, L.L.C.L.L.C. ("EVR") or or through throughclients clients.. Should Should Evercore decide invest client client assets assetsininany any (“EVR”) decide invest opportunity where where EVR EVR or the thereferring referring client may may receive receivea a benefit,, Evercore such opportunit benefit notify affected any conflicts inherent transaction. Wealth will notify affected of any conflicts of interest inherent in the transaction. Wealth seeks to to provide provide customized customized investment investmentadvisory advisoryservices services based based on on each client’s individual and specific specific needs, objectives, objectives, investment investmentguidelines guidelines and each individual restrictions,, which may maybe beadjusted adjustedtotomarket market or client client circumstances circumstances.. Evercore restrictions may make makeinvestment decisions for its that are different or inconsistent decisions for its that are different from or from inconsistent with decisions decisionsmade made similarly situated In some cases, there for other similarly situated clients . some cases, there concentrationsofofinvestments. investments. concentrations There are arelimitations limitations inherent describing any strategy strategy due to its There inherent describing any due to its complexity,confidentiality confidentiality indefinite nature. Depending Dependingon onconditions conditions trends complexity, indefinite nature. trends securitiesmarkets markets,, changes changesininrelevant relevant economic, Legal political circumstances in securities economic, legal political circumstances economygenerally, generally, Evercore Wealth may may pursue pursueany anyobjective objective and in the economy useuse any any techniquethat thatititconsiders considers appropriate and in the clients’ clients' interests. interests. technique appropriate and in Wealthdoes guarantee performance. Investing Investingininsecurities guarantee performance. loss, beprepared preparedtoto bear. addition,investment involvesrisk riskofofloss, involves sh should ould be bear. In In addition, performancecould could hurt number different market risks, including, performance bebe hurt by aby a number different market risks, including, but not but not limitedto to,, those outlined outlinedbelow. below. Clients Clientsshould shouldrefer refer disclosures or risk factors toto anyany disclosures or risk factors

containedininoffering offering documents or materials or other disclosure statements contained documents or materials or other disclosure statements to such such clients clientsininaddition addition risks described below below.. risks described followingare are potential Client portfolios. represent some, but not all The following potential risksrisks Client portfolios. They They represent some, but not all of the potential potentialrisks risksinherent inherent investing in investing withwith us. us. 1. Management ManagementRisk Risk -– The risk riskthat mayto fail to implement a may fail implement client's investment investment objective objectiveoror goal, or the that the securities selected, selected, and client’s goal, or that strategiesemployed employed to the produce the intended strategies may fail to fail produce intended results. 2. Stock Stock Market Market RRisk chancethat stock prices overall overall will will decline. decline.Stock Stock isk -– The chance stock prices marketstend tendto tomove moveinincycles, cycles,with periods rising prices periods falling markets periods rising prices periods falling prices. prices. 3. Sector SectorRRisk -– The chance chancethat thatsignificant significant problems affect sector, problems willwill affect sector, thatreturns returnsfrom fromthat sector returns from the overall or that sector willwill trailtrail returns from the overall stock stock market.market. Dailyfluctuations fluctuations sectors often more extreme than Daily sectors are oftenare more extreme than fluctuationsininthe theoverall overall fluctuations mamarket. 4. Issuer Issuer Risk Riskvalueofofan anindividual individual type of – The value type of can can morevolatile volatile than a whole perform differently be more than as aas whole and cand can perform differently from from valueof ofthe themarket marketasasa awhole. whole.The The issuer's decline the value an an issuer’s maymay decline becauseof a of a variety of factors, factors, including performance, because variety of performance, disappointingearnings earnings reports issuer, unsuccessful or services, disappointing reports issuer, unsuccessful or services, ofmajor majorcustomers, customers, major litigation against the issuer, market marketrumors rumors or loss of major litigation against the issuer, changesiningovernment government regulations affecting the issuer or orthe competitive changes regulations affecting the issue competitive environment. AAchange change condition a issuer singlemay issuer may affect environment. condition of a of single affect markets as whole. In some cases, unanticipated events can havea a securities markets as a whole. some cases, unanticipated events dramaticadverse adverseeffect effect of an issuer's securities. dramatic onon of an issuer’s securities. 5. Foreign ForeignSecurities Securities Investmentsininforeign foreign companies, RiskRisk -– Investments companies, ADRs, ADRs, involvecertain certainrisks risks associated involve associated with with in the in the U.S. companies, changes currency exchange rates, of U.S. companies, including changes in currency exchange rates, unstable unstable political,social social conditions, a of lack of adequate or accurate political, ec economic onomic conditions, a lack adequate or accurate companyinformation, information, differences in way the way operate, less company differences in the marketsmarkets operate, less secureinternational international banks depositories those secure banks depositories than than those in the in U.S.the andU.S. and foreigncontrols controlsonon investment,, including includingsancti sanctions imposed imposedbyby governments.. foreign governments These risks risksmay apply to U.S. companies have foreign substantial foreign These alsoalso apply to U.S. companies that have substantial operations. operations. 6. Liquidity LiquidityRisk Risk -– Investments Investmentsma may from from time timetototime timebebe illiquid. As aaresult, result, such illiquid be required be held significant period time in order investments may be required to held significant period of time in order to realize realizea areturn return on invested investedcapital capital and cannot cannotbebeliquidated liquidated easily,, even even inin easily offinancial financialhardship hardship.. times of

