Thompson Davis Asset Management: investment adviser

The Firm has been registered as an investment adviser at both the state and federal level since February 2007. Currently, we are registered with the U.S. Securities and Exchange Commission (“SEC”) and notice filed with the appropriate state regulatory authorities.1 TD&Co. is a privately held, employee-owned business. The principal shareholder is William D. Davis Jr. Advisory Services TD&Co. provides discretionary advisory services through Separately Managed Accounts (“SMAs”) to individuals, corporations or other business entities, trusts, estates, charitable organizations, and retirement plans located primarily inside the United States through TDAM. In addition, TDAM serves as Portfolio Manager to a limited partnership, Seven Hills Capital Partners, LP (“Seven Hills” or the “Fund”). This brochure will focus only on Seven Hills. A different brochure focuses on our SMA advisory services, which can be downloaded from our website www.ThompsonDavis.com or viewed at the SEC website http://www.adviserinfo.sec.gov. Seven Hills Capital Management LLC, which serves as the general partner (GP) of the Fund, has engaged TDAM to serve as the Investment Manager to the Fund by executing a TDAM Investment Advisory Agreement. TDAM, acting as investment advisor, has assisted in the establishment of an Account for the Fund at TD&Co. (as the introducing broker-dealer) and cleared/custodied through RBC Capital Markets, LLC (“RBC”). The Fund’s investment objective is generating the highest potential capital appreciation. The Portfolio Manager will seek to achieve this objective by utilizing an all-cap dynamic growth and trading strategy with a focus primarily in U.S. micro-cap and mid-cap securities. This strategy typically involves frequent, short- to medium-term transactions and requires a willingness to assume the highest level of risk. There can be no assurances the Fund will achieve its investment objective. Admission as a limited partner in the Fund is not open to the general public. The Fund is not intended as a complete investment program and is designed only for a person who is able to bear the economic risk of the loss of their investment in the Fund and either is a sophisticated person in connection with financial and business matters or is represented by such a person in connection with their investment in the Fund. The Fund is open to investment by persons that are both “accredited investors” within the meaning of Regulation D of the Securities Act of 1933, as amended, and “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940 (“Advisers Act”), as amended. TDAM provides advice to the Funds based on specific investment objectives and strategies outlined in the Fund’s Private Offering Memorandum and other offering documents. Investors in the Fund may not impose restrictions on investing in certain securities or certain types of securities in the Fund. TDAM specializes in active investing of smaller company common stocks, described in detail in Item 8. Unlike many asset management programs, TDAM allows clients, in this case the Fund, to request

Registration of an Investment Advisor does not imply any level of skill or training.

limitations or restrictions on investing in certain securities or types of securities. Only the GP can make such requests, not the limited partners of the Fund. As of December 31, 2025, TDAM managed $208,483,938 on a discretionary basis through SMAs and the Fund.

Is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 at the time the contract is entered into (in general, investor has investments greater than $5,000,000); or iii. A knowledgeable employee of the advisory Firm. Management Fee. The Fund pays a monthly fee to the Portfolio Manager based on the Fund’s net assets marked to market at the beginning of each calendar month (the “Management Fee”). The Management Fee for any month is an amount equal to 0.166% of the value of each limited partner’s Capital Account (i.e., 2.0% per annum) without accrual of the Performance Fee. The Management Fee will be payable in arrears at the beginning of each month. The minimum capital contribution of a new limited partner is $200,000. The Portfolio Manager may, at its sole discretion, waive the minimum contribution, and/or waive or reduce the Management Fee charged to limited partners that are members, directors, principals, employees, or affiliates of the GP or the Portfolio Manager, relatives of such persons, and certain large, strategic, or initial investors. Performance Fee. Additionally, the Fund pays a fee (the “Performance Fee”) quarterly based on the Fund’s account performance equal to 20% of each of the limited partner’s share of net profits after the Fund’s assets are marked to market at the end of such quarter, subject to loss carryforward provisions and a high-water mark. The Performance Fee will be payable in arrears at the end of each calendar quarter, and upon a withdrawal of limited partnership interests during the year. The Performance Fee has been structured to reward the Portfolio Manager only for performance that surpasses the highest net asset value previously attained. Net profits for a particular quarter will be calculated so that income and gains are not double-counted due to intervening losses. In this regard, new net profits will occur only when cumulative losses allocated to a limited partner’s interests from prior periods have been offset by gains achieved in subsequent periods. The Portfolio Manager may, at its sole discretion, waive or reduce the Performance Fee charged to limited partners that are members, directors, principals, employees, or affiliates of the GP or the Portfolio Manager, relatives of such persons, and certain large, strategic, or initial investors. Please see the Private Offering Memorandum for more details. The Performance Fee creates an incentive for the Portfolio Manager to cause the Fund to make investments that are riskier or more speculative than would be the case if this fee were not made. (Please see Item 6 for more detailed disclosures of potential conflicts of interest related to performance fees).

