Ownership The owner of AP is Ampersand Partners LLC. No owner represents more than 10% ownership of the LLC. Regulatory Assets Under Management As of December 31, 2023 AP client assets managed on a discretionary basis - $1,074,133,982.90 AP client assets managed on a non-discretionary basis - $98,926,427.58 Investment Products When acting as a portfolio manager, FAs of AP will use discretion to purchase or recommend various investments to clients based upon a review of each client's investment needs. Depending on client’s needs, these investments may include, but are not limited to:
• Equity Securities (exchange-listed, over the counter, foreign issuers)
• Warrants
• Corporate Debt Securities (including Floating Rate Notes)
• Commercial Paper
• Certificates of Deposits
• Municipal Securities
• Investment Company Securities (Variable Life Insurance, Variable Annuities, Mutual Fund Shares)
• United States Government Securities
• Option Contracts on Securities
• Interests in Partnerships investing in real estate, oil and gas, and others
• Exchange Traded Funds and Exchange Traded Notes
• Financial Assets other than stocks, bonds, or cash – which may be liquid or illiquid and registered or not registered with the SEC.
• Unit Investment Trusts Advisory Programs P ortfolio Manager Selection AP offers investment management of customer securities assets through various types of advisory programs summarized below. AP sponsors the investment advisory programs set forth below to address the investment needs of its clients. Clients have the option to select an FA of AP to manage client’s account(s) (“Account”) on a discretionary or non- discretionary basis or to have FA recommend third party money managers (“TPAs”) to help construct portfolios or to conduct day-to-day management. Clients may choose a TPA for which AP has performed due diligence, or they may select a TPA not reviewed by AP. Depending on the services chosen, the various advisory programs described below will, in some cases, cost the client more than if they separately purchased advisory services outside of a particular program, paid for transaction execution services or paid for third party investment management outside of the programs described below. The factors that can bear upon the relative cost of the service or program include the cost of the services if provided separately, the trading activity in the client's account based upon client’s investment objectives or FA’s portfolio management strategy and program selected and type of securities in which the client’s Account is invested. AP believes that each of our Clients has unique investment management and desired service needs from their FA. Given the independent financial professional business structure of our network, we also believe that our FAs are best positioned to understand the unique needs of their respective client bases. Prior to establishing an Account, clients should consider the associated fees and expenses associated with that Account (together, “Program Fees”) which will be detailed in writing in the Client’s Agreement(s). When considering a potential advisory fee proposal, Clients should carefully consider and negotiate with their FA relative to a range of factors, including but not limited to: a) the level of assets the Client intends to maintain under management in the Program; b) the overall business relationship and level of business and accounts the Client maintains with AP and the FA for investment advisory, brokerage, or other services, both as part of and outside of the Program; c) the complexity of assets, investment management styles and strategies the Client desires the FA to provide in managing the Account; d) the desired level of interaction the Client expects to have with the FA with respect to the Account, as higher levels of interaction may cause an FA to seek to increase the overall advisory fee; e) AP’s Form ADV Part 2A – Disclosure Brochure and the FA’s brochure supplement; and f) any other factors or considerations the Client considers important or unique to the Client in determining a Program Fee which the Client would deem acceptable and appropriate for the Client’s needs and investment objectives. When a client opens an Account managed at Pershing, LLC (“Pershing”), and when agreed to in the client agreement, AP will charge a transaction fee / commission, in addition to the annual advisory fee some of which is utilized, to cover brokerage charges incurred by AP and assessed to the FA. When a client opens an Account managed at National Financial Services, LLC (“NFS”), such fees will not be charged. These fees create conflicts of interest as these fees reduce the expenses otherwise incurred by AP or FA related to client accounts. The Firm addresses these conflicts through maintenance of its Code of Ethics (“COE”), this disclosure to you, and supervision of the suitability of account type recommendations. The Firm also monitors the activities of FAs to confirm that the portfolio holdings are consistent with the investment objectives of the client and that the FA’s trading activity is consistent with his or her fiduciary duty to the client. 