A. Focused Alpha, LLC Focused Alpha, LLC (“FA” and/or the “firm”) is a limited liability company organized in the state of Delaware. The firm was established in August 2020 and approved to conduct business in March 2021. Daniel Barotz is the sole owner and Managing Member of FA. Kevin Goldin, an investment advisory representative of FA, conducts investment advisory activities through a separate unaffiliated entity titled Goldin Wealth Management. He is registered through FA and performs investment advisory activities through and under the supervision of FA. Asset Management Services FA provides a complete portfolio management service, primarily on a discretionary basis, but provides non-discretionary services upon mutual consent between FA and the client. This includes the purchase, sale, and continuous supervision of all assets under management. Generally, we invest in stocks, exchange-traded funds, and bonds, although stock options and convertible securities, among other investments, may be used in the customization of client portfolios or asset allocation programs. FA may also engage sub-advisors to manage all or a portion of the client’s portfolio. FA offers four primary investment strategies to retail clients, which are described in detail under Item 6 of this Brochure: ▪ Alpha Leaders US Equity ▪ Alpha Tailrisk Managed Core (Alpha Tr MC) ▪ TreSpy ▪ HiTre FA offers mutual fund and asset allocation portfolios to its clients. The firm seeks to meet the client’s particular investment needs by developing a customized investment strategy based upon guidelines that are jointly established by the client and FA. At the commencement of services, the firm reviews the client’s investment objectives and risk tolerance. Based upon that review and other information provided by the client, FA makes a subsequent recommendation to the client as to which investment style the firm believes is best suited for the client. The client makes the final decision as to which investment style is chosen for the client’s account. For its discretionary asset management services, FA receives a limited power of attorney to effect securities transactions on behalf of its clients that include securities and strategies described in Item 6 of this brochure. In addition, pursuant to the terms of its investment advisory agreement with clients, FA will remind clients of their obligation to inform FA of any modifications or restrictions that should be imposed on the management of the client’s account. FA will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Fees and Compensation Fee Schedule FA is compensated solely on a fee basis. FA’s fee for services is an asset-based fee calculated as a percentage of the value of the managed assets, calculated according to the following fee schedule. Assets Under Management Annual Fee Up to $500,000 2.50% $500,001 to $1,000,000 2.00% $1,000,001 to $2,500,000 1.50% $2,500,001 to $5,000,000 1.25% $5,000,001 to $7,500,000 1.00% Above $7,500,000 Negotiated Generally, the minimum account size is $250,000. The trading cost component of the above-mentioned advisory fees are estimated to range from $250 to $500 per account per year. Asset-based fees are always subject to the investment advisory agreement between the client and FA. Such fees are payable quarterly in advance. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a calendar quarter. Adjustments for significant contributions to a client’s portfolio are prorated for the quarter in which the change occurs; no adjustments will be made for withdrawals. The advisory fee and minimum account value are negotiable in certain instances and may vary based upon a number of factors, including but not limited to the size and nature of the assets in the client’s account, the client’s particular investment style or objective, and any particular services requested by the client. These fees include charges for all transaction costs such as commissions on purchase and sales of stocks, bonds, exchange-traded funds and options, and mutual fund transactions fees. Except as otherwise provided below, client will incur no charges other than the adviser’s fee pursuant to the above fee schedule in connection with the maintenance of and activity in client’s account. The wrap fee does not include annual account fees or other administrative fees, such as wire fees, charged by manager or brokerage firm; fees for securities transactions executed away from the custodian; certain odd-lot differentials, transfer taxes, transaction fees mandated by the Securities Act of 1934, postage and handling fees, and charges imposed by law with regard to transactions in the client’s account; and advisory fees, expenses or sales charges (loads) of mutual funds (including money market funds), closed-end investment companies or other managed investments, if any, held in client’s account. The wrap fee also does not cover certain costs associated with securities transactions in the over-the-counter market, such as fixed income securities where manager must approach a dealer or market maker to purchase or sell a security. Such costs include the dealer’s mark-up, mark-down or spread and odd-lot differentials or transfer taxes imposed by law. B. Disclosure of Cost Difference if Services Purchased Separately Depending on a number of factors, such as the number, size and nature of the securities transactions in an advisory account, the overall fees and charges borne by the client over time could be more or less than what these fees and charges would be if the same services were provided on a separate basis. Bundled fees generally provide an economic incentive for the advisory firm to select investments and strategies that minimize trading costs. Frequent trading in an account where transaction fees are included as part of the overall advisory fee to the client drive trading costs higher and reduce the overall fee revenue to the advisor. As a result, higher trading costs in a bundled fee account have a negative impact on the advisory firm’s profitability. This creates a conflict of interest in that the firm has an economic incentive to place fewer trades for the client’s account. The firm has policies and procedures in place to mitigate this conflict of interest and always act in the client’s best interest. C. Additional Client Fees and Terms of Payment Client Payment of Fees FA generally requires fees to be prepaid on a quarterly basis. FA will deduct advisory fees directly from the client’s account