In addition, Seven Hills pays any fees associated with maintaining a brokerage account as well as any commission fees, ticket charges, service charges, prime brokerage fees, etc., associated with buying or selling securities. Commissions are negotiable with the executing broker-dealer. Please see the Private Offering Memorandum for more information on fees. Fee Payments & Termination Management and Performance fees are deducted in arrears from each partner’s capital account at the direction of the Fund administrator. For limited partners of Seven Hills, please see the Private Offering Memorandum for information on terminating a limited partnership and the effect such termination has upon fee assessment. Other TDAM Compensation Related to Seven Hills The Firm, acting in its capacity as a broker-dealer, carries the account of the Fund. In this role, the Firm receives additional economic benefits. Direct economic benefits include commissions for executing trades for the Fund and potential other fees directly related to activity in the account. Please see Item 14 for additional detail on compensation received by TD&Co. related to accounts held at RBC. All of these potential costs to the Fund for carrying a brokerage account and engaging in brokerage activities create a potential conflict of interest to the Portfolio Manager as there can be an incentive for directing the Fund’s investments toward a certain provider or certain activities. As a general matter, the Portfolio Manager considers it appropriate to execute trades utilizing the Firm’s custodian. When executing transactions for Seven Hills, the Firm charges a transaction fee not to exceed 1.25 cents per share on equity transactions and $1.25 per contract on option transactions. Because commissions, fees, etc., received for executing transactions for Seven Hills, or carrying the account of Seven Hills through RBC, provides an economic benefit to the Firm’s shareholders (including William D. Davis Jr., who also is the controlling partner of the GP), the Advisor has an incentive to execute transactions through TD&Co. and to clear/custody through RBC, which may not result in the lowest available brokerage commissions or custodial fees for the Fund. Because transaction fees arise each time a trade is executed for the Fund’s account, we have a greater incentive to trade frequently in the Fund’s account. Furthermore, syndicate transactions, including initial public offerings, secondary offerings, private investments in public equity, private placements, etc., generally involve a selling concession paid directly from the issuer to TD&Co. (and split with the RR/Advisor) and are not subject to our fee schedules. These types of transactions contain a conflict of interest with our advisory relationship. Your Advisor has an incentive to recommend syndicate transactions because they generally provide a higher level of compensation to the Advisor than other investments. This could cause the Advisor to put his or her financial interests ahead of yours. You may opt out of this type of transaction by notifying us of your intent in writing (see also Item 14). No matter what structure of compensation a firm receives for managing customer assets, conflicts of interest are inevitable. TD&Co. attempts to avoid these conflicts whenever possible and, if that is not feasible, we disclose these conflicts to our customers. The primary means we have of disclosing these conflicts of interest to our customers is through this Brochure, which is updated not less than annually.

Managing two different formats of investments is often referred to as side-by-side management, and doing so creates some conflicts of interest. For example, there is an incentive for TDAM to focus more on the Fund or the performance accounts because there is a performance-based fee. The performance accounts potentially have a larger performance fee than the Fund, which incentivizes the Investment Manager to focus on the performance accounts over the Fund. Also, because the investment advisory fees payable to the Investment Manager by the Fund or the performance accounts can exceed investment advisory fees payable by the SMAs, the Investment Manager has an incentive to favor the Fund or performance accounts over other accounts in its trading activities. At times, this relationship may be reversed, and the Investment Manager perceives the SMAs as more lucrative to the Firm. The Investment Manager’s advisory activities on behalf of the Fund, the performance accounts, or SMAs can increase the level of competition among such clients’ accounts and the Fund or performance accounts for the execution of the same or similar transactions. Also, the Fund will be in competition with the Investment Manager’s other clients for the limited amount of time the Investment Manager has to monitor the various trading portfolios, and orders for securities transactions for the Fund may be grouped with orders for other clients of the Investment Manager. The Investment Manager believes that it has sufficient time to devote to monitoring and trading the SMAs, performance accounts, and Fund’s assets. In addition, TDAM believes it has created and implemented internal allocation policies and procedures to address these conflicts. Please see Item 12 for a description of TDAM’s allocation procedures.

Sequential revenue and earnings growth: Quarter-over-quarter improvement in both top and bottom lines. 3. Insiders buying in open market: Top management buys the company’s stock in the open market, with their own money. 4. Significant management ownership of the stock: Shows commitment to performance. 5. Strong balance sheet, little or no debt or manageable declining debt: Strong cash position or debtreduction efforts should be present. 6. Member of a growing market sector: Typically, no deep cyclical or natural resource sectors.

7. Gross margin expansion and market share gains: Shows market demand for products or services. 8. Selling at a discount to the company growth rate: Allows P/E expansion towards growth rate. Research Methodology TDAM uses “The Great 8” discipline to search for potential companies to add to our clients’ portfolios. Our Portfolio Managers and analysts conduct daily searches for growth companies by considering and reviewing information that may include, but is not limited to, the following:

Insider Buying Filings: We review SEC filings for companies where company insiders also buy their company’s stock in the open market, with their own money.

Computer Screening: We run daily computer screens that look for sequential revenue and earnings growth, strong balance sheets, and companies selling at a discount to their growth rates.

New High List: We review the New High List daily to review strong sectors and strong stocks.

Examining Earnings Releases: We examine earnings releases and the company guidance that is given in these releases, searching for undervalued opportunities.

Once we find an interesting prospective investment, we continue the process by attempting to uncover a company’s true potential, which may include the following:

Reviewing public financial information: 10K, 10Q, annual reports, research reports.

Interviewing the CFO and/or CEO: We interview management through conference calls and visits. We ask the tough questions needed to form an objective opinion.

Analyzing management: We attempt to determine if the management is credible. We examine their background and history. We look for management teams that are excited about the company’s prospects, without being promotional.

Identifying data points: We attempt to talk to the company’s suppliers, vendors, and their competition to get a well-rounded objective view of the company.

Overweighting certain sectors or securities: Under certain specific circumstances, we may hold concentrated core positions where the client understands and accepts the risk.

These stocks are considered “core” positions. TDAM may increase or decrease “core” positions in the short term based on TDAM’s perceived near-term value of the position. The analysis above is an example, and not every investment idea may go through each step outlined above. While many of TDAM’s core ideas come from the research process and The Great 8, occasionally TDAM may uncover and take advantage of investment opportunities outside of The Great 8 framework. TDAM refers to these as “event-driven trading positions.” Since TDAM is proactive in its approach, trading in these accounts can have a much higher activity level than a “buy and hold” approach. This increased activity will cause increased costs for clients in terms of tax considerations and brokerage expenses. This active investing in certain positions can best be described as an investment strategy involving ongoing buying and selling actions, with continuous monitoring to exploit profitable conditions. Features, Risks, Disclosures, and Other Important Information General Investment Risks: Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance.