7. Interest InterestRate RateRisk Risk-An investment'svalue, value,typically typically fixed income income – An investment’s in in fixed securities,, may mayfluctuate fluctuate change in rates. interestForrates. For as example, as duedue to ato a change in example, interestrates ratesincrease, increase, of the decrease of the may may decrease and viceand vice-versa. -versa. Longer-term bonds bondsmay maybe bemore moresensitive sensitive changes. Longer raterate changes. 8. Credit CreditRisk Risk -– Fixed Fixed income incomesecurities securities may may lose losevalue valueif ifthe issuer make issuer make promised,, or securities securitiesmay maydecline decline because changes payments as promised payments because changes issuer'sfinancial financialcondition. condition. the issuer’s 9. Cybers Cybersecurity Risk -– The use useofof technologies conduct ecurity Risk technologies conduct increaseincreasess operational,information related incidents can result operational, related risks. risks. Cyber Cyber incidents can result deliberateattacks attacks unintentional events include, butnot are not limited from deliberate unintentional events include, but are access systems (e.g., through "hacking" or to, gaining gainingunauthorized unauthorized access digitaldigital systems (e.g., through “hacking” or malicioussoftw software coding) coding)for forpurposes purposes misappropriating sensitive malicious misappropriating sensitive information, corrupting data, causing operational disruption, purposes information, corrupting data, or causing operational disruption , purposes of causing causingdenial denial-of-service attacksonon (i.e., efforts effortstotomake make network -of-service attacks wewebsites (i.e., network servicesuunavailable intended users). Cybersecurity Cybersecurityfailures failures breaches navailable totointended users). breaches ofsecurities securitiesoror the exchanges exchangeson onwhich whichthey they traded, ability issuers of areare traded, ability to cause causedisruptions disruptions impact operations, potentially resulting in impact operations, potentially resulting in losses, interference impediments trading, inability to financial osses, interference with or impediments to trading, the inability to transactbusiness, business, data loss, loss, violations violationsofofapplicable applicable privacy and laws, other laws, transact privacy and other regulatoryfines, fines, penalties, reputational damage, reimbursement regulatory penalties, reputational damage, reimbursement or other or other compensation costs,ororadditional additional compliance costs. com pensation costs, compliance costs. Pandemic/ Health/ Health/ Natural NaturalDisaster Disaster Risk -– An epidemic epidemicoutbreak outbreak 10. Pandemic/ Risk naturaldisaster disaster reactions to an such ancould event could cause in uncertainty in natural reactions to uch event cause uncertainty marketsand businesses, Wealth's and business, and may markets businesses, EvercoreEvercore Wealth’s business, adverselyaffect affect performance the global economy, including causing adversely performance of theofglobal economy, including causing market volatility, volatility,market uncertainty closures, supply chain uncertainty closures, supply chain travelinterruptions, interruptions,the theneed need vendors external and travel forfor vendors workwork at at external locations, extensive medical absences. has policies locations, and extensive medical absences. Evercore Wealth has policies and and procedurestotoaddress address known situations, situations, but butbecause because large epidemic procedures known aa large epidemic otherother naturaldisaster disastermay create significant uncertainties natural create significant uncertainties disruptions and its itseffects effectsmay short-term or orlast lastfor foranan extended period disruptions bebe short extended period notall allevents events could business and/ or the time,, not could affectaffect business and/ marketscan canbe bedetermined determined addressed advance. markets addressed advance. Additionalinformation strategies Additional strategies businessmay maybe befound foundinin Item 4 of ofthis thisbrochure. brochure.

9:

operatesindependently independently operates ofof EWMCX and the EWM Private Fund,, Evercore Wealth does not theexception exception With the ofof EWMCX invest,, on a discretionary discretionarybasis, basis, in investment investmentproducts productsororstrategies, strategies, market or invest issued its affiliates.. registered unregistered companies, managed registered and unregistered investment companies, managed issued its affiliates that are clients clientsofof However,Evercore recommend managersthat However, recommend thirdthird-party -party managers Evercoreoror EVR (including (includingforfor the EWM EWMPrivate Private Fund Fund) or who who may may invest, invest,onon discretionarybasis, basis,in in strategies sponsored by EVR, including discretionary strategies sponsored Evercore's common commonstock stockororfinancial which EVR has acted actedasasanan Evercore’s its clients, such as an Initial Public Offering IPO, Special or underwriter underwriterforfor its clients, such as an Initial Public Offering or IPO, or a Special In such suchcases, cases, EVR may mayreceive indirect PurposeAcquisition Acquisition Company Purpose Company or or SPAC. In a an indirect benefit. benefit.

useuse of of investment investmentproducts products sponsored sponsoredby Wealth currently currentlyrecommends recommends variousthird managers that that may mayhold hold Evercore Evercore's commonstock, stock, as investments various -party managers ’s common they are clientaccounts accounts.. For For example example, BlackRock BlackRockand andVanguard Vanguard disclosed in client disclosed that that they are over Evercore's outstanding outstandingcommon commonstock stock,, some of each the thebeneficial beneficial owner each owner over 5%5% of of Evercore’s which may may be beheld heldinin the BlackRock, BlackRock,Vanguard, Vanguard, manager's funds third -party manager’s and investment investmentproducts recommended recommended to Evercore Wealth’s . All All transactions these third-party investment managers managers,, including includingBlackRock BlackRock Vanguard, and with these -party investment Vanguard, their affiliates affiliates,, are arms-length entered into in the ordinary ordinarycourse course -length transactions entered into in business, with withmanagement fees based prevailing for non-related business, fees based on on prevailing ratesrates for non -related persons. alsoaffiliated affiliated,, through throughcommon common ownership, with Evercore EvercoreTrust Trust Wealth is also ownership, N.A.( “ETC ("ETC') nationaltrust trustbank bank regulated supervised the of Office of Company,N.A. Company, ”) a national regulated supervised by thebyOffice Comptrollerofofthe theCurrency Currency. ETC ETC provide provides trustee trustee and executor executor services servicesand andserve serves the Comptroller trustee for forcertain certainclients clientsofof Wealth. ETC ETC and andEvercore Wealth advertise advertiseand as trustee Wealth. theirservice servicess together togetherusing usinga acombined combined logo logo and a shared shared website. markettheir provides custodial custodialservices services and serves as ascustodian custodianforfor certain certain clients clientsof of Evercore ETC provides Wealth. ETC generally charge Evercore Wealth'sinvestment charge trustee applicable) but but isiscompensated compensated accounts for custody custodyorortrustee feesfees (if applicable) Wealth for such suchservices services through through an anintercompany intercompany arrangement. Similarly, Similarly,Evercore arrangement. Wealth provide provides investment investmentadvisory of which ETC for which clients of ETC for compensated ETC an an intercompany arrangement. compensated by ETCbythrough intercompany arrangement. ETC. Certain Evercore Wealth personnel personnelare are also also employees employeesofofETC. Certain