1.) Discretionary Advisory Program AP offers discretionary investment advisory services to its clients through its Investment Advisory Services Program (“Discretionary Advisory Program”). Through the Discretionary Advisory Program, the FA manages the investment and reinvestment of the client’s portfolio assets on a discretionary basis at Pershing. When granting discretionary authority, AP and client’s FA are authorized to place trades in client’s account without getting client consent prior to each trade. Client will open a brokerage account at Pershing for management of assets. FA will obtain a New Customer Account Agreement Form (“Agreement”) from each client in order to determine how to advise clients on the assets in the account. Also, FA will use the objectives and risk tolerance in Agreement to place trades consistent with client’s objectives and risk tolerance for the account. An FA will also, when agreed with client, recommend asset allocation targets to clients. 2.) Non‐Discretionary Advisory Program AP offers non-discretionary investment advisory services to its clients through its Investment Advisory Services Program (“Non-Discretionary Advisory Program”). Through the Non- Discretionary Advisory Program, AP manages the investment and reinvestment of the clients’ portfolio assets on a non- discretionary basis at Pershing and obtains consent from the client before placing each trade. Client will open a brokerage account at Pershing for management of assets. AP will obtain an Agreement from each client in order to determine how to advise clients on the assets in the account. An FA will also, when agreed with the client, recommend asset allocation targets to clients. 3.) &Partners Advisory Program &Partners Program combines Envestnet’s trading and management platform, and a customized selection of portfolios and strategists within an NFS brokerage account to provide clients an integrated advisory experience. Envestnet’s portfolio construction and monitoring technology works alongside the NFS brokerage platform to deliver customized investment options with ongoing feedback to the FA of needed adjustments. At client’s election, this program is available with either Discretionary or Non- Discretionary trading authority provided to AP and client’s FA. As part of account opening, FA will collect and memorialize client objectives for client’s account(s). By helping to assure portfolios are aligned to client goals and then efficiently monitored to remain on target, AP and FAs can react if a client’s portfolio deviates from client’s goals. Depending on options chosen in this program, fees will vary and Envestnet will operate as a platform administrator, co-advisor or sub-advisor. Envestnet maintains recommended account minimums, fee minimums, and fee ranges. Please review with your FA other options prior to using this program outside of those ranges. Please see the Envestnet’s ADV Part II Brochure, and account application for further details. If you have trouble accessing your copy of the ADV, please contact us in writing. 4.) Managed Account Command Program (Command/Lockwood) AP offers investment advisory services to some of its clients through a managed account program referred to as the Managed Account Command Program. An FA will assist the client in determining the suitability of the program for the client and then assist in determining the most suitable investment management firm, within the program, for the client. The FA is compensated through a comprehensive advisory fee, up to 3% annually. From this fee, Lockwood platform charges and manager charges are deducted, both of which vary based on the amount of assets under management and each individual investment manager and strategy. For more information on these costs, please contact your FA. The account will be assessed other charges associated with conducting a brokerage business, including charges imposed by third parties. Please refer to Fee Schedule in Item 5 – Fees and Compensation for additional information concerning these charges. 5.) 1042 Consulting AP offers discretionary investment advisory services for some of its clients who desire assistance with establishing a strategy and executing that strategy relating to the acquisition and management of an investment portfolio of Qualified Replacement Property (QRP) in accordance with Internal Revenue Code Section 1042. AP assists clients seeking such a strategy to identify and purchase qualifying securities, determine if financing is needed for purchasing QRP, provide ancillary services, such as coordinating and negotiating with various financial and investment firms and other third parties in connection with the acquisition of QRP, and to prepare statements of purchases and summary reconciliations to assist clients with administrative requirements. With respect to the 1042 Consulting program, AP charges a fee for the services plus brokerage commissions if a securities brokerage account is established by the client with AP. If a brokerage account is established it will be assessed other charges associated with conducting a brokerage business, including charges imposed by third parties. Please refer to Fee Schedule in Item 5 – Fees and Compensation for additional information concerning these charges. 