Our strategies and investments can have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. Each type of security and asset class has its own unique set of risks associated with it, and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. Depending on the strategy, program, or service you choose, the following material risks will apply to your account: Market Risk: Overall equity and fixed income securities market risks affect the value of a client’s portfolio. Factors such as domestic and international economic growth and market conditions, interest rate levels, and political events affect the securities markets. Active or Frequent Trading Risk: Certain TDAM accounts utilize a strategy whereby the Portfolio Manager engages in frequent and/or intraday trading of portfolio securities to achieve the aggressive growth and tactical trading investment goal. This activity can be used to attempt to either achieve shortterm gain or protect the portfolio from loss, as in where stop-loss orders are triggered when a certain security falls by a certain parameter. Active trading typically will result in a portfolio turnover (total value of purchases annually divided by average account value) that is very high, as well as a correspondingly greater transaction cost, which will be borne directly by the client. In some cases, portfolio turnover will exceed 600%, and the cost-to-equity ratio (total annual fees divided by average account value) will exceed 10%. In addition, because the strategy requires the Portfolio Manager to be more price sensitive than time sensitive (i.e., may sell securities when they reach a certain price point regardless of the time held, based on, but not limited to, valuation, technical levels, news, research calls or market conditions, and also may sell as a stop-loss point is reached; or may sell to protect the overall portfolio from market risk), active trading typically will have tax consequences for certain types of accounts, creating a possible increase in short-term capital gains or losses. During periods of increased market volatility, active trading will be significantly more pronounced as the Portfolio Manager will attempt to take advantage of any opportunities the volatility may present as well as attempt to protect the overall portfolio with stop-loss orders. During periods where the Portfolio Manager determines that the market conditions are not conducive to attempt to achieve the investment strategy goal and believes the risk of potential loss is too great, the Portfolio Manager may hold few, if any, securities in the portfolio until such conditions change. This could result in the portfolio having significant amounts of cash for a period, until the Portfolio Manager determines that the market conditions are again conducive to deploy capital toward the investment strategy. We believe our aggressive growth and tactical trading strategy, which employs frequent or active trading, can improve the risk profile of the portfolio by seeking many small gains, attempting to limit losses through stop-loss points, and seeking to reduce the damage caused by any one adverse trade or large position. Small-Cap Securities: The prices of small-capitalization and micro-cap and OTC securities generally are more volatile and their markets less liquid relative to larger-cap securities. Therefore, our investment strategy will involve considerably more risk of loss, and its returns may differ significantly from other investments, including mutual funds, or from investing in larger-cap companies or other asset classes. Smaller companies offer investment opportunities and additional risks. They may not be well known to the investing public, may not be significantly owned by institutional investors, and may not have steady earnings growth. In addition, the securities of such companies typically are more volatile in price, have wider spreads between their bid and ask prices, and have significantly lower trading volumes than the securities of large-capitalization companies. As a result, the purchase or sale of more than a limited number of shares of the securities of a smaller company can affect its market price. TDAM may need a considerable amount of time to purchase or sell its positions in these securities.

Small-cap stocks often are followed by few, if any, securities analysts, and there tends to be less publicly available information about them. Their securities generally have limited trading volumes and are subject to abrupt or erratic market price movements. Such companies also may have limited markets, financial resources, or product lines, may lack management depth and may be more vulnerable to adverse business or market developments. These conditions, which create greater opportunities to find securities trading well below our estimate of the company’s current worth, also involve increased risk. Customers’ accounts are dependent on TDAM for their success, and TDAM in turn relies on both its research methodology and the account’s Portfolio Manager(s). To the extent that the market for small and micro-cap securities does not reward those factors utilized by our research methodology, the performance of the account will be negatively affected. In addition, TDAM’s estimate of a company’s current worth may prove to be inaccurate, or this estimate may not be recognized by other investors, which could lead to portfolio losses. Although TDAM’s approach to security selection seeks to reduce downside risk by seeking out value, especially during periods of broad smaller-company stock market declines, it also may potentially have the effect of limiting gains in strong smaller-company up markets. Concentration Risk: Our investment process may result in portfolios that are overweighted in certain issuers, industry sectors, or industry groups. The concentration level in a single issuer could exceed 50% to 75% of the portfolio (at cost), especially in smaller accounts. As with any concentrated portfolios, these portfolios will be subject to greater volatility and risk with respect to the securities in the portfolios than more diversified portfolios. Concentrated portfolios will be more susceptible to loss due to adverse occurrences affecting a particular issuer, industry, or asset class. Fixed Income Risk: Portfolios that invest in fixed income securities are subject to several general risks, including interest rate risk, credit risk, and market risk, which could reduce the yield that an investor receives from his or her portfolio. These risks occur from fluctuations in interest rates, a change to an issuer’s individual situation or industry, or events in the financial markets. High-Yield Debt: High-yield debt is issued by companies or municipalities that do not qualify for “investment grade” ratings by one or more rating agencies. The “below investment grade” designation is based on the rating agency’s opinion of an issuer that it has a greater risk to repay both principal and interest and a greater risk of default than those issuers rated investment grade. High-yield debt carries greater risk than investment grade debt. There is the risk that the potential deterioration of an issuer’s financial health and subsequent downgrade in its rating will result in a decline in market value or default. Because of the potential inability of an issuer to make interest and principal payments, an investor may receive back less than originally invested. There is also the risk that the bond’s market value will decline as interest rates rise and that an investor will not be able to liquidate a bond before maturity. Foreign Stocks: While rare, we may occasionally invest in foreign securities, which involves risks that may not be encountered in U.S. investments, including adverse political, social, economic, or other developments that are unique to a region or country. Prices of foreign securities may, at times, move in a different direction and/or be more volatile than those of U.S. securities. Because we do not intend to hedge our foreign currency exposure, the U.S. dollar value of an investment may be harmed by declines in the value of foreign currencies in relation to the U.S. dollar. Options Risk: An option holder runs the risk of losing the entire amount paid for the option in a relatively short period of time. This risk reflects the nature of an option as a wasting asset, which becomes worthless when it expires. Option holders who neither sell the option in the secondary market nor exercise it prior to its expiration will necessarily lose their entire investment in the option. An option writer may be assigned an exercise at any time during the period the option is exercisable. Starting with the day it is purchased, an American-style option is subject to being exercised by the option holder at any time until the option expires. This means that the option writer is subject to being assigned an exercise at any time after they have written the option until the option expires or until they have closed out their option position in a closing transaction. By contrast, the writer of a European-style or capped option is subject to