As discussed discussedabove, above, Evercore Wealth serves asasthe to to EWMCX. Wealth invest invests client clientassets assetsinin EWMCX EWMCX in certain certaincircumstances, circumstances, such such as as when goal equity diversification. In addition, addition,Evercore serves as the there isisa agoal equity diversification serves as the investmentadviser advisertoto a private private equity equity fund, the EWM EWMPrivate Private Fund. Evercore certainqqualified clients' inthe theEWM EWMPrivate Private Fund when there thereisisaalong longerinvests certain ualified client s’ assets in investmenthorizon horizon desire for unique uniqueinvestment opportunities. Evercore term investment or or desire opportunities. investmentmanagement Private Fund Fund Wealth does doesnot not receive receive an investment feefee from the EWM portionofofthe theEWM EWMPrivate Private Fund invested investedon onbehalf behalfofofEvercore for the portion For Evercore Wealthclient haveor a all or a of their assets For thatthat have all theirofassets investedinvested Private Fund, the value valueofofthe Private Fund will will be beincluded included in the EWM EWM in in the calculationofofEvercore calculation fee. fee. Employeesmay mayoccasionally occasionally appointed on aavolunteer volunteerbasis basis to an an advisory advisoryboard board Employees appointed LimitedPartnership Partnership that Evercore recommends for aaLimited fundfund that recommends and and in are invested. In those cases, Limited Partnership fund which Evercore Wealth clients invested those cases, the Limited Partnership fund may pay paycertain certainincidental incidental expenses employee are related expenses to ortoonor on behalf of theof the employee that arethat related to the employee’s employee'sservice service board. onon board.

material -public information, transa ctions. Evercore ’s Coderequires, requires,among among things, employees place placeclient clientinterests interests ahead ahead ofof Code things, thatthat its its own, engage investing is full compliance Evercore Wealth ’s their own , engage in personal investing that is in full compliance theCode, Code, avoid taking takingadvantage advantage position, maintainfull fullcompliance compliance with the position, and and maintain applicablefederal federal laws. with applicable laws. Code also alsorequires requiresemployees certainperso securitiestransactions, transactions, The Code prepre-clear -clear certain nal securities on at least quarterly basis, provide the report report personal securities transactions on at least a quarterly basis, and provide Firm with aadetailed detailed summary holdings initially upon commencement of Firm summary holdings (both (both initially upon commencement of employmentand andannually annually thereafter) over employee a or direct or indirect employment thereafter) over employee has a has direct indirect beneficialinterest. interest. beneficial Additionally,the theCode Code imposes limitations on and gifts and entertainment Additionally, imposes limitations on gifts entertainment that that may give giveand andreceive receiveasas well restricts requires forcertain certainpolitical political well restricts requires pre pre-clearance -clearance for contributions. Employees Employeesare are also also required required totodisclose disclose their their outside outside a affiliations, contributions. ffiliations, includingbut butnotnot to, any employment compensation receivedof outside of to, any employment compensation received outside Wealth or any anydirectorships directorshipsoror officer positions for any publicly officer positions heldheld for any publicly traded,traded, closelyheld held organization. Evercore occasionally closely nonnon-profit -profit organization. occasionally make make

donations donationstotocharitable charitable organizations organizations that are that are sponsored sponsoredororsupported supported by by clients,, consultants. vendors or consultants. A copy ’s Code anyany prospective clientclient copyofof Evercore Codeshall shallbebeprovided prospective upon Chief Compliance Officer at (212)at 822(212) 822-7620 or by upon request request by contacting contacting Chief Compliance Officer emailingususatat wealthmanagement@evercore.com wealthmanagement@evercore.com. emailing Participation Transactions Participationor orInterest InterestininClient Client Transactions notedabove, above, Evercore Wealth may may invest investclient EWMCX in certain As noted in in EWMCX circumstances,such such when there isisa a goal equity diversification. When client circumstances, when goal equity diversification discretionaryaccounts hold EWMCX, Evercore Wealth excludes excludesthe thevalue EWMCX discretionary hold EWMCX, of of EWMCX calculationofof its investment investmentmanagement from the calculation feefee.. Wealthmay invest qualified clients' thePrivate EWM Private Fund Fund invest qualified clients’ assets in the in EWM thereis ais a longer-term investment investmenthorizon horizon desire for unique when there longer desire for unique opportunities. an an fee from fee from opportunities.Evercore the EWM EWM Private Private Fund Fund for forthe theportion EWM Private Fund Fund invested investedononbehalf Wealth'sclients. clients. For For Evercore Wealthclient allaor a all or assetsinvested investedinin the EWM Private Fund, the value valueof ofthe theEWM Private Fund Fund will of their assets includedinin the calculation calculationofof be included fee. fee. Employeesmay shares of EWMCX, the theEWM EWMPrivate Private Fund, and andother Employees buybuy sell sell shares of soldsold clients, in in their subject their personal personalaccounts subject securitiesthat thatare arepurchased purchased clients, the Firm’s -clearance and policies. Firm'spre pre-clearance andpersonal policies.