6.) Third Party Advisor (“TPA”) Investment Management Program AP offers client access to TPAs for the discretionary investment management of client Accounts and assets for which Clients enter into advisory agreements with AP and with third party RIAs or sub-advisors (“Investment Managers”) to offer the investment management and advisory services to clients of AP. Under these agreements, FA works with the client to review and select the best Investment Managers for client’s situation and assists client with associated onboarding and maintenance paperwork. AP and FA are compensated through an advisory fee of up to 3% annually. For all TPA programs other than &Partners Advisory Program, AP’s advisory fee is paid separately and then the applicable Investment Manager(s) sends an invoice for its/their fee as detailed in client agreement. For &Partners Advisory Program, a combined fee is charged that varies based on options chosen and covers Envestnet Platform Fees, Advisory Fees and other fees as noted in client agreement and Envestnet’s ADV II Brochure. AP performs due diligence reviews on the Investment Managers as discussed in detail further in this brochure. Additional information regarding these advisory arrangements will be disclosed at or before the time the clients execute Client Agreements by delivery of the Form CRS and Form ADV Part 2A for AP and Form CRS and ADV Part 2A for the respective Investment Manager, who is responsible for delivering their own Form CRS and ADV Part 2A to the Client. If Client does not receive Form CRS and/or ADV Part 2A from the Investment Manager, they may request, in writing, that AP provide one to them. In some cases, AP and its representatives have and will provide broker-dealer or investment services to the Investment Managers or their clients, including but not limited to executing trades of stocks and bonds for accounts not associated with the other TPA Programs, for which both AP and the Investment Manager are compensated. Please note that payment of such compensation to us and our FAs creates a conflict of interest and may provide an incentive for us to recommend Investment Managers who obtain additional investment services or recommend that their clients obtain such services from us. Although we and our FAs commit to acting in your best interests, the existence of such compensation could encourage us to make an unnecessary referral or cause us to withhold information about an alternate option that doesn’t provide equivalent compensation. We address this conflict by requiring any FA making such a referral to complete a Subadvisor Suitability Statement, and by maintenance of our Code of Ethics. Under this advisory program, and when agreed to in the client agreement, AP will charge a transaction fee / commission, in addition to the annual advisory fee, some of which is utilized to cover brokerage charges incurred by AP and assessed to the FA. Depending on activity in account, the account will be assessed other charges associated with conducting a brokerage business,

including charges imposed by third parties. Please refer to Fee Schedule in Item 5 – Fees and Compensation. for additional information concerning these charges. P articipating Managers 1.) InterOcean Capital, LLC (“IOC”), is a RIA who participates in the TPA Program. IOC receives a fee and AP receives a fee. The cost of brokerage commissions or fees on transactions executed with and away from AP shall be borne by the client. Client is referred to IOC’s Form CRS and Form ADV Part 2A for a complete discussion and disclosure regarding its programs and fees. 2.) Delta Asset Management (“DAM”), is a RIA who participates in the TPA Program. DAM receives a fee and AP receives a fee. The cost of brokerage commissions or fees on transactions executed with and away from AP shall be borne by the client. Client is referred to DAM’s Form CRS and Form ADV Part 2A for a complete discussion and disclosure regarding its programs and fees. 3.) Green Harvest Asset Management, LLC (“GH”), is a RIA who participates in the TPA Program. GH receives a fee and AP receives a fee. The cost of custodial services, brokerage commissions or fees on transactions executed with and away from AP will be borne by the client. Client is referred to their Custody Agreement and GH’s Form CRS and Form ADV Part 2A for a complete discussion and disclosure regarding its programs and fees. From time to time, when requested by FAs, AP may recommend other third-party Investment Managers to its clients in addition to those described above. T hird Party Portfolio Manager Selection Investment Managers are generally selected utilizing one of three standards or methodologies. First is through manager recommendations from trusted industry professionals for different asset models/investment styles in line with client objectives and goals. Second is done by screening various managers with whom our FAs are familiar. The managers are analyzed based on various characteristics, including, but not limited to, investment style, performance and risk. Due diligence information is gathered and reviewed. The third methodology is through the utilization of other due diligence and manager selection platforms that are provided by third party