assignment only when the option is exercisable or, in the case of a capped option, when the automatic exercise value of the underlying interest hits the cap price. For more information regarding the risks of options, please read the “Characteristics and Risks of Standardized Options” brochure, which can be found at https://www.theocc.com/about/publications/character-risks.jsp. Exchange Traded Fund (“ETF”) and Mutual Fund Risk: ETFs and mutual funds are subject to investment advisory and other expenses, which will be indirectly paid by clients. As a result, the cost of our investment strategies will be higher than the cost of investing directly in ETFs or mutual funds, as there are two levels of fees. ETFs and mutual funds are subject to specific risks, depending on the nature of the fund. ETFs are professionally managed pooled vehicles that invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. ETF managers trade fund investments in accordance with fund investment objectives. ETF risk can be significantly increased for funds concentrated in a particular sector of the market, or those that invest primarily in small-cap or speculative companies, use leverage (i.e., borrow money) to a significant degree, or concentrate in a particular type of security (i.e., equities), rather than balancing the fund with different types of securities. ETFs can be bought and sold throughout the day like stocks, and their price can fluctuate throughout the day. During times of extreme market volatility, ETF pricing may lag versus the actual underlying asset values. This lag usually resolves itself in a short period of time (usually less than one day); however, there is no guarantee this relationship will always occur. In addition, ETFs may be invested on passive or tactical basis as agreed to between the Investment Advisor Representative (“Advisor”) and the client. It is important to note that there is more aggressive trading and therefore more volatility with tactical strategies than passive strategies. For tactical strategies, the client should be able to bear greater trading expenses and fluctuation in portfolio values. Interest Rate Risk: This is the risk that fixed income securities will decline in value because of an increase in interest rates; a bond or a fixed income fund with a longer duration will be more sensitive to changes in interest rates than a bond or bond fund with a shorter duration. Credit Risk: This is the risk that an investor could lose money if the issuer or guarantor of a fixed income security is unable or unwilling to meet its financial obligations. Liquidity Risk: TDAM may invest in stocks in emerging companies not widely followed by Wall Street (micro-cap and OTC securities), which may not be as liquid as larger capitalization stocks and therefore can be considered riskier; therefore, clients should be willing to accept a higher-than-normal risk. When searching for undervalued companies, TDAM utilizes wide latitude in its stock selection. This allows for multiple opportunities to take advantage of market inefficiencies. In some micro-cap securities in which we invest, there could be times (due to liquidity or price movement) during which we may be unable to place or sell a given stock in all of the client portfolios. This can and will result in some conflicts at times regarding the allocation process. Please see Item 12 for the Firm’s allocation process. Shorting, Margin, and Use of Leverage: TDAM, with client consent, may open client accounts as margin accounts and, if we elect to use margin, such use can magnify risk to client accounts. Use of margin should be discussed with your Advisor. Clients wishing to use margin are required to complete a Margin Agreement. Other forms of leverage TDAM may use include options, short sales, and other inverse or leveraged derivative instruments. TDAM also has the ability to short stocks in client portfolios; a high level of risk is associated with this strategy. Shorting securities requires the use of margin. TDAM believes shorting provides additional opportunities to make money for margin-approved clients if TDAM believes a stock is overvalued. In rare circumstances, structured products may be offered to certain clients. These products often involve a significant amount of risk and should be offered only to clients who have carefully read and considered the products’ offering documents, as they are often based on derivatives. Structured products are intended to be “buy and hold” investments and are not liquid instruments.

Cash Levels: From time to time there may be large cash balances in client accounts, which earn interest at the prevailing money market rates (taxable or tax-free). If TDAM believes it is in the best interest of a client, TDAM has the ability to go to 100% cash in the portfolio, which has risk of return associated with being out of the market. Private Funds and Managed Futures Funds: Private and managed futures funds may be purchased by clients who meet certain qualification standards. Investing in these funds involves additional risks including, but not limited to, the risk of investment loss due to the use of leveraging and other speculative investment practices and the lack of liquidity and performance volatility. In addition, these funds are not required to provide periodic pricing or valuation information to investors and may involve complex tax structures and delays in distributing important tax information. Clients should be aware that these funds are not liquid as there is no secondary trading market available. At the absolute discretion of the issuer of the fund, there may be certain repurchase offers made from time to time. However, there is no guarantee that clients will be able to redeem the fund during the repurchase offer. Employee Participation: For Seven Hills, TDAM is looking for stocks where there is significant management ownership of the stock. Following this principle, many times the Portfolio Manager and employees of TDAM may invest alongside the clients in the same stocks. This could be perceived as a conflict of interest, but TDAM believes in “putting our money where our mouth is,” and we believe this makes TDAM more sensitive to the needs of the clients. TDAM also has systems in place so clients are not disadvantaged as to price execution. Style Differences: While TDAM follows a similar philosophy to investing, the individual investing styles of each Advisor may differ. An individual Advisor may focus more on event-driven trading positions than core positions; may focus more on emerging, small-cap issuers vs. large-cap issuers; may hold differing levels of cash; may hold a large number of small positions ; may hold fewer, more concentrated, positions that may exceed 50% to 75% (at cost), or more for smaller accounts; as well as other style differences. These style differences may result in different performance between Advisors. Performance Differences: TDAM believes in managing its SMAs on an individual basis rather than “one size fits all” model portfolios. Investment decisions are based on the client’s objective, risk tolerance, conversations with the client, as well as other factors. The composition of individual client portfolios (and thus performance and security allocation) will vary based on the above factors, as well as the client’s input on investment levels and individual positions, client willingness to use margin or options, availability of certain investments, size of the account, cash availability at the time of an investment opportunity, tax considerations, client preferences on activity levels, and other factors. Clients are encouraged to discuss their preferences and goals in depth with their Advisor. System Failures and Reliance on Technology: TDAM’s investment strategies, operations, research, communications, risk management, and back-office systems rely on technology, including hardware, software, telecommunications, Internet-based platforms, and other electronic systems. Additionally, parts of the technology used are provided by third parties and therefore are beyond our direct control. We seek to ensure adequate backups of hardware, software, telecommunications, Internet-based platforms, and other electronic systems, when possible, but there is no guarantee that our efforts will be successful. In addition, natural disasters, power interruptions, and other events may cause system failures, which will require the use of backup systems (both on- and off-site). Backup systems may not operate as well as the systems that they back up and may fail to properly operate, especially when used for an extended period. To reduce the impact a system failure may have, we continually evaluate our backup and disaster recovery systems and perform periodic checks on the backup systems’ conditions and operations. Despite our monitoring, hardware, telecommunications, or other electronic systems malfunctions may be unavoidable and may result in consequences such as the inability to trade for or monitor client accounts and portfolios. If such circumstances arise, the Firm will consider appropriate measures for clients. AI Risk: TDAM may utilize AI in its portfolio management offerings or business operations, and the challenges with properly managing its use could result in reputational harm, competitive harm, and legal

