Cypress Capital, a Michigan limited liability company was founded in January 2021 and is based in Ann Arbor, Michigan. The Firm is registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Cypress Capital’s registration with the SEC became active on June 20, 2023. NorthStar Bank (“Northstar"), a banking subsidiary of Michigan based Northstar Financial Group, Inc. acquired Cypress Capital in July 2022. Northstar retains ownership of the Cypress Capital. Mr. James Housler, Accredited Wealth Management Advisor (“AWMA”) founded the Firm and retains Founder and President position. Northstar Bank shares common ownership with Gemini Group, a Bad Axe based manufacturing conglomerate. Northstar Bank and its affiliate banks operate 17 branches in Michigan and eight branches throughout central Florida. Mrs. Elizabeth Housler serves as the Firm’s Chief Compliance Officer (“CCO”). Advisory Services Cypress Capital’s portfolio management and investment advisory services are offered to individuals, high net worth individuals, foundations, charitable organizations, trusts, 401(k) plans and corporations (each a “Client” and collectively, “Clients”). Furthermore, the types of Clients to which Cypress Capital provides investment management services are more fully disclosed in Cypress Capital’s Form ADV Part 1 and summarized in Item 7 – Types of Clients of this Brochure. Cypress Capital’s fully customized portfolios are designed to assist Client’s achieve their desired investment goals while minimizing risk. In addition, the Firm may refer Clients to third-party, non- affiliated companies offering services such as tax and estate planning, and insurance to create an all- encompassing financial picture for Client’s and their family. Cypress Capital may charge the Client a fee for its assistance with providing documents to any third-party tax preparation company. Cypress Capital may also offer to cover the cost of third-party tax preparation as part of its negotiated Advisory Fee (see Item 5 - Fees and Compensation for more information on the fees charged). Please note Cypress Capital does not provide tax preparation and filing or accounting services (“tax services”) or legal services to Clients. Clients are urged to consult with a tax professional for any and all tax advice. The reach of Cypress Capital extends far beyond traditional wealth management. We advise Clients on venture capital, private equity offerings, buying and selling businesses, and more. Cypress Capital has the intellectual capital resources to address any and all financial decisions you face and execute strategies in the most efficient manner possible. When the Company serves as investment adviser, it enters into a written investment management agreement with each of its advisory Clients. Investment management agreements include provisions related to each Client’s management fees, investment strategy, investment guidelines, termination rights, proxy voting and sub-adviser, if applicable. The Firm’s standard investment management contract generally permits either party to terminate immediately upon written notice to the other party. The management fee will be pro-rated to the date of termination, for the quarter in which the cancellation notice was given and the unearned fee refunded to the Client’s account, or any earned fee will be billed to the Client. Upon termination, a Client is responsible for monitoring the securities in his or her account, and we will have no further obligation to act or advise with respect to those assets. In the event of Client’s death or disability, Cypress Capital will continue management of the account until we are notified of Client’s death or disability and given alternative instructions by an authorized party. In summary, Cypress Capital provides the following advisory services:
• Discretionary Investment Management, except as otherwise set forth in any applicable Client Agreement. Our Clients authorize Cypress Capital to investigate, purchase, and sell on behalf of Client, various securities and investments. Cypress Capital is authorized to execute purchases and sales of securities on Client’s behalf without consulting Client regarding each sale or purchase. Client may, however, terminate the discretionary authority of Cypress Capital immediately upon written notice.
• Non-Discretionary Investment Management. In these types of Client Agreements, Cypress Capital is authorized to execute purchases and sales of securities only after securing permission from Client regarding each transaction. Furthermore, Cypress Capital tailors its investment advice to the specific needs of its Clients and is subject to applicable investment restrictions set forth in the governing documents for the applicable Clients. Cypress Capital works with Clients to formulate appropriate and agreed-upon investment guidelines. Cypress Capital works with Clients to determine the feasibility of monitoring proposed restrictions and limitations. Clients who restrict their investment portfolios may experience potentially worse performance results than Clients with unrestricted portfolios even for Clients with similar objectives. Cypress Capital reserves the right to reject or terminate any Client that seeks restrictions which Cypress Capital is unable to implement, or which may fundamentally alter the investment objective of the Client. Investment, Wealth Management and Supervision Services We manage advisory accounts on a discretionary and non-discretionary basis. For discretionary accounts, once we have determined a profile and investment plan with a Client, we will execute the day-to-day transactions without seeking prior Client consent. Account supervision is guided by the written profile and investment plan of the Client. We may accept accounts with certain restrictions, if circumstances warrant. If deemed appropriate, the Adviser may recommend an independent sub-adviser for third party money management services of Advisors client accounts to manage all or a portion of a Client’s portfolio. In those circumstances, the Sub-Advisor manages the assets based upon the parameters provided by Adviser. Adviser signs a Sub-Advisory Advisory Agreement with the applicable money manager that outlines the terms of the investment management services to be provided by the sub-adviser and the investment objectives of the client’s account. With our discretionary relationship, we will make changes to the portfolio, as we deem appropriate, to meet a Client’s financial objectives. We trade these portfolios based on the combination of our market views and a Client’s objectives, using our investment process. We primarily allocate Client assets among various equities, Exchanged Traded Funds (“ETFs”), no-load or load-waived mutual funds, or alternative investments in accordance with their stated investment objectives. Notwithstanding, if a non-discretionary relationship is in place, calls will be placed presenting the recommendation made and only upon your authorization will any action be taken on a Client’s behalf. Where appropriate, we provide advice about any type of legacy position held in Client portfolios. Typically, these are assets that are ineligible to be custodied at our primary custodian. Clients will engage us to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance, annuity contracts, and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). Tax, Estate Planning and Insurance Cypress Capital may refer Clients to third-party, non-affiliated companies offering tax preparation services, including CPA’s, attorneys, and insurance professionals. Cypress Capital may charge the Client a fee for its assistance with providing documents to the third-party tax preparation company. Cypress Capital may also offer to cover the cost of third-party tax preparation as part of its negotiated Advisory Fee (see Item 5 - Fees and Compensation for more information on the fees charged). Cypress Capital does not provide tax preparation and filing or accounting services (“tax services”) or legal services to Clients. Certain Advisors may provide tax services to