Certain asas manager, manage otherother employee Certain employees employeesmay, may,inintheir theircapacity capacity manager, manage employee those other other EvercoreEvercore Wealth portfolio accounts,, including those Wealth managers portfolio managers on a a discretionary require pre pre-clearance. -clearance. In some basis,, which which does doesnot require somecases, cases, discretionarybasis invest funds, Wealth employees employeesmay invest in or maintain maintainananinterest funds, pooled pooledinvestment vehicles, offerings thatthat are are vehicles,limited limitedpartnerships partnerships offerings and investment investmentstrategies strategies also also selected selectedand andrecommended recommended Employees times permitted to serve Power Attorney behalfon of abehalf of a Employeesmay mayat at times permitted to as serve as of Power of on Attorney account. In In suchsuch casescases employee’s conduct with with Trustee for fora aclient’s account. employee's conduct client,, or as Trustee respect monitored, example monitored, example,, through throughaarequirement requirement respecttotothe theaccount -cleared or that employee assigned as theas transactionsare areprepre-cleared thatanother another employee assigned the portfolio manager basis manager to invest investon onaadiscretionary discretionary basis. Employees occasionally appointed to an for a Limited Employeesmay occasionally appointed anboard board for a Limited Partnership recommends clientsclients and inand EvercoreEvercore Partnershipfund fundthat recommends in which Wealth clients clientsare areinvested. invested. Personal PersonalTrading Trading Employees buy sell sell funds Employeesmay buy securities (including (includingmutual mutual funds and limited limitedofferings offerings

advisedby bythe theFirm) Firm) that that are arealso alsorecommended recommended to clients. However, advised to clients. However, may may not buy, buy,sell, sell,or or recommend derivatives thereof) of an issuer for any recommend (or (or derivatives thereof) of an issuer for any proprietary,customer, customer,employee, employee, while possession material, proprietary, oror while possession material, non nonpublicinformation theissuer. issuer. addition, must public regaregarding rding the In In addition, must generallybe beheld heldforfor minimum thirty days. aa minimum thirty days. Wealth's Code Code requires requiresemployees to pre-clear certainpersonal to pre -clear certain transactions,report reportpersonal at aLeast a quarterly basis, and transactions, on aton least quarterly basis, and providethe a detailed summary holdingsupon (both initially upon provide FirmFirm with awith detailed summary of holdings of (both initially commencementofofemployment employment annuallythereafter) thereafter) over employee commencement a and annually over employee has has director orindirect indirectbeneficial beneficial interest. a direct interest.

comm1ss1on rates and comm1ss1on Although Evercore Wealth seeks seekscompetitive competitive Although commission rates and commission equivalents,ititwill necessarily Lowest commission equivalent available available.. equivalents, necessarily paypay lowest commission equivalent Transactionsmay mayinvolve involve specialized part a broker-dealer, whichmay Transactions specialized part of a of broker -dealer, which justify higher highercommissions equivalents would more routine justify equivalents than than would be thebe case forcase morefor routine services. services.

Dollars Soft Dollars Wealth uses brokerage brokerage “soft "soft dollars dollars"” to pay payfor forresearch researchservices. services. dollar SoftSoft dollar arrangementsare aregenerally understood or other services other arrangements understood to beto be thosethose wherewhere products or than the themere merexecution are obtained an of securities transactions are obtained by an investment investment adviserfrom fromaabroker broker-dealer exchange directionof ofclient clienttransactions -dealer ininexchange forfor thethe direction investmentadviser broker-dealer. Softdollars dollars of brokerage to to a broker -dealer. Soft are are that that portion of commissionsthat thatexceed exceed Lowest for basic services. lowest raterate for basic services. seek lower the extent Wealth does not notintend intendtoto seek lower to theto extent that doing doingsosomay maydetract detract from receiving valuable services. from its its receiving valuable services. broker-dealer maybe begreater greater than commissionsororequivalents equivalents paid The commissions paid anyany oneone broker -dealer may than amountcharged chargedbyby another anotherfirm firmforfor executing transactions,, and Evercore amount executing samesame Wealth may maydetermine determine expensive useuse moremore expensive brokerbroker-dealer -dealer if Evercore determinesiningood good faith amount such brokerdetermines faith thatthat amount charged by such by broker dealerare arereasona reasonable in inrelation relationtoto of the dealer of the provided.Selecting Selecting brokers on basis the of basis of considerations that that are not notlimited provided. brokers considerations applicablecommission commission rates times result in higher transaction costs than may applicable rates maymay at at times result in higher transaction costs than

otherwisebe beobtainable. obtainable. otherwise 28(e) Wealth intends to tocomply complywith withthe the “safe "safe harbor harbor"” provided providedby bySection Section28(e) SecuritiesExchange Exchange 1934, amended, permits theofuse soft dollars the Securities ActAct 1934, amended, permits the use softofdollars to obtain obtainbrokerage thatlawful provide and appropriate services that provide and lawful appropriate assistancetotothe performance investmentdecision decisionassistance in thein the performance of it of its investment makingresponsibilities. responsibilities. making productsand brokers include both internally The products from from brokers include both internally generatedgenerated (suchasas the proprietary proprietaryresearch researchreports reports prepared items (such prepared of theof the brokerbrokerdealer), asaswell well items acquired the broker-dealer fromthird third parties (such dealer), items acquired by theby broker -dealer from parties (such outside research prepared by third researchfirms firms,, including includingresearch outside prepared -party research firmsfirms affiliatedwith withEvercore Wealth).). Research Researchservices servicesmay include, affiliated include, butbut areare not not to, to, informationand andanalyses analyses concerning securities, companies, written information concerning securities, companies, or sectors;sectors; market, financial, economic studies forecasts; publications; news, market, financial, and economic studies and forecasts; financial publications; news, quotation,statistics, statistics, and pricing services; discussions discussionswith personnel;; quotation, and p ricing services personnel databases;; and services servicesutilized utilized in the Brokerage databases in the process.process. Brokerage servicesmay mayinclude, include, Limited clearance, settlement, custody, butbut areare to, to, clearance, settlement, custody, Lendingand andfinancing, financing, recordkeeping. lending recor dkeeping. Investmentresearch researchand andbrokerage received arrangements Investment received soft soft dollardollar arrangements may be beused usedbyby Evercore Wealth in servicing servicingvarious various clients, not all clients, not all suchsuch willnecessarily necessarily benefit clients. In addition, addition,investment benefit all all servicesreceived received soft dollar arrangements benefit soft dollar arrangements may benefitmay whose clients whose brokeragecommissions generate dollars used forservices such services diddid generate soft soft dollars used to paytoforpay such (e.g., research researchobtained obtainedforfor fixed income fixed income generated bybyequity equity transactions; or clients clientswith directed generate transactions; directed arrangements,asasdiscussed discussed below). Generally, trades for clients accounts are arrangements, below). Generally, trades for whose whose accounts are custodied at broker-dealer be executed custodial broker-dealer custodied at a broker -dealer will be executed through the custodial broker -dealer and, may or or may maynot, not,depending dependingononthe the Firm's arrangementwith withthe thebroker broker-dealer, generate ’s arrangement -dealer, generate soft dollars. dollars. In some somecases, cases, such as asininorder ordertotoaggregate aggregate obtain a desired soft obtain a desired Wealth may instruct instructthethe custodial "step out" a price, Evercore custodial brokerbroker-dealer -dealer toto“step out” a transactiontoto another anotherbroker broker-dealer whichmay incur additional costs to clients and transaction -dealer which incur additional costs to generate soft dollars. Trades whose are held non-broker may generate soft dollars Trades for c whose accounts are held by non -broker custodians will will be beexecuted executed broker-dealers throughwhich which Evercore Wealth may custodians broker -dealers through generatesoft softdollars. dollars. generate In some some instances, instances,Evercore obtain a product or service is used, in part, obtain a product or service that that is used, in part, Section28(e) 28(e)eligible eligible purposes and, in for part,other for other purposes. such instances, for Section purposes and, in part, purposes. In such In instances, Wealthwill make good effort to determine the relative make good faithfaith effort to determine the relative propo proportion of productororservice service used assist carrying the product used assist it in it in carrying out itsout its decisiondecision-making -making responsibilitiesand relative proportion used for administrative responsibilities relative proportion used for administrative or otheror other purposespurposes outside Section 28(e). Such determination be made based on actual useof ofthe outside Section 28(e). Such determination will be made based on the act ual use productororservice service personnel. proportion the or product or product byby personnel. The The proportion of the of product serviceattributable attributabletotoassisting assisting carrying out its decisionservice carrying out its decision willpaid be paid commissions generated generatedbyby makingresponsibilities responsibilities making will be