liability, and/or an adverse effect on TDAM performance or business operations. If the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, clients and/or their accounts could be negatively impacted as a result. AI tools may produce inaccurate, misleading, or incomplete responses that could lead to errors in TDAM’s and its employees’ decision-making, portfolio management, or other business activities, which could have a negative impact on the performance of a strategy and/or an account. Such AI tools could also be used against TDAM, an account, or its investments in criminal or negligent ways. AI-related changes to the products and services on offer also may affect our clients’ expectations, requirements, or tastes in ways that we cannot adequately anticipate or adapt to. Additionally, TDAM’s competitors or other third parties could incorporate AI into their products more quickly or more successfully, which could impair TDAM’s ability to compete effectively. Cybersecurity: A portfolio is susceptible to operational and information security risks due to the increased use of the Internet. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices through “hacking” or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity failures or breaches by third-party service providers may cause disruptions impact the business operations of service providers and TDAM, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement, or other compensation costs, and/or additional compliance costs. While TDAM has established business continuity plans and risk management systems designed prevent or reduce the impact of such cyberattacks, there are inherent limitations in such plans and systems in part due to the ever-changing nature of technology and cyberattack tactics. Global and National Crisis Risk: Ongoing or future global or national crises including, but not limited to, pandemic; cyberattack; sabotage; terrorism; and acts of war, could result in disruptions to the economies of many nations, individual companies, and could negatively impact global markets in an unforeseeable manner. Such disruptions include, but are not limited to, travel restrictions; quarantines; supply chain disruptions; and workforce inefficiencies, absenteeism, distraction, or general anxiety. Such unpredictable, but no longer unprecedented, crises may exacerbate other preexisting political, social, and economic risks in certain countries. The impact of such crises may be quick, severe, and of unknowable duration. Ongoing or future crises could result in the temporary or permanent disruption of TDAM’s ability to provide investment advice and volatility in the financial markets and could have a negative impact on investment performance. The above list of risk factors is not intended to be a complete list or explanation of the risks involved in each of our investment strategies. You are encouraged to consult your financial advisor, legal counsel, and tax professional on an initial and continuous basis in connection with selecting and engaging in the services provided by us. In addition, due to the dynamic nature of investments and markets, strategies may be subject to additional and different risk factors not discussed above. For additional disclosures regarding Seven Hills, please see the Seven Hills Capital Partners, LP, Private Offering Memorandum.

The GP is controlled by William D. Davis Jr., the Fund’s Portfolio Manager, who is also an employee of TDAM. Due to the relationship between the Fund, TDAM, and the GP, a conflict of interest exists that can cause personnel of these entities to suggest investments in either the Fund or SMAs over other investment alternatives. This conflict of interest also could lead an Advisor to suggest switching assets from an SMA to the Fund, or vice versa, if the Advisor perceives a higher level of compensation will result from the other investment. Interests in the Fund are not registered under the U.S. Securities Act of 1933 (“Securities Act”) or the securities laws of any state or other jurisdiction. Interests are offered and sold in the United States to sophisticated investors under the exemptions provided by Section 4(2) of the Securities Act and Regulation D. The Fund is not registered under the Investment Company Act of 1940 in reliance upon the exemption provided by Section 3(c) (1) of that Act. The day-to-day investment decisions for Seven Hills are made by Portfolio Managers that may include the same employees primarily responsible for managing certain individual SMAs. The Portfolio Managers may follow similar or different investment strategies for the Fund as they follow for other client portfolios. While Portfolio Managers will use their best efforts to provide the Fund and other client portfolios with suitable investment opportunities, it is possible that Portfolio Managers might not present the Fund and other client portfolios with the same investment opportunities that come to their attention, even if such opportunities are consistent with the Fund’s and other clients’ investment objectives. Portfolio Managers will use their best judgment and specific knowledge of the Fund and client accounts when determining which securities to recommend or invest in specific instances. Because Portfolio Managers manage multiple accounts for different groups of clients, it is possible that some clients could be placed at a disadvantage with respect to the timing of trading decisions and/or the price of securities. Moreover, as described in Item 6, it is perceived that there is an incentive to favor a performance account over other client portfolios because the performance accounts pay a performancebased incentive fee to TDAM. However, TDAM believes that such conflict of interest is limited because the investment objectives and strategies of the Fund are different from that of many client portfolios, and TDAM has developed policies and procedures to monitor the fair allocation of investments between all accounts. Nevertheless, TDAM and the Portfolio Managers will attempt to resolve any conflicts of interest in a manner consistent with TDAM’s fiduciary duties. The Chief Compliance Officer (CCO) or designee will review all transactions of related persons of the company to ensure no conflicts exist with client executions.

In addition, the CCO or designee, in the exercise of his or her best judgment, has the authority to establish a continuing education program to highlight the different types of conflicts of interest that may be present in particular situations, as well as give guidance to owners, officers, and employees as to what types of information present potential for abuse. This program will advise TDAM’s personnel as to recent developments or revised requirements through avenues such as email memoranda and meetings.

4.