Clients; however, these services are provided as an outside business activity that is not affiliated with or conducted through Cypress Capital and such services are not subject to the supervision or oversight of Cypress Capital or any of its affiliates. Clients are not obligated in any way to hire the Advisor to provide tax services. Clients are urged to consult with a tax professional for any and all tax advice. Cypress Capital Risk Management, LLC (“Cypress Capital Risk Management”) is a licensed insurance agency with the State of Michigan. Cypress Capital Risk Management and Cypress Capital may share employees. The two firms are non-affiliated. Clients should be aware that the ability to receive additional compensation by our Firm and its management persons or employees creates conflicts of interest that impair the objectivity of the Firm and these individuals when making advisory recommendations. Our Firm endeavors at all times to put the interest of its Clients first as part of our fiduciary duty as a registered investment adviser; we take the following steps, among others to address this conflict:
• we disclose to Clients the existence of all material conflicts of interest, including the potential for the Firm and our employees to earn compensation from advisory Clients in addition to the Firm's advisory fees;
• we disclose to Clients that they have the right to decide to purchase recommended investment products from our employees;
• we collect, maintain and document accurate, complete and relevant Client background information, including the Client’s financial goals, objectives, and liquidity needs;
• the Firm conducts regular reviews of each Client advisory account to verify that all recommendations made to a Client are in the best interest of the Client’s needs and circumstances;
• we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed;
• we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by the Firm; and
• we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to Clients. Clients are never obligated or required to purchase insurance products through Investment Adviser Representatives who are licensed. This does create a material conflict of interest in that it provides an incentive for Mr. Housler to recommend insurance products based on compensation received rather than on a Client’s needs. Our firm has an incentive to recommend insurance products and this incentive creates a conflict of interest between your interests and our Firm. We mitigate this conflict by disclosing to Clients they have the right to decide whether or not to engage the services of our affiliated Insurance agency. Commissions generated by insurance sales do not offset advisory fees. Further, Clients should note they have the right to decide whether to act on the recommendations and the right to choose any professional to execute the advice for any insurance products through any licensed insurance agent not affiliated with our Firm. We recognize the fiduciary responsibility to place the Client’s interests first and have established policies in this regard to avoid any conflicts of interest. Sub-Advisory Services Cypress Capital also utilizes the services of third-party sub-advisor(s) for the management of Client accounts. If deemed appropriate, the Adviser may recommend an independent sub-adviser for third party money management services of Advisors client accounts to manage all or a portion of a Client’s portfolio. In those circumstances, the Sub-Advisor manages the assets based upon the parameters provided by Adviser. Adviser signs a Sub-Advisory Advisory Agreement with the applicable money manager that outlines the terms of the investment management services to be provided by the sub-adviser and the investment objectives of the client’s account. In this scenario, investment advice and trading of securities will only be offered by or through the chosen sub- advisor. Our Firm will not offer advice on any specific securities or other investments in connection with this service. Prior to referring Clients, our Firm will provide initial due diligence on the sub-advisor and conduct ongoing reviews of their management of Client accounts. To assist in the selection of an appropriate sub-advisor, our Firm will gather Client information pertaining financial situation, investment objectives, and reasonable restrictions to be imposed upon the management of the account. The services provided by the selected sub-advisor include:
• Assessment of the Client's investment needs and objectives
• Implementation of an asset allocation
• Delivery of suitable style allocations (e.g., Large Cap, Small Cap, Growth, etc.)
• Facilitation of portfolio transactions
• Ongoing monitoring of investment vehicles performance
• Review of Client accounts for adherence to policy guidelines and asset allocation
• Recommendations for account re-balancing, if and when necessary
• Reporting of Client portfolio performance and progress
• Engaging selected investment vehicles on behalf of the Client Our Firm will periodically review sub-advisor’s reports provided to the Client at least annually. We will contact Clients from time to time in order to review their financial situation and objectives; communicate information to sub-advisor as warranted; and assist the Client in understanding and evaluating the services provided by the sub-advisor. Clients will be expected to notify our Firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. Our Firm takes actions on behalf of the Client to hire or fire money managers used in the implementation of a Client’s investment plan and execution of the Advisory Agreement with our Firm. Therefore, the Firm has the discretionary authority to hire or fire the manager or to allocate assets among managers without obtaining the Client’s consent. ERISA, Retirement Plan Consulting Cypress Capital provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include investment options, plan structure and participant education. All retirement plan consulting services shall be in compliance with the applicable state laws regulating pension consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and we accept appointments to provide our services to such accounts, we acknowledge that we are a fiduciary within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Regulatory Assets Under Management As of December 31, 2023, Cypress Capital managed approximately $12,070,176 of discretionary regulatory assets under management and $137,399,100 of non-discretionary regulatory assets under management, totaling $149,469,276 in regulatory assets under management. The SEC has adopted a uniform method for advisers to calculate assets under management for regulatory purposes which it refers to as an adviser’s “regulatory assets under management.” Regulatory assets under management are generally an adviser’s gross assets, i.e., assets under management without deduction for outstanding indebtedness or other accrued but unpaid liabilities. Cypress Capital reports its regulatory assets under management in Item 5 of Part 1 of Form ADV which you can find at www.adviserinfo.sec.gov.