clienttransactions. transactions. The determination the appropriate allocation "mixed use" The determination of theofappropriate allocation of “mixedof use” productsand andservices servicescreates creates potential conflict between Evercore potential conflict between and its clients. Relationshipswith withbroker broker-dealers providingsoft softdollar dollar Wealth may Relationships -dealers providing to to Evercore influence Evercore judgmentininallocating allocating brokerage business businessand and may may create create influence ’s judgment using broker-dealers toexecute executesecurities conflictofofinterest a conflict using broker -dealers to transactionsfor forclients. clients. Because BecauseEvercore produce materials produce materials in-house or orpay payfor research, products,, or services servicesprovided brokers, in-house research, byby brokers, Firm may mayhave haveananincentive incentive select recommend a broker-dealer basedonont the soft soft Firm select recommend a broker -dealer based dollarbenefits benefitsititreceives receives,, rather rather than thanon onthe thebasis basisofof obtaining favorable dollar obtaining favorable clients. While While Evercore Wealth believes believesthese theserelationships relationships beneficial, areare beneficial, basis of considerations than applicable selectingbroker broker-dealers selecting -dealers onon basis of considerations other thanother applicable commissionsmay mayatat times result higher transaction costs than would wouldotherwise otherwise times result higher transaction costs th bebe the case case.. Wealth has recommended recommendedthat certain clients clientsestablish establishbrokerage theSchwab Advisor Services division of Charles & Co., Inc. a (Schwab), a with the Advisor Services division of Charles Schwab & Co., Inc. (Schwab), registeredbroker broker-dealer, MemberSIPC, SIPC, maintain clients' registered -dealer, Member maintain clients’ assets and to and to effect trades accounts. is independently owned operated effect trades for their accounts. Schwab independently owned and operated andand not not affiliatedwith with Evercore Wealth.. Schwab Schwabprovides provides Evercore Wealth with access accesstotoitsits affiliated institutionaltrading services, typically to Schwab institutional services, are are typically not not available to retailinvestors. investors.Schwab’s Schwab's include brokerage, custody, research, and taccess to retail include brokerage, custody, research, and access mutualfunds fundsand that are otherwise only to mutual that are otherwise available only institutionalinvestors investors require significantly higher institutional wouldwould require a significantly higher minimum initialminimum initial investment. investment. For Evercore Wealth's client clientaccounts maintained Schwab's custody, custody, Schwab For maintained in in Schwab’s charge separately custody, although it generally does not charge separately for custody , although it may in certaincertain circumstances,such suchasas when alternative areSchwab held. is is generally circumstances, when alternative assets are held. compensatedbyby holders transaction-related compensated holders or otheror other transaction -related forsecurities securitiestrades trades executed orsettle that into settle into Schwab fees for areare executed or that accounts. accounts. Schwabalso alsomakes makes Wealth other other products productsand to to Evercore thatthat benefit Evercore Wealth and may,, or or may may not, benefitits itsclients’ clients' accounts. Some benefit not, benefit accounts. Some services assist Evercore Wealth in managing managing these other services assist administering clients' accounts. These include software technology administering clients’ accounts. These include software and other technology that access dataas(such confirmations provideaccess provide data (such trade as confirmations account and account statements), facilitate facilitatetrade allocation aggregated statements), (and(and allocation aggregated trade ortrade orders for multipleclient clientaccounts), accounts), provide research, pricing and other multiple provide research, pricing and other marketmarket data, data, facilitatepayment payment Wealth's fees from fromits itsclients’ clients' accounts, accounts,and andassist assistwith facilitate ofof Evercore back-office functions, recordkeeping reporting. Many back -office functions, recordkeeping and client reporting. Many of these services generallymay used service substantial number of Evercore bebe used service all or all or substantial number of accounts,including maintained Schwab. also makes accounts, maintained at at Schwab. also makes to Evercore Wealth other other services servicesintended intended Wealth manage manageand helphelp Evercore