TDAM recognizes that at times its owners, officers, or employees can come into possession, or be deemed in possession, of material non-public information about the corporations and other entities (hereinafter, the “subject corporations”) that it researches, or about which TDAM may provide investment advice to clients. TDAM recognizes that all material information regarding the subject corporations must be disclosed to the public, if at all, by the subject corporations in accordance with applicable legal and regulatory requirements. It is the policy of TDAM that all material information that has not been publicly disseminated shall be distributed within TDAM only on a strict “need to know” basis, and no owner, officer, or employee of TDAM shall be permitted to disclose such information on a selective basis, or to use such information to his or her personal advantage or for the benefit of others. In addition, TDAM’s owners, officers, and employees shall promptly notify the CCO of the names of any subject corporation for which they come into possession of material nonpublic information.

5.

Owners, officers, and employees of TDAM, while in possession of material non-public information, may not (i) buy, sell, exchange, or otherwise trade in the subject corporation’s securities, in securities convertible into the subject corporation’s securities or in put or call options on the subject corporation’s securities; or (ii) disclose such information to anyone not authorized to receive the information. Similarly, owners, officers, and employees of TDAM, while in possession of material non-public information, may not advise its advisory clients, or execute transactions on behalf of clients for which it holds discretionary trading authority, to buy, sell, exchange, or otherwise trade in the subject corporation’s securities, in securities convertible into the subject corporation’s securities, or in put or call options on the subject corporation’s securities. If there is any doubt as to whether the information is material and/or non-public, TDAM’s policies require that guidance be sought from the CCO.

6.

All of TDAM’s owners, officers, and employees, upon commencing employment or service with TDAM and thereafter, shall notify the CCO in writing of any public companies in which they are or become a director, officer, or 10% shareholder. TDAM’s owners, officers, and employees are required to promptly notify the CCO of any changes in such status.

7.

Any TDAM employee who learns that material non-public information has been selectively communicated to an unauthorized person is required to immediately notify the CCO.

8.

If material non-public information is to be given to consultants or other individuals who are not employees of TDAM, the CCO, at their discretion, may require some form of written acknowledgment of the confidentiality of the disclosed material and/or that a confidentiality agreement be executed between the concerned parties.

9.

TDAM’s CCO or designee shall investigate all cases where they become aware that material nonpublic information may have been misused. Such investigation shall document the relevant details of the event, including without limitation, the name of the security, the personnel and accounts involved, the date the investigation commenced, and its disposition.

10. It is TDAM’s policy that all of its owners, officers, and employees comply fully with all insider trading laws and regulations. Violations (whether inadvertent or intentional) will not be tolerated by TDAM and could result in severe disciplinary action being taken against the owner, officer, or employee. A copy of TDAM’s Code of Ethics is available upon request. Personal Trading Under the Code, TDAM’s personnel are required to conduct their personal investment activities in a manner that TDAM believes is not detrimental to its advisory clients. As discussed above, TDAM personnel must conduct all personal trading in such a manner as to avoid any conflicts of interest or any abuse of their position of trust and responsibility. TDAM and/or its employees can buy, sell, or hold securities that it also recommends to clients, subject to the requirements of its internal policies and procedures. TDAM’s policies are based on the principle that TDAM and its employees have a fiduciary duty to place the interests of clients ahead of their own interests. To the extent not prohibited by its policies, TDAM and/or its employees can hold, acquire, increase, decrease, or dispose of securities or other interests at or about the same time that TDAM is purchasing or selling the same securities or interests for an advisory account. TDAM may manage discretionary accounts on behalf of its owners, employees, and family members. TDAM has created and implemented internal controls to monitor client account activity and proper allocation of investment opportunities, based on each client’s stated investment objectives and risk tolerance, to address these conflicts. Participation or Interest in Client Transactions Principal and Cross Transactions: TDAM does not engage in principal or agency cross transactions. Financial Interest in Recommendations: TDAM receives its advisory compensation through one or more of the following methods: transaction fees, management fees, and/or performance fees. TD&Co. is also registered with FINRA and various regulatory agencies to provide services as a broker-dealer. Advisors of TDAM, in their capacity as Registered Representatives of TD&Co., typically will recommend the Firm’s broker-dealer services to clients who have or are utilizing TDAM’s advisory services. Clients are free to implement advisory recommendations through any firm. Clients are under no obligation to purchase or sell securities through TD&Co. However, if they choose to do so, commissions can be earned that may be higher or lower than commission rates found at other broker-dealers. In this capacity, TD&Co. is compensated with fees and/or commissions. Notwithstanding such additional compensation, however, TD&Co. believes that the overall level of services and support provided to clients by the Firm outweighs the potentially lower transaction cost available under other brokerage arrangements. In some instances, TDAM or its associated persons typically will recommend to clients the purchase or sale of investment products in which it or related persons receive some financial interest, including, but not limited to, the receipt of compensation. As stated previously, the GP of Seven Hills appointed TDAM as the investment advisor. The GP is controlled by William D. Davis Jr., the Fund’s Portfolio Manager, who is also an employee of TDAM. Therefore, TDAM or its associated persons have a financial interest, including, but not limited to, the receipt of compensation.

Because the advisory fees payable to the Portfolio Manager or the referral fee payable to a TDAM investment executive, by either the SMAs or the partnership, can exceed any commissions paid in standard broker-dealer accounts, the investment executive/Portfolio Manager might be viewed as having an incentive to switch broker-dealer client assets to an advisory relationship in either a SMA or Seven Hills. As described in Item 5, TDAM also may participate in new issues or underwritings (including offerings in which TD&Co. is part of the “selling group”) when it is deemed to be in the client’s best interest. In these scenarios, TD&Co. receives a fee (i.e., concession fee) as part of the selling group, which is in addition to any advisory fee charged for managing the investment. You may withdraw your consent to this type of transaction at any time by notifying us in writing. TDAM has developed policies and procedures that address such conflicts of interest related to the account type recommended and our participation as a selling group member, to ensure that the client’s investment objectives are the Advisor’s primary concern. Trade Errors Any trading made by mistake or incorrectly placed by a Portfolio Manager that results in a loss in value of the client’s investments will be reversed and TDAM will be responsible for the loss; however, TDAM shall not be responsible for any gains that the client may have obtained had TDAM originally placed the correct order. TDAM will take steps necessary to minimize trade errors and, if a pattern of errors is discovered, TDAM will make any reasonable revisions to its policies necessary to avoid such trade errors in the future. A trade error generally is an error in the placement, execution, or settlement of a transaction, not an intentional or reckless act of misconduct; in addition, a good-faith error in an investment recommendation or decision for a client does not represent a trade error. Another way TDAM will define a trade error is the gain or loss generated in order to correct one of the following situations, including but not limited to:

Overbuying or overselling of securities into or out of a client account, caused by clerical errors made by personnel of TDAM or the broker-dealer.

