Emcee is an investment advisory firm with its principal place of business in New York, New York. Emcee was formed on April 23, 2018, and begin providing non-discretionary investment advice in the second quarter of 2020. Additional information about Emcee is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by using a unique identifying number, known as a CRD number. The CRD number for Emcee is 297589. The SEC’s website also provides information about any persons affiliated with Emcee who are registered, or are required to be registered, as investment adviser representatives of Emcee. Emcee is a privately held company headquartered in New York, New York. Information about Emcee’s organizational and ownership structure is provided on Part 1 of Emcee’s Form ADV, which is available online at http://www.adviserinfo.sec.gov. Emcee is a registered investment adviser (“RIA”) which will offer its program to its advisory clients (each a “Client,” and collectively, “Clients”) through a web-based program (the “Program”). Bits is a technology platform designed to offer consumers, through participation in its Program, an opportunity to earn customer rewards in the form of fractional shares of stocks in the participating companies whose products such consumers purchase. Bits also offers the Program through third-party financial institutions by incorporating its proprietary application programming interface (“API”) with the applicable third party’s web-based application. A Client who participates in the Program generates cash-back rewards from purchasing the products of participating companies. At a time directed by the Client, a portion of such rewards is then used by Bits to purchase fractional shares of stock, and then allocate them to the Client’s account. Transactions in securities are executed through a house brokerage account maintained by Emcee at its clearing partner. The cash-back rewards are funded by the Client’s financial institution, where the Client will have a checking account or savings account, which have been established as part of opting into the Program. Clients cannot deposit any funds as part of the Program; however, they may deposit funds into their own brokerage accounts to make self-directed investments in securities. Bits has partnered with, and is being compensated by, various financial institutions to facilitate purchases through the Program. Emcee will use the proceeds from these contractual relationships to purchase fractional shares of securities on behalf of its Clients, when directed by the Clients. Additional information about Bits’ products and services is provided in Emcee’s Form ADV Part 1 available at http://www.adviserinfo.sec.gov. Bits encourages visiting its website for additional information.

The information provided by the Client during the KYC/AML and onboarding process, and otherwise obtained by Client, will be used to ensure that all publicly traded securities and/or portfolios of said securities, including unaffiliated shares of stock of publicly traded companies (“Single Stocks”) and ETFs, offered through the Program will be suitable for such Client. Clients will be obligated to update their information through the Program promptly if there are changes to their financial situation, objectives, personal circumstances, or if other relevant information changes or becomes available. Emcee will provide investment advice only with respect to a limited type of investment, and such investment advice will not be tailored to the individual needs of the Client, but rather, largely based on the Client’s purchasing practices. The Program will provide recommendations to each Client, and each Client will be solely responsible for implementing any such recommendations. Clients will be responsible for directing purchases and sales of specific investments. Clients will not be required to implement Emcee’s investment advice, and should carefully review all of the information provided by the Program and in any relevant ETF prospectus or company reports before investing. In the event of a liquidation or transfer of the assets in a Client’s account to another account, Bits may convert such fractional shares to cash. Emcee will select securities for the Program and recommendations for the Program’s curated list. The ETFs that comprise Client portfolios will be selected via Emcee’s internal selection criteria. Clients will select their portfolios from the curated list of suitable ETFs presented by Emcee through the Program. The ETFs included in each Client portfolio will be researched and approved by Emcee. Emcee’s internal selection criteria will include, but will not be limited to, assessing an ETF’s exposure to a given asset class or sector, how well the ETF tracks its benchmark, the ETF’s management fee, the liquidity prospect of the ETF or other security vis-à-vis Bits portfolios, the management of the ETF and Clients’ investment objectives. ETFs are managed by the relevant fund manager/sponsor Bits will not manage, control or receive compensation from ETF or other managers. Emcee reserves the right to change, in its sole discretion from time to time and without prior notice to Clients:
• the number of investments available through the Program that it deems appropriate to address the risk tolerances and investment time horizons of Clients;
• the Single Stocks and/or ETFs that comprise each of the allocations; and
• the relative weightings of the Single Stocks and/or ETFs within each of the allocations. The investments in each Client’s account will be held in a separate account in the name of the Client by an independent custodian, and not with Bits. All accounts that will be managed through the Program will use an independent custodian. Clients will receive Emcee’s Advisory Agreement, which further details the services Clients will receive and the conditions of the Emcee-Client relationship.