Vector Technologies, LLC: investment adviser

to low to medium to high; (iv) the client’s stop loss for the trade; (v) what the client believes his, her, or its realistic exit level is with respect to the trade; and (vi) what the client believes his, her, or its optimistic exist is with respect to the trade. Based upon this information, VectorSize makes a recommendation regarding how much of the particular stock the client should buy or sell. The Adviser’s services are provided without the direct use of human investment adviser representatives or financial planners. The Adviser does not implement any transaction or trade on behalf of its clients.

In order to access and use VectorSize, potential clients must create an account on the Website and accept the terms and conditions set forth thereon. Additionally, potential clients must answer certain questions on the Website regarding their financial situation and investment objectives, including each of the following: (i) the client’s net worth; (ii) the client’s age; (iii) the client’s current income needs; (iv) the client’s investment goals; (v) the client’s investment time horizon; and (vi) the client’s comfort level with respect to short term losses.

Potential clients must also answer questions regarding the following: (i) the client’s investment experience; (ii) whether the client has a brokerage account; (iii) whether the client intends to use VectorSize for trading or education purposes; and (iv) whether the client is familiar with the concepts of selling a stock “long,” selling a stock “short,” and the use of a “stop loss.”

Such information will ultimately be used to determine what, if any, recommendations would be given to a potential client.

Principal Owners Mr. Adam Gordon and Mr. Larry Chachkes are the principal owners of the Adviser.

Type and Value of Assets Currently Managed The Adviser does not engage in any continuous and regular supervisory or management services of assets for its clients.

including: (i) a thirty (30) day free trial; or (ii) a monthly subscription (“Monthly Subscription”). Depending on the type of subscription selected, clients will be directed to Stripe’s website to input certain financial information, including bank account or credit card information. Stripe will generally bill clients in advance on a monthly basis. Subscriptions to the Website will automatically renew at the end of the applicable monthly term unless or until the client chooses to cancel the subscription. In the event that a subscription is cancelled, the Fee will no longer be charged to the client after the end of the current monthly billing period. The client may cancel the subscription at any time without penalty. However, if a client cancels the subscription in the middle of a monthly billing period, the client will continue to have full access to the Website and VectorSize until the next billing date but will not receive a refund of any portion of the Fee paid for the current month. In exchange for payment of the Fee, clients will receive full access to the Website, which includes access to news, reports, charts, and analyses, as well as access to and use of VectorSize.

Thirty-Day Free Trial If a client selects a one time, thirty (30) day free trial with the Adviser, then the client will have full access to the Website and VectorSize, but will not pay a Fee during the thirty-day period. The client will not be required to provide credit card or banking information to Stripe, and the client’s subscription will not automatically renew. However, at the expiration of the thirty-day period, the client may choose to sign up for a Monthly Subscription with the Adviser.

Monthly Subscription If a client selects a Monthly Subscription with the Adviser, then the client will have full access to the Website and VectorSize and will pay a monthly Fee to the Adviser through Stripe in the amount of $49.99 per month. The client will provide credit card or banking information to Stripe through software utilized by Stripe on its website. Stripe will automatically charge the client’s credit card or bank account on the date the client signs up and on the same day of the month on a monthly basis thereafter, unless and until such subscription is cancelled by the client.

Additional Fees Fees paid to the Adviser through Stripe are exclusive of any and all fees charged by third parties in connection with executing the trades recommended through VectorSize, including custodial and transaction costs paid to the client’s custodian, brokers, or other third party consultants. In addition, the Fees are separate and apart from any internal fees and expenses charged by mutual funds, exchange traded funds (“ETFs”) or other investment pools to their shareholders (generally including a management fee and fund expenses, as described in each fund’s prospectus or offering materials), mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from the custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. The client should review all fees charged by funds, brokers, the Adviser and others to fully understand the total amount of fees paid by the client for investment and financial-related services.

Other Compensation Broker Disclosure: Certain employees of the Adviser are also Registered Representatives of T3 Trading Group LLC (“T3 Trading”), a FINRA and SIPC member and registered broker-dealer (“T3 Representatives”). As such, the T3 Representatives are entitled to receive brokerage commissions in connection with trades made for T3 Trading. T3 Trading employs only proprietary agents and does not have third party customers. Clients of the Adviser would not be able to place trades with any T3 Representatives.

Based upon these inputs by the client on the Website, VectorSize suggests personalized trade sizes for the specific stock selected by the client. Investment Strategies As discussed above, the Adviser does not execute any transactions or trades on behalf of its clients and does not engage in any continuous and regular supervisory or management services of assets for its clients. The Adviser utilizes a proprietary algorithm to suggest personalized trade sizes based upon client inputs. Risk of Loss The Adviser believes that its proprietary algorithm offers value to many clients, but all clients must be aware that algorithms have significant limitations. The Adviser’s algorithm relies upon clientinput information, and the usefulness of the results is therefore limited by, among other things, the information provided by the client. The algorithm is based upon common scenarios, and guidance is principles based. Therefore, many unique circumstances of the client may not be taken into account. Because of these limitations, digital advice may not be not appropriate for everyone. Some clients will have financial situations that would be better served by advice from an in-person adviser for actionable guidance. Additionally, the trades made by clients in reliance upon the investment advice of the Adviser are subject to significant risks. There can be no assurance that clients will be able to meet their investment objectives and goals, or that investments will not lose money. Below is a description of several of the principal risks that clients may face when placing trades.