Buying or selling of unintended securities into, or out of, a client account, caused by clerical errors made by personnel of TDAM or the broker-dealer.

Erroneously executing buy transactions as sales or vice versa, caused by clerical errors made by personnel of TDAM or the broker-dealer.

Buying or selling of securities, into or out of a client account, that is inconsistent with a client’s written investment guidelines or restrictions.

Trade errors will not include (i) intentional or reckless acts of misconduct or (ii) good-faith errors in judgment in making investment decisions for clients, but they can include innocent errors and negligent acts. As part of a standard examination of an investment advisor, examiners will review trade errors to determine if clients were in any way disadvantaged in the process and if errors were resolved in a timely fashion. The trading DP will review all trade errors and will maintain records that reflect the resolution of trade errors to evidence that customers were not charged losses as a result of the error. The CCO or designee will also be responsible for reviewing the trade error file on at least a monthly basis.

Errors found prior to settlement will be cancelled and re-billed to the Firm error account and covered.

Errors discovered after settlement will require CCO approval prior to processing through the Firm error account.

If TDAM is at fault for the error, the error will be settled out of TDAM’s own account, not using client brokerage or funds, in order to place the client in such a position as if the error never occurred (“making the client whole”).

If the broker-dealer is at fault for the error, broker-dealer is responsible for making the client whole.

The CCO or designee will evidence review of the correction of trade errors for consistency, timeliness of resolution, and to identify patterns of losses; any material findings will be documented, including any recommendations for changes to TDAM brokerage arrangements and/or order routing practices.

The commissions paid by our clients shall comply with our duty to provide “best execution;” however, a client may pay a higher commission than another qualified broker-dealer might charge to effect the same transaction in relation to the services provided. In defining best execution, the determining factor is not necessarily the lowest possible cost, but whether the transaction represents the best qualitative execution taking into consideration all services received. Soft Dollars Although not a material consideration when determining whether to recommend that a client utilize the services of RBC, TDAM receives research and other benefits from the custodian. Such research and other benefits could include, but are not limited to, investment-related research, pricing information and market data, software and other technology that provide access to client account data; compliance and/or practice management-related publications, discounted or gratis consulting services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by TDAM in furtherance of its investment advisory business operations. Other benefits include facilitating payment of TDAM’s fees from its clients’ accounts, assisting with back-office training and support functions, recordkeeping and client reporting, and institutional trading and custody services, which typically are not available to retail investors. RBC also makes available to TDAM other services intended to help TDAM manage and further develop its business enterprise. These services could include professional, compliance, legal and business consulting; publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance, and marketing. In addition, RBC offers to make available, arrange, and/or pay vendors for the above-referenced types of services rendered to TDAM by independent third parties. Where such services are provided by a third-party vendor, the custodian makes a payment to TDAM to cover the cost of such services, reimburse TDAM for the cost associated with the services, or pay the third-party vendor directly on behalf of TDAM. The products and services described above are provided to TDAM as part of its overall relationship with the custodian. The receipt of these benefits creates a conflict of interest because any advice from TDAM’s Advisor that leads clients to custody their assets at a particular custodian may be based in part on the benefit to TDAM or its Advisors and the availability of the foregoing research and other benefits and not solely on the nature, cost or quality of custody or brokerage services provided by the custodian. TDAM’s receipt of some of these benefits may be based on the amount of TDAM’s advisory assets held at the custodian. TDAM does not intend to enter into any agreement with any broker-dealer that would formally obligate TDAM to direct a specific amount of brokerage transactions or commission in return for research. However, TDAM will occasionally direct trades in Seven Hills to Jones Trading in order to have the company work certain trades for us, and to receive general color from them on the market liquidity for certain securities. When we use client brokerage commissions to obtain such services, we receive a

benefit, to the extent that we do not have to pay for the delivery of such services. Therefore, such use of client brokerage commissions results in a conflict of interest as we have an incentive to use Jones Trading, even if they do not offer the best price or commission rates for our clients. We have developed policies and procedures to ensure the adequate disclosure and review of such arrangements. Investment Allocation, Aggregation, and Block Trading With respect to purchases of securities that are part of an IPO in equity securities (“New Issue”), we seek to allocate the purchase of New Issues on a pro-rata basis among accounts for which the New Issue security is appropriate. If a New Issue allocation is too small to distribute across all suitable accounts, we will not allocate on a pro-rata basis. In determining whether to make a pro-rata allocation, we consider things such as cash availability, investment objectives and guidelines, risk profile, and other accountspecific factors. On occasion, we will purchase a New Issue with the intent of selling the security the same day in order to realize a short-term profit (a “flip”). When Advisors believe it is appropriate, they will aggregate the purchase or sale of securities for various client accounts. Aggregating client orders helps ensure that one client is not favored over another in terms of the timing of transactions. TDAM has an aggregated order allocation policy that applies to all clients advised by TDAM. Trades typically are allocated pro-rata and shall be allocated in a manner that TDAM believes to be fair and equitable. No client will receive preferential treatment over any other. Clients in aggregated transactions receive the same price per unit. If different prices are paid for securities in an aggregated transaction, each client in the transaction will typically receive the average price paid for the block of securities in the same aggregated transaction on that day. The officers and investment advisory personnel of TDAM will take steps to ensure that no client will be systematically disadvantaged by the aggregation, placement, or allocation of trades. If the Advisor is not able to fill an aggregated transaction, it will normally allocate the filled portion of the transaction to clients on a pro rata basis. Allocations are made to the personal accounts of owners, officers, and investment advisory personnel of TDAM only when such allocations comply with this trade allocation policy and the employee trading policies and procedures of TDAM. Where a client’s investment objectives are inconsistent with a particular trade, the Advisor does not feel the transaction would be suitable based on his knowledge of the customer, or the client does not have sufficient cash or assets available to make a particular trade, TDAM may not allocate trades on a pro-rata basis among clients. In addition, in certain cases, transaction costs may prevent precise pro-rata allocation. The Advisor has complete discretionary authority to determine whether aggregating orders would be appropriate in any given situation. As a result of the issues identified above, TDAM has potential conflicts of interest in allocating its investments among client accounts, Seven Hills, or other proprietary accounts and in effecting transactions between client accounts and proprietary accounts where the Firm and/or its personnel have a financial interest. Although we will attempt to allocate investment opportunities in a manner which is in the best interests of all clients’ accounts, there can be no assurance that an investment opportunity which comes to our attention will be allocated to all client accounts as certain accounts may be unable to participate in such investment opportunity or participation in a transaction may only be available on a limited basis. In addition, there may be circumstances under which we will consider participation by other client accounts in investment opportunities in which we do not intend to invest, or intend to invest only on a limited basis, on behalf of accounts in which the Firm or its personnel hold a financial interest. Client-Directed Brokerage Additionally, a client can direct us, in writing, to use a particular broker-dealer. In that case, it is our expectation that the client will negotiate execution terms with the broker-dealer. Should a client request that we direct execution for brokerage transactions for their account through a broker-dealer that we believe will provide reasonable service, we shall direct transactions accordingly. In such cases, we will not seek better execution services or prices from other broker-dealers or be able to “aggregate” or “batch” orders for execution through another broker-dealer. As a result, the client will typically pay a higher