further develop develop its business enterprise. These may include consulting, further its business enterprise. These services includemay consulting, publicationsand conferences management, publications conferences on on practicepractice management, informationinformation technology, technology, businesssuccession, succession,regulatory regulatory compliance, marketing. In addition, Schwab may compliance, marketing. In addition, Schwab may makeavailable, available, arrange arrangeand/or and/orpay pay types rendered to Evercore make forfor types rendered Wealth by independent independentthird third parties. discount orfees waive fees it would parties. may may discount or waive it would otherwisecharge chargeforfor some or all pay allpart or aofpart otherwise some or pay or a the of feesthe of afees thirdof a thirdto Evercore Wealth.. While fiduciary, Evercore party providing providingthes these services servicesto party While as aa fiduciary, endeavorstotoact actinin clients' interests, Evercore Wealth'spast past recommendation recommendation endeavors itsits clients’ bestbest interests, at at may may have that clients clientsmaintain maintain have been based based ininpart part the benefit benefitoto Evercore Wealth of the availability availability some foregoing ofof some foregoing servicesand solely nature, or of quality of and and brokerage and services solely nature, cost orcost quality servicesprovided providedbybySchwab, Schwab, create a potential conflict of interest. create potential conflict of interest.

ClientReferrals Referrals Client Wealth does not notuse usebrokerage brokeragecommissions compensate brokers compensate brokers clientclient referrals. referrals.

Directed Brokerage Brokerage Directed occasion,aaclient direct Evercore Wealth to effect effectsecurities securitiestransactions On occasion, direct accountthrough througha aspecific broker-dealer. Thisinstruction instructionshall shall construed ’s account broker -dealer. This construed "directedbrokerage brokeragearrangement. arrangement."” In such such circumstances, circumstances,the theclient responsible a “directed responsible negotiatingthe terms arrangements for their that broker-dealer. negotiating terms arrangements for their account with thatwith broker -dealer. Wealth will willnot notseek seekbetter better or prices from broker other brokerEvercore or prices from other dealersand andmay maynot notbebeable able aggregate transactionswith withorder orderss for other dealers aggregate ’s transactions Asaaresult, result, Evercore clientaccounts accountsfor forexecution broker-dealers. broker -dealers. As may not notobtain obtain on of a directedbrokerage bestbest on behalf clientof a client with a directed arrangement, also pay materially disparate commissions, arrangement, and the client may also pay materially disparate commissions, greater greater spreadsor orother othertransaction transaction costs, favorable net on prices on spreads costs, less less favorable net prices theaccount accountthan than would otherwise be the necessary, Evercore for the would otherwise be the case. case. When necessary may elect elect conduct “step "step-out" directed conduct -out” trades for clients withwith directed arrangements which which may mayincur incuradditional additional costs clients.. arrangements costs Generally,trades tradesforfor whose custodied a broker-dealer willbebe Generally, whose are are custodied at a at broker -dealer will executedthrough throughthe thecustodial custodial broker-dealer. executed broker -dealer

Aggregation Trade Aggregation seektotoaggregate aggregate blockororbunch) bunch) for the thesame samesecurity entered We seek o orders (i.e., (i.e., block entered on on behalfofofmore morethan than one client during duringaatrading day. Subsequent Subsequentorders ordersforfor same one day same securityentered enteredduring during same maynot not be aggregated aggregatedwith any same day day may may or may any previously filled unfilled orders. All participating an aggregated order shall previously filled or unfilled orders . All clients participating in an aggregated order shall receivethe theaverage average price subject to minimum ticket pay a charges, price and, and, subject to minimum ticket charges, pro pay a pro-rata portion of ofcommissions. commissions. Clients Clientswith withdirected directed arrangements arrangements will will not participate participateininaggregated aggregated trades. trades.

Preliminarydecisions decisions allocationofofsecurities across accounts are made made Preliminary forfor thethe allocation across prior to to purchase purchaseand andare are based based on onvarious variousfactors, factors, including including client clientguidelines, guidelines, account prior size, diversification, diversification, cash availability, tax considerations, considerations, and, where whereappropriate, appropriate, size, cash availability, value of ofhaving havinga a round portfolio. round lotLot portfolio. eventan anorder orderis is partially filled, makesevery everyeffort effort allocate a fair In the event partially filled, the the Firm makes toto allocate in ainfair equitable manner,, taking takinginto into relevant including, and equitable manner all all relevant factors,factors, including, but not but not Limitedto, to,the the factors factorslisted Listedabove aboveasas well size of ofeach eachclient allocation, clients'’ well thethe size ’s allocation, Liquidityne needs, and andprevious previousallocations. allocations. As aa general generalpractice, practice, Evercore Wealth shall shall liquidity seek totoensure ensure gets a pro-rata allocation allocation onitsits initial seek thatthat eacheach gets a pro ba based on initial somecircumstances, circumstances, when allocationmay practicable allocation. In some allocation. when propro-rata allocation be be practicable (e.g., clients clientsreceiving receivingodd odd Lots and and/or insufficient insufficientquantities quantities),), the Firm Firmshall shallreallocate reallocate lots securities in a manner mannerthat thatititdeems deems to be fair fair and andequitable equitable taking into account account all all the securities relevant factors, including, but to, objectives, constraints, relevant factors, including, but not limited to, portfolio objectives, portfolio constraints, Liquidity,tax taxconsiderations considerations,, and andwhether whetherthe the amount amount allocat allocated to the theaccount account is aa liquidity, sufficiently marketable marketablequantity. quantity.InInaddition addition elements, value, credit quality sufficient elements, parpar value, credit quality client'sstate stateofof domicile considered when allocating allocating fixed income and the client’s domicile are are also also considered fixed income securities. securities. basedonsolely on investment Wealth selects selectsinvestments eacheach clientclient based solely considerationsfor forthat thatclient client;; therefore, timingof ofpurchases purchasesand andsales sales, and the price price considerations therefore, the timing paid or orreceived, received, will willvary vary and may maybe bemore moreororless less favorable among amongsimilarly similarlysituated situated paid favorable Becausedifferent different may have clients. Because may have differentdifferent strategies strategies and objectives,, Evercore Wealth may may give giveadvice advicet to, and and may may take take action actionon onbehalf objectives of of any its clients clients,, that that differs differsfrom fromthe theadvice advice gives,, or the timing timingorornature nature action of its it it gives ofof action that itit ta takes, behalfofofany anyother client due to to aavariety varietyofoffactors, factors, including includingspecific kes , on behalf clientconsiderations considerations.. Evercore Wealth may may buy buy(or (orsell) sell)aasecurity one forfor one butbut for another, another,orormay buy (or sell) one while simultaneously selling buy (or sell) a security for one client while simultaneously selling buying)the thesame samesecurity another client. Therefore, Therefore,aaclient’s client'sownership ownership (or buying) forfor another client. in, in, executionprice price of, a depends timingofofthethe of, a securitysecurity depends on the on the timing investmentdecision decision.. Evercore Wealth believes believes this process processto tobe berandom randomand and that that over over investmentopportunities opportunities allocated fair and equitable basis to relative to time, investment areare allocated on a on fairaand equitable basis relative other clients. Wealth may may face face conflicts of when when investment allocating investment conflicts of interest allocating opportunitiesamong among various example: (i) Evercore Wealth receives receives opportunities its its various For For example: (i) differentadvisory advisoryfees feesfrom from different clients; Wealth and its itsaffiliates, affiliates, different different clients; (ii) (ii) Evercore officersand andemployees invested amounts capital in affiliated owners, officers invested amounts theirtheir ownown capital in affiliated personal accounts. accounts. The majority majority Wealth's clients clientspursue pursuespecific and personal of of Evercore investmentstrategies, strategies,many many similar. Evercore Wealth expects expectsthat, that,over over are are similar. course of time, time,most most pursuing strategies should the course pursuing similar similar strategies should experience similar, but identical, performance. experience similar, but not identical, investment performance .

