Introduction Potomac Fund Management, Inc. (“We”, “Our,” “Us” or “Potomac”) was founded in 1987. Potomac specializes in portfolio management and offers its services through various platforms and to different clients. The investment strategies currently offered by Potomac are described in Exhibit A to this Brochure, may be amended from time to time without notice to current clients, and may differ in availability from program to program. These strategies span a wide range of risk and performance objectives. The firms’ owners are Manish Khatta (90%) and Jeff Goodnow (10%). Assets Under Management As of December 31, 2023, Potomac oversaw total assets of $1,422,769,247.62 which includes the following: Discretionary Assets, totaling approximately $1,393,170,205.62. Discretionary Assets are those assets for accounts where we have discretionary authority and provide continuous and ongoing supervisory or management services. Assets Under Advisement, totaling approximately $29,599,042.00. Assets Under Advisement are those accounts where we provide administration services but do not have the ability to execute transactions on the accounts. Potomac’s Services Potomac offers the following services: 1) Union Platform (The Strategist Program) Background. Potomac sponsors a turnkey asset management program, called Union Platform, where it provides discretionary investment advisory services. We provide investors with a means to access professional investment management services from Potomac and other investment advisers. Types of Clients. In Union Platform, Potomac provides its services to: (1) investors introduced by persons unaffiliated with Potomac (which it refers to as “external clients”), and (2) clients that it has originated (which it refers to as “internal clients”). External clients and internal clients are referred to collectively as “clients”. Methods of Advice. There are three different methods by which you can receive investment advice. You may select from strategies (1) managed directly by Potomac (“Potomac Strategies”), (2) created by an unaffiliated investment adviser but implemented by Potomac (“Non-Potomac Strategies”), and (3) managed on a discretionary basis by another investment adviser where the investment adviser is responsible for implementing their own advice and executing trades in the client’s account (an “SMA Strategy”). Each of the Potomac Strategies, Non-Potomac Strategies, and SMA Strategies are referred to as a “Strategy” and each investment adviser participating in the program is referred to as a “Strategist.” Strategists other than Potomac are referred to as “Non-Potomac Strategists”. Determining Investment Objectives; Suitability of the Program; Selecting Investment Strategies. As part of the client onboarding process, clients must assess their needs, objectives, the suitability of the program, and select 4 | P a g e Strategies. Potomac assists internal clients in determining their investment needs and objectives, the suitability of Union Platform and its investment strategies and selecting appropriate investment strategies. External clients are assisted by their primary advisor, known as their “Client Advisor” in determining their investment needs and objectives, the suitability of Union Platform and its Strategies, and selecting appropriate Strategies. As between Potomac, an external client, and a Client Advisor, the external client and Client Advisor are exclusively responsible for: (1) determining the client’s initial and ongoing suitability for the program and its Strategies, and selecting one or more Strategies; (2) for receiving all client directions, notices and instructions, and forwarding them to Potomac, in writing, (3) remaining reasonably available to discuss the client’s account and to answer questions about the program and its Strategies, determining whether there have been any changes in the client’s investment objectives or risk tolerance, and determine whether to change the account’s Strategy. Potomac is entitled to rely upon any such direction, notice, or instruction until it has been duly advised in writing of changes. For more information about Potomac’s relationship with Client Advisors, see the ‘Other Financial Industry Activities and Affiliations’ section of this document, Item 10. Internal clients should contact Potomac to address any changes in their financial situation or investment objectives or should they have any questions. As part of the account onboarding process, clients will deposit funds and securities in their account(s) and agree that Potomac may, without further authorization, liquidate any other assets deposited in their account(s). Clients acknowledge and agree that liquidation of these securities may result in tax consequences, for which they should consult with their Client Advisor or other tax advisors. Management of Accounts and Strategies. Potomac Strategies are managed by Potomac on an ongoing, discretionary basis. Potomac retains discretion for buying and selling securities in the Strategy, which are then executed in your account (subject to accepted restrictions). Potomac Strategies are managed by Potomac according to the Strategy’s investment objectives and not necessarily the individual’s personal financial situation or investment objectives. Clients may request reasonable restrictions on the management of their account, which will only be honored if Potomac acknowledges acceptance in writing. For Non-Potomac Strategies, the other investment adviser provides Potomac with investment signals on how the account should be constructed and Potomac implements those instructions in your account. Potomac retains discretion on whether to implement the advice and the timing for implementing the advice it receives from the other adviser, which means that the performance can differ from the performance of having your account managed directly by the Strategist. In each of the Potomac Strategies and the Non-Potomac Strategies, Clients or their Client Advisor select a Strategy, but security selection for a Strategy is based upon the Strategy’s objectives and not upon the individual financial situation or suitability of a client who has chosen to invest in the Strategy. For SMA Strategies, Clients and Client Advisors are responsible for obtaining information from the Strategist on how their account will be managed. Clients and Client Advisors should be guided accordingly. Use of Affiliated Funds in Strategies. The Conquer Risk Funds are used exclusively in certain Strategies in the Union Platform. The specific strategies are identified