service providers, including but not limited to Lockwood, Envestnet and iCapital. For complete details regarding the investment philosophy, due diligence program and methodology used by these firms, you should refer to Form ADV and/or other disclosure documentation which is made available by the respective firm or inquire with your FA. All third-party managers are subject to annual due diligence reviews by AP or a manager selection platform for which information is collected on the respective Investment Managers. Other than the diligence steps described above, we assume no responsibility for the selection of the Investment Manager or the suitability of the recommendations or trades made by any Investment Manager. Where we have outsourced due diligence efforts to a third party, we in turn conduct due diligence initially and annually on the services provided by that third party. P erformance Review Neither AP nor any third-party reviews the portfolio and/or Investment Manager performance information to determine or verify its accuracy or its compliance with presentation standards. Additionally, you should be aware that performance information may not be calculated on a uniform and consistent basis. I nformation about Fees AP will generally assess advisory clients a negotiable fee that may consist of one or more of the following: 1.) an Advisory Fee, based on a specified percentage of the client’s assets under management; 2.) transaction fees / commission, currently only for Pershing accounts, which depending on the program selected are in addition to the annual Advisory Fee, some of which is utilized to cover brokerage charges incurred by AP and assessed to the FA. A dvisory Representative Disclosure AP shares the compensation it receives from client participation in the programs described in this Brochure with the FA who recommends the advisory program to the client and/or provides ongoing services within the program. The amount of this compensation is generally more than what the FA would receive if the client participated in our other programs or paid separately for investment advice, brokerage, and other services. Therefore, FAs have a financial incentive to recommend the advisory program over other programs or services. However, AP attempts to mitigate this conflict of interest through periodic reviews of advisory accounts to confirm compliance with applicable laws and AP's internal policies and procedures. FAs are required to complete a suitability form which details the additional services and attention which is given to an account over and above any transactions. Other Advisory Services O verview In addition to the investment management advisory services described above, AP also offers the following advisory services through FAs when selected by the client:
• Furnishing Advice Not Involving Securities
• Financial Planning
• ERISA 3(21) Investment Adviser Services
• Retirement Plan Educational Consulting Services
• Retirement Plan Participant Discretionary Account Management
• Research Report Services
• Publication of Newsletters or Periodicals
• Educational Seminars
• Consulting F urnishing Advice Not Involving Securities AP's financial planning services described above may include advice to individual clients relating to non-securities matters such as savings plans, spending habits, etc… F inancial Planning AP also offers financial advisory services to clients, including general financial planning and investment planning on a negotiable flat fee basis. E RISA 3(21) Investment Adviser Services AP offers non-discretionary “investment advice” within the meaning of ERISA 3(21). Such services include but are not limited to analysis and advice to the plan sponsor of its ERISA plan clients, but AP is not responsible for the investment management of any ERISA plan investment assets, and does not have investment discretion with respect to these accounts. We refer to our services as ERISA 3(21) Investment Adviser Services. AP tailors the ERISA 3(21) Investment Adviser Services to the specific services requested by an ERISA plan sponsor. At client’s request these services may be comprised of various non-discretionary investment advisory services, which may include but are not limited to any or all of the following services:
• Providing investment education, educational materials and enrollment services;
• Providing Retirement Plan Fiduciary educational, meeting and planning support;
• Assisting Plan Sponsor with meeting “broad range of investment alternatives” requirement under ERISA Section 404(c);
• Performance Monitoring and assessment of investments/assets, selected by Plan Sponsor and offered to Plan Participants;
• Assisting Plan Sponsor in the event the Sponsor chooses to make a change to recordkeeper;
• Participant Education Meetings with Plan Sponsor;
• Investment Assessment and Recommendations in accordance with Client Agreement; or