provided that (i) the client provides written authorization to the qualified custodian; (ii) the firm sends an invoice that shows the amount of the fee, how it was calculated, and the value of the assets on which the bill is based; and (iii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. A client investment advisory agreement may be canceled at any time by the client, or by FA with 30 days’ prior written notice to the client. Upon termination, any unearned, prepaid fees will be promptly refunded. Additional Fees All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, separate account managers, private placement, pooled investment vehicles, broker-dealers, and custodians retained by clients. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, each separate account manager’s Form ADV and Brochure and Brochure Supplement or similar disclosure statement, each private placement or pooled investment vehicle’s confidential offering memoranda, and by any broker-dealer or custodian retained by the client. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using FA may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian. Please refer to the Brokerage Practices section (Items 9.B.2 and 9.B.3) for additional information regarding the firm’s brokerage practices. D. Compensation for Recommending the FA Wrap Fee Program The FA Wrap Fee Program is a proprietary product offered exclusively through FA. As such, there are no conflicts of interest in that there are no commissions paid for selling the FA Wrap Fee Program. E. External Compensation for the Sale of Securities to Clients FA advisory professionals are compensated primarily through a salary and bonus structure. FA’s advisory professionals may receive commission-based compensation for the sale of insurance products. Please see Item 9 for detailed information and conflicts of interest. F. Important Disclosure – Custodian Investment Programs Please be advised that the firm utilizes certain custodians/broker-dealers. Under these arrangements we can access certain investment programs offered through such custodian(s) that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. Please note the following: Limitation on Mutual Fund Universe for Custodian Investment Programs: There are certain programs in which we participate where a client’s investment options may be limited in certain of these programs to those mutual funds and/or mutual fund share classes that pay 12b-1 fees and other revenue sharing fee payments, and the client should be aware that the firm is not selecting from among all mutual funds available in the marketplace when recommending mutual funds to the client. Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm clients. Additional Disclosure Concerning Wrap Programs: To the extent that we either sponsor or recommend wrap fee programs, please be advised that certain wrap fee programs may (i) allow our investment adviser representatives to select mutual fund classes that either have no transaction fee costs associated with them but include embedded 12b-1 fees that lower the investor’s return (“sometimes referred to as “A-Shares,” depending on the mutual fund issuer), or (ii) allow the use of mutual fund classes that have transaction fees associated with them but do not carry embedded 12b-1 fees (sometimes referred to as “I-Shares,” depending on the mutual fund sponsor). Wrap fee programs offer investment services and related transaction services for one all-inclusive fee (except as may be described in the applicable wrap fee program brochure). The trading costs are typically absorbed by the firm and/or the investment representative. If a client’s account holds A-Shares within a wrap fee program, the firm and/or its investment adviser representative avoids paying the transaction fees charged by other mutual fund classes, which in effect decreases the firm’s costs and increases its revenues from the account. Effectively, the cost is transferred to the client from the firm in the form of a lower rate of return on the specific mutual fund. This creates an incentive for the firm or investment adviser representative to utilize such funds as opposed to those funds that may be equally appropriate for a client but do not carry the additional cost of 12b-1 fees. As a policy matter, the firm does not allow funds that impose 12b-1 or revenue sharing fees on the client’s investment within its wrap fee programs. Clients should understand and discuss with their investment adviser representative the types of mutual fund share classes available in the wrap fee program and the basis for using one share class over another in accordance with their individual circumstances and priorities. G. Client Assets Under Management As of December 31, 2022, FA has $257.5 million of discretionary assets under management.