in Item 5 under the “Strategist Program Fees” heading. Clients and Client Advisors should understand that Strategies suggesting that Conquer Risk Funds may be used exclusively meaning that in some cases, up to 100% of an account may be invested in Conquer Risk Funds. There are two primary reasons Potomac uses the Conquer Risk Funds in certain Strategies. First, the use of Conquer Risk Funds improves the speed of execution. Capital markets move fast, and to capitalize on market inefficiencies managers must react accordingly. By using the funds trading and security selection are more efficient for Potomac. 5 | P a g e Instead of (i) placing numerous trades in Client accounts, or (ii) identifying Client accounts to aggregate and trade on a block basis, Potomac can place trades in the account of the specific Conquer Risk Fund—which is then held by the Client. Second, the use of the Conquer Risk Funds in certain Strategies allows Potomac to offer and manage its Strategies more consistently across various platforms which normalizes the client experience regardless of how Potomac strategies are accessed. Clients and Client Advisors should not invest in these Strategies unless they are comfortable holding an investment portfolio that is comprised almost exclusively of the Conquer Risk Funds. For more information about the conflicts of interest this arrangement creates and how Potomac mitigates this conflict, clients and Client Advisors should review Item 5 below. In other Strategies, we use unaffiliated mutual funds and exchange traded funds. Client Advisor Discontinuation. In some cases, your Client Advisor may retire, switch careers, become disabled, pass away, or otherwise cease providing their services as your Client Advisor. We refer to these accounts as “orphaned accounts”. While we don’t monitor the precise services provided by each Client Advisor, when we are sufficiently confident that an account has become an orphaned account, we will cease charging your account its Client Advisor Fee. We will continue to perform our investment management services and unless we notify clients, we will perform the Client Advisor’s responsibilities (as described above under the heading “Determining Investment Objectives; Suitability of the Program; Selecting Investment Strategies”). In the event we determine not to perform the Client Advisor’s responsibilities, we will notify the client and encourage them to seek out another Client Advisor. In any event, we remain available to discuss any questions a client may have regarding our strategy and their investments. 2) Third-Party Sponsored Advisory Programs – Potomac also provides non-discretionary investment advisory services, including model portfolio management, through separately managed account programs sponsored by other broker/dealers and investment advisers. Through these programs, the "sponsor" of the program contracts directly with their clients to perform various types of investment management services. Potomac delivers model portfolios to the investment platform. The sponsor or another financial professional is responsible for obtaining the necessary financial information from the client, assisting the client in determining the suitability of the program, establishing their investment objective, and opening an account. Potomac’s model portfolios generally reflect the investment strategies described on Exhibit A to this Brochures subject to any restrictions, limitations, or specific directions that the sponsor or their clients give to us. The Conquer Risk Funds are used exclusively in certain Strategies. Clients and prospective Clients should review the disclosure under “Use of Affiliated Funds in Strategies” above. Potomac continuously reviews, supervises, and updates the model portfolios pursuant to agreements with each sponsor. However, Potomac does not implement the model portfolios on behalf of client accounts and does not have access to information about the underlying clients in the sponsor’s programs. Please refer to each sponsor’s Form ADV Part 2A, Form CRS, or other disclosure documents, for additional information about the services offered through each sponsor’s programs. 6 | P a g e We may agree to pay program sponsors to include one or more of our strategies or Conquer Risk Funds in their program. This creates a conflict of interest as it incentivizes the sponsor to include our strategies and Conquer Risk Funds in their program. In addition, we may agree to assume certain costs that would otherwise be passed along to a financial institution or financial professional or their end client. This creates a conflict of interest as it incentivizes the financial institution or financial professional to select our strategies over others to avoid having to directly pay an expense or incurring an expense on behalf of their client. We mitigate these conflicts of interest by disclosing them to the financial institutions and financial professionals that recommend our strategies and the Conquer Risk Funds so that they can make informed decisions and appropriate disclosures to their clients. 3) The Conquer Risk Funds - Potomac also serves as investment adviser to a series of mutual funds, called the Conquer Risk Funds1. For additional information about the Conquer Risk Funds, including fees, expenses, and risk factors, please see each funds’ Prospectus and Statement of Additional Information. Risks About Potomac’s Investment Strategies The investment strategies managed by Potomac, and referenced on Exhibit A, may not be appropriate for all investors. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and investment strategies recommended or made by Potomac) will be profitable. Investment returns will fluctuate, and you may lose money. Investing involves risk that you should be prepared to bear. All investments in securities include the possible risk of loss of your principal and profits. Additional information regarding the risks associated with the investments that may be owned is more fully explained in the prospectus provided by the investment companies. Please read the prospectus of the individual funds for more information. Not Legal Advice or Tax Advice Neither Potomac, nor any of its representatives, serves as an attorney, accountant, or insurance agent, and no portion of Potomac’s services should be construed as legal or accounting advice.