Economic Conditions. Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, political and diplomatic events and trends, and tax laws may adversely affect the business prospects or perceived prospects

of companies. Economic conditions are not within the control of the Adviser, and no assurances can be given that the Adviser will anticipate adverse developments.

Equity Market Risks. Trades made by a client in reliance upon the investment advice of the Adviser are subject to the risks of the stock market. These risks include, without limitation, the risks that stock values will decline due to daily fluctuations in the markets, and that stock values will decline over longer periods (e.g., bear markets) due to general market declines in the stock prices for all companies, regardless of any individual security’s prospects.

Cybersecurity Risks. With the increased use of technologies to conduct business, the Adviser is susceptible to operational, information security, and related risks despite taking reasonable steps to mitigate such risks. In general, cyber incidents can result from deliberate attacks or unintentional events that can arise from external or internal sources. Cyberattacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment, or systems; and causing operational disruption. Cyberattacks can also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting the Adviser have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate asset prices, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which a client trades based on the Adviser’s recommendations, counterparties with which an account engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers), and other parties.

Operational Risks. Operational risks can include risk of loss arising from failures in internal processes, people, or systems, such as routine processing incidents or major systems failures, or from external events, such as exchange outages. In addition, algorithms are used in connection with the Adviser’s investment advisory services and contribute to operational risks. There is a risk that the algorithms and data input into the algorithms could have errors, omissions, imperfections, or malfunctions. Any decisions made in reliance on incorrect data expose client trades to potential risks. Issues in the algorithms are often extremely difficult to detect and could go undetected for long periods of time or never be detected.

Gordon consented to the entry of such findings and to a fine in the amount of $5,000, for which he was jointly and severally liable with the firm.

fund (the “Private Fund”), and Applied Logic G.P., LLC, the general partner (the “Applied Logic GP” and together with the Applied Logic Adviser, “Applied Logic”) of the Private Fund. Because VectorSize’s services are limited to U.S.-listed equities, VectorSize will not make any recommendations regarding investment in the Private Fund. However, it is possible that an investor in the Private Fund will utilize the services of VectorSize and therefore pay fees for such services as well as pay the fees to Applied Logic set forth in the Private Fund’s Offering Memorandum and Partnership Agreement.

Next, the Code sets forth guidelines for professional standards for the Adviser’s associated persons (managers, officers, and employees). Under the Code’s Professional Standards, the Adviser expects its associated persons to put the interests of its clients first, ahead of personal interests. In this regard, Adviser associated persons are not to take inappropriate advantage of their positions in relation to Adviser clients.

Third, the Code sets forth policies and procedures to monitor and review the personal trading activities of associated persons. Typically, the Adviser does not have visibility into client accounts and does not know what trades clients are making, so the Adviser would not know if its associated persons were investing in the same securities as its clients. In the event that the Adviser gains visibility into client accounts, the Adviser has adopted procedures in its Code designed to reduce or eliminate conflicts of interest that this could cause, including generally disallowing trading by an associated person in any security within a proscribed period of time before any client trades the same security. In addition, the Adviser’s Code provides for the creation of a restricted securities list, reporting and review of personal trading activities, and pre-clearance of certain types of personal trading activities. These policies are designed to discourage and prohibit personal trading that would disadvantage clients. The Code also provides for disciplinary action as appropriate for violations.

However, employees and affiliates of the Adviser may utilize user data based on inputs from clients in VectorSize to make trades, including personal trades. Importantly, there is no confirmed data available to associated persons or affiliates of the Adviser regarding which trades clients actually made, and the Adviser has no visibility into client accounts. The Adviser has specifically disclosed the fact that its associated persons and affiliates may utilize user data based on client inputs in VectorSize to make personal trades in its client agreement.

Participation or Interest in Client Transactions As outlined above, although not anticipated to be an issue based upon the nature of the Adviser’s business, the Adviser has adopted procedures to protect client interests when its associated persons invest in the same securities as its clients. In the event of any identified potential trading conflicts of interest, the Adviser’s goal is to place client interests first.

Consistent with the foregoing, although not anticipated to be an issue, the Adviser maintains policies regarding participation in initial public offerings (“IPOs”) and private placements in order to comply with applicable laws and avoid conflicts with client transactions. If an associated person wishes to participate in an IPO or invest in a private placement, he/she must submit a pre-clearance request and obtain the approval of the Chief Compliance Officer. The Adviser does not engage in aggregated trading. Accordingly, the Adviser does not anticipate any issues related to associated persons trading with client accounts, such as trades not being filled in their entirety. However, if such a situation were to arise, the Adviser associated person’s shares would be removed from the block, and the balance of shares would be allocated among client accounts in accordance with the Adviser’s written policy.