Wealth is not not obligated obligatedtotoacquire acquire forfor anyany any any that that Evercore Wealth or its officers, officers,managers, managers,members members acquire fororits or oror acquire for its theirtheir ownown accountsororfor forany anyother client. client. Trades Cross Trades

Wealth does not not effect effect trades tradeson onbehalf behalfofofclients through its affiliated affiliatedbroker brokerEvercore dealer Evercore EvercoreGroup, Group,L.L.C L.L.C, nor nor does doesit it effect trades among its clients' dealer effect trades among its client s’ accounts without placing placingthe thetrade broker. without broker.

Margin Wealthmay may maintain maintainaamargin margin balance in an account as an an accommodation accommodation balance in an to clients clientsand andatat request. When margin balance is maintained,, the margin marginand request. When margin balance is maintained line credit debt is disregarded purposes reporting under line o credit debt is disregarded for purposes of reporting assets under management calculating advisory fee. Recommendations Recommendationsthat and calculating advisory fee. clientspurchase purchaseororsell sell using borrowed money (i.e., marginaccounts accountsororlines lines using borrowed money ( i.e., margin of credits) credits)create createa a potential conflict interest. conflict because Evercore potential conflict interest. This This conflict occursoccurs because Wealth's investment investment advisory fee is based based on onthe thetotal totalmarket visory fee the clients’ clients'accounts. accounts.AAmargin margin debit balance reduce total debit balance does not reduce the total market value of securitiesononwhich be By billed. using money borrowed money to purchase will be billed. using By borrowed to purchase securities,the thetotal totalmarket value of of an an account accountwill willbebe higher, results higher securities, higher, results in a in a higher investment advisory advisoryfee. fee.

Errors Wealth'ss policy policythat utmost care bewhen taken when It isisEvercore Wealth’ utmost care be taken making andmaking and implementinginvestment decisions client accounts. accounts.Errors Errors occur implementing decisions on on of of client occur either decision-making process (e.g., decision be made either the investment decision -making process (e.g., a decision may be made to purchasea asecurity or an amount a that is inconsistent with a client’s purchase or an amount of a of is that inconsistent investmentrestrictions) restrictions)oror process (e.g., a buy may be executed process (e.g., a buy orderorder may be executed as a as a orvice vice versa, or the incorrect or may amount be or purchased sell, or versa, or the incorrect security or amount be may purchased sold). or sold). Wealthhas has adopted policies and procedures proceduresrelating relating errors adopted policies errors in an in an effort ensure appropriate escalation resolution errors whenever they effort to ensure appropriate escalation and resolution of trade errors whenever they occur.. When When an anerror error occurs, Wealth may may engage engagein in transaction(s) in the occur occurs, transaction(s) in the affected client client account accountasas necessary correct the oerror or may mayreallocate reallocate affected necessary correct the error trade to toEvercore EvercoreWealth’ Wealth'ss error account. account.InIneither eithercase, case,Evercore Wealth will will reimburse reimburse forany any net net loss caused causedbyby Wealth. Reimbursement Reimbursementmay take the cclient lient for Wealth. take ofaadeposit deposit cash to the or may may be bemade madein in form form of cash to the clientclient acco unt or form of aoffeea fee waiveror orcredit. credit. Any gains gainsininEvercore erroraccount accountmay used offset waiver ’s error bebe used offset Losses ininthe error are in incurred connection other erroneous losses error that are incurred connection other with erroneous transactions,, including includingthose thosefor forother clients..

Reportsare areprovided at a least annually includea a summary Reports at least nnually and include summary holdingsand andvalues values.. More frequent frequentand andcustomized customized reports are available availableupon uponrequest. request. holdings repo In addition, addition,subject subjectotothe theclient custodial agreement, also monthly ’s custodial agreement, clients will also re ceive monthly or quarterly quarterlyaccount accountstatements statements confirming transactions, positions, activity confirming transactions, positions, activity directlyfrom fromtheir theiraccount custodian. Clients Clientsshould shouldcarefully carefully review these statements statements directly custodian. review should compare comparethese thesestatements statements any and should toto any b by Evercore Wealth. Wealth. Clientsmay maychoose choosetoto reports electronic delivery. Clients reports electronic delivery.