commission or other transaction costs or greater spreads, or receive less favorable net prices, on transactions than would otherwise have been the case. Clients who request directed trades may or may not receive best execution or pay higher brokerage commissions because we may not be able to aggregate orders to reduce transaction costs or otherwise negotiate commissions and also may receive less favorable prices and execution. As a result, we will not provide assurances that best execution will be obtained in accounts where we are instructed to direct trades. Transactions for these clients generally will be executed following the execution of portfolio transactions in other client accounts where we have full discretion to execute trades. In the event that we do accommodate a directed brokerage relationship, our standard operating procedure will be to place the trade with an executing broker with instructions to complete the trade through the client‐directed broker.

The Manager or designee also will conduct extraordinary reviews upon the occurrence of certain events, such as unusual trading activity or performance. Nature and Frequency of Regular Reports to Clients on their Accounts Each limited partner will receive unaudited monthly net asset value statements and performance updates, monthly Fund updates, annual audited year-end financial statements, any other information required to be provided by any governmental authority having jurisdiction over the Fund, including but not limited to, certain state securities regulatory authorities, and other information which the GP, in its discretion, deems appropriate. In some cases, a value for the limited partner’s interest in the Fund will appear on a customer’s overall RBC account statement. This value is provided for informational purposes and may not reflect a previous month’s value if the Fund’s monthly reconciliation process is not completed prior to the RBC statement cut-off date. Therefore, the statement provided by the administrator, and not any RBC statement value, serves as the official value of the limited partner’s interest in the Fund. Confirmations The Fund has suppressed the mailing of separate trade confirmations for their account over which TD&Co. is exercising investment discretion. In lieu of separate trade confirmations, information from the confirmation will be reported at least quarterly via the brokerage statement to the GP. The main transactional fee (shown as “commission” on the brokerage statement) will be listed with the associated transaction, and any additional transactional fees will be found along with other important disclosures on the statement. Transaction cost details are available upon written request. The miscellaneous fees and the Section 31 fee are not itemized in the transactions section of the statement. The “amount” of the transaction on the statement is the net transaction amount including all fees (such as the commission, Section 31 fees, etc.) associated with that transaction. The GP can obtain, upon request to the Firm and at no additional charge, information regarding any trade confirmation in the Fund’s account, and a paper or electronic copy of any trade confirmation. Upon written request, TD&Co. can make available to the GP all confirmations and statements online.

is part of the “selling group”) when it is deemed to be in the client’s best interest. In these scenarios, TD&Co. receives a fee (i.e., concession fee) as part of the selling group, which is in addition to any advisory fee charge for managing the investment. You may withdraw your consent to this type of transaction at any time by notifying us in writing. TDAM has developed policies and procedures that address such conflicts of interest related to the account type recommended and our participation as a selling group member, to ensure that the client’s investment objectives are the Advisor’s primary concern. TDAM will at times sponsor and pay for meals, outings, educational seminars, and training programs for its employees in connection with their promotion of investment advisory services. In addition, TDAM Advisors will occasionally attend conferences at which exhibitors have booths. Advisors may accept trinkets at conference exhibit booths as long as the trinkets are less than $100 in value. Employees also may receive gift baskets or similar items from other professionals, as long as they are less than $100 in value. To do otherwise would appear ungrateful. As appropriate, TDAM Advisors solicit referrals from existing clients. Although Advisors do not pay specifically for client referrals, in order to build relationships with their clients, Advisors may provide clients with meals, entertainment, or modest gifts. Such gifts or entertainment may be considered an indirect form of compensation for client referrals. Promoter Arrangements TDAM may enter into written promoter agreements to compensate persons either independent of TDAM or employees of TDAM (“Promoter”) for client referrals in compliance with federal securities laws. If a referred client establishes an investment advisory relationship with TDAM, the Promoter will receive a referral fee of a negotiated percentage of the investment advisory fees paid by the client for the duration of the investment advisory relationship. The compensated person(s) are/will be properly registered as Promoters when applicable. This referral fee will be paid out of the total advisory fees collected from clients. TDAM will not charge an additional fee for advisory services to pay a Promoter. There is no difference in the advisory fee schedule for clients who have been referred and those who have not been referred as a result of these promoter agreements. Clients that are referred by a Promoter will receive a copy of the Promoter’s written disclosure document that describes the nature of the relationship between TDAM and the Promoter, in addition to TDAM’s Form ADV Part 2.