• Investment Policy Statement Consultation in accordance with Client Agreement R etirement Plan Educational Consulting Services AP offers non-3(21) services to provide information and educational materials to eligible participants of Retirement Plans. These services are not considered to be the rendering of investment advice for a fee for purposes of the Investment Advisors Act of 1940 or ERISA section 3(21)(A)(ii) as explained in U.S. Department of Labor Interpretive Bulletin 96-1 nor the Investment Advisors Act of 1940 and AP nor any of its FAs are considered a fiduciary of such Plans under ERISA 3(21) when providing these services. At client’s request, these services may be comprised of various non-discretionary investment advisory services, which can include but are not limited to any or all of the following services:
• Providing investment education and educational materials;
• Performance Reporting on assets, selected by Plan Sponsor and offered to Plan Participants;
• Assisting Plan Sponsor in the event the Sponsor chooses to make a change to recordkeeper; or
• Participant Education Meetings with Plan Sponsor. R esearch Report Services A related person of AP prepares a weekly market commentary and generally charges a fee of $500.00 a month for this service. This report is technical in nature. P ublication of Newsletters or Periodicals Related persons of AP prepare newsletters which are mailed periodically to clients and prospective clients. A variety of financial planning topics may be covered within these newsletters. R etirement Plan Participant Discretionary Account Management We provide an additional service for employer-sponsored retirement accounts not directly held in our custody, but where we can leverage a third party – Pontera – to allow us to trade in the account on behalf of a client. When the client elects this program, client will grant AP discretionary authority to manage client’s account through Pontera’s administration system. Client provides client’s account credentials to Pontera to enable this trading. In this program, the FA collects information on client’s goals and objectives for client’s account as the basis for ongoing management. AP may leverage an Order Management System to implement tax-efficient asset location and opportunistic rebalancing strategies on behalf of the client. We regularly review the available investment options in these accounts, monitor them, and rebalance and implement our strategies in the same way we do other accounts, though using different tools as necessary. In this program client will pay a negotiated annual management fee which includes the advisory fee which is shared between FA and AP and the fee charged (0.3% of client’s AUM) for Pontera’s services.This fee will be assessed and billed quarterly. Specifically, the exact amount charged is determined by the daily average account value over the course of the quarter. The current exception for this is directly-managed held-away accounts, which are determined by the account value at the end of the quarter. In either case, if AP only manages your assets for part of a quarter, the charge will be prorated. The advisory fee is a blended fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown in client’s advisory agreement and applying the fee to the daily average of the account value or the account value as of the last day of the previous quarter (per the paragraph above), resulting in a combined weighted fee. Investment management fees are generally directly debited on a pro rata basis from client accounts. The exception for this is directly-managed held-away accounts, such as 401(k)’s. Those fees will be assigned to a different account of client’s choosing or billed directly to client. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the amount of time remaining in the billing period. We are not affiliated with Pontera in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing client to connect an account(s) to the platform. Once Client account(s) is connected to the platform, FA will review the current account allocations. When deemed necessary, FA will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. E ducational Seminars Related persons of AP hold Educational Seminars, several times per year. Topics presented in each seminar include Retirement Planning, Estate Planning, and General Market Overview. I nvestment Objectives The clients’ investment objectives are initially determined based on financial information furnished by the clients, together in consultation between the clients and the applicable FA. Copies of the financial information and the investment objectives are furnished to any selected third-party investment managers if requested, in writing, by the client. T ermination Generally, the relationship between AP and its clients can be terminated by either party upon 30 days written notice. E ducation Our FAs are expected to have education and/or business backgrounds that enable them to perform their respective responsibilities effectively. In associating with each FA, we consider academic background (including studies in college and graduate schools, as well as degrees earned), industry training, licenses and certifications. Work experience in a related field, such as investments, commodities, insurance, banking or accounting, is also considered. No formal, specific standards have been set, but appropriate education and experience are required. Client is encouraged to review FA’s Form ADV Part 2B Brochure Supplement for additional information on each FA.