In all all ies for client client'sfee feeisisnot notaffected affected and the bonus bonusor orincentive incentive compensation compensationwill such cases the client’s paidentirely entirelybyby Evercore Wealth,, based based on oneither: either:(1) (1)aapercentage percentage be paid ofof fee paid referred clients, (2) a premanagement fee paid to Evercore Wealth the referred clients, or (2) a pre determinedflat flatfee feepaid paid periodic basis quarterly monthly). determined onon periodic basis (e.g.,(e.g., quarterly monthly). will comply complywith withRule Rule 206(4)-1 under under the theAdvisers AdvisersAct Act when itit provides provides Wealth will 206(4) compensationtotoany anythird third party testimonial endorsement. compensation party forfor anyany testimonial endorsement.

15:

For For example, example, Evercore Wealthprovide provides a service service as an an certainexisting existingclients where receivess bills bills and andinvoices invoices payable accommodation to certain accommodation where it it payable clients(e.g., (e.g.,utility utilitybills, bills, invoices domestic services) by clients invoices domestic services) and payand pays such billsusing usingEvercore access to the clients' (known as "Bill Pay bills access to the clients’ bank bank (known as “Bill Pay

Services"). Thisaccess access online banking tools or by signature authority Services”). This online banking tools or signature authority given by bythe theclient Wealth over over the client checkingaccounts accounts.. In In tthese given ’s checking instances,Evercore deemed of the assets. instances, deemed of the clientclient assets. Accountsfor forwhich and/or have other custody, other than Accounts and/or its its have custody, than accountsfor forwhich whichthey theyhave direct debiting authority for fees,, are subject subjectto toan anannual annual direct debiting authority independent accounting Subjectto tothe surpriseverification verificationaudit audit performed surprise performed an an independent accounting firm. firm. Subject client'scustodial custodial agreement, will also monthly or account quarterly account client’s agreement, will also receivereceive monthly or quarterly statements. Clients Clientsshould shouldcarefully carefully review these statements statementsand and should shouldcompare comparethese statements. review statementsto toany anyaccount Wealth. statements Wealth. found in 10 Itemof10 of this brochure. Additionalinformation Additional ETCETC maymay found in Item this brochure.

or buysell; or (3) sell;the (3) the executing broker or the total instruments to buy executing broker or dealerfor forany anytransaction; transaction; commission rates commission equivalents dealer (4)(4) commission rates commission equivalents transactions;; and and(5)(5)whether whether invest client clientassets assets in third for transactions invest -party investment managerproducts services,, such asaseparate separate portfolios or pooled pooled manager portfolios investmentsoror fund products products,, and and ififso, so,determining determining total amount Such total amount investinvest. Such authorization, including includingany anyclient client-imposed restrictions is outlined outlinedinineach eachdiscretionary discretionary authorization -imposed restrictions Agreement and and// or Investment InvestmentPolicy PolicyStatement Statement. ’s Agreement

directly custodian or the or transfer Clients mayClients contact may contact Wealthwith withquestions questions solicitation by contacting contactingususatat(212) (212) solicitati 822-7620.. caseswhere where Evercore Wealth votes proxies proxies, including includingmatters matters involving involvingEWMCX EWMCX In cases where Evercore Wealthis is acting as the theinvestment investmentmanager manager to the Fund,, the Firm shall shall where actin bestinterests interestsof of towards maximiz maximizing shareholder shareholder vote inin the best its its with a goala goal towards value. value. ProxyCommittee Committeeis is responsible determining how to vote The Firm's ’s Proxy responsible determining how to vote client client proxies.proxies.

To assist assistwith responsibility, Evercore Wealth has engaged engageda third a third-party thisthis responsibility, -party proxy advisorycompany company that that makes makesrecommendations recommendations how to vote proxies proxiesininaccordance accordance onon how their pre-determined guidelines. Evercore proxies in with their -determined guidelines votesvotes proxies in accordancewith recommendations the third-party proxyadvisory company, accordance recommendations of theofthird -party proxy company, however, if a material materialconflict conflict relating a proxy between Evercore however, relating to a to arises arises between will review review the theconflict conflictand andetermine determine Wealth and aaclient, client,the the Firm Firm's Proxy Committee Committee will ’s Proxy appropriate course course of ofaction, action,which include a decision decisiontotovote vote the appropri include in ain a particularmanner, manner, including includingin in accordance with the third-party accordance with the -party proxy company guidelines guidelines,, passing passing the thevote votethrough throughtotothe theclient directly, requesting requestingapproval approval company directly, the client clientotovote votethe manner, echo echo voting voting (e.g., voting voting shares shares from the in ain a manner, proportiontotothe thevotes votes shareholders),), or abstaining abstainingfrom fromthe thevote. vote. in proportion ofof shareholders completeproxy voting policy procedures record of all ’s complete voting policy procedures and a and recorda of all proxyvotes votescast caston onbehalf request contacting the Chief Chief ofof areare uponupon request contacting Compliance Officer at (212) 822-7620. Compliance Officer at (212) 822 . Actions Class Actions

Firmmay mayorormay maynot participate class actions on of Clients. The Firm participate class actions behalf of Clients. For clients clientswhose whose custodied ETC, Wealth For are are custodied with ETC, willWealth decide will decide whether ititwill will(1) (1)opt opt out class action Lawsuit pursue remedy; whether out class action lawsuit pursue its ownits own remedy; or (2) or (2) participateininthe therecovery recovery achieved action. participation the recovery participate achieved via via classclass action. If If participation in the in reco chosen,then thenthe applicable Proof of will Claimbewill usingaathird service is chosen, applicable Proof of Claim filedbe filed using -party service providerwho whowill willdeduct deduct (generally20%) 20%) from any any funds received received and will will credit credit provider feefee (generally client'saccount account as applicable applicable with the net netproceeds. proceeds. If Evercore Wealth deems itit the client’s advisable,, it may may pay paythe thefee feefor forthe thethird third-party service servicedirectly. directly. For For those thoseclients clientswhose whose advisable accountsare arenot notcustodied custodied ETC, should contact custodian who would at at ETC, should contact theirtheir custodian who would ordinarily documents pertaining class actions matters as how the ordinarily receive documents pertaining to class actions or other matters as to howtothe matter will willbe behandled. handled. matter