A. Grimes & Company, Inc. (“Grimes”) is a corporation formed on October 20, 1999, in the Commonwealth of Massachusetts. Grimes became registered as an Investment Adviser Firm in January 2000. Grimes is principally owned by Kevin T. Grimes, Timothy J. Grimes, and the Timothy J. Grimes Dynasty Trust. Timothy J. Grimes and Kevin T. Grimes are Grimes’ Principals. B. As discussed below, Grimes offers to its clients (individuals, business entities, trusts, pension and profit-sharing plans, estates and charitable organizations, and state or municipal government entities.) investment advisory services. Although Grimes does not hold itself out as providing financial planning and related consulting services, it may provide limited planning and related consulting services ancillary to the investment management process to the extent specifically requested by the client (See discussion below). INVESTMENT ADVISORY SERVICES Grimes works with each client to develop a customized investment strategy in an effort to satisfy the unique needs of each individual, family, or institution that they serve. Proprietary research and portfolio management systems are deployed to develop investment policy, implement portfolios and manage allocations and exposures. MISCELLANEOUS Financial Planning and Non-Investment Consulting/Implementation Services. Unless Grimes is specifically engaged to provide financial planning services per the terms and conditions of a separate executed addendum to the Investment Advisory Agreement, and separate fee (the amount of the fee [if any] shall depend upon the scope/complexity of the engagement and the amount of assets under management], any non-investment related advice (to the extent requested) provided incidental to the investment management engagement is generally limited to issue spotting and referrals (if requested) to corresponding unaffiliated professionals (i.e., attorney, CPA, insurance agent, etc.) for further review and potential implementation services. At all times, regardless of the level of advice/services, Grimes shall not be required to verify any documentation or information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon, if any such documentation or information is inaccurate or incomplete, the corresponding results or recommendations could be inaccurate or incomplete. Grimes does not serve as an attorney or an accountant, and no portion of our services should be construed as same. Accordingly, Grimes does not prepare legal documents or tax returns, nor does it offer or sell insurance. As indicated above, to the extent requested by a client, we may recommend the services of other professionals for non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.). The client is not under any obligation to engage any such professional(s). The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Grimes and/or its representatives. If the client engages any unaffiliated professional, recommended or otherwise, and a dispute arises thereafter relative to such engagement, the engaged professional shall remain exclusively responsible for resolving any such dispute with the client. At all times, the unaffiliated engaged licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not Grimes, shall be responsible for the quality and competency of the services provided. Private Investment Funds. Grimes may provide investment advice regarding private investment funds. Grimes, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in private investment funds, the description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the fund’s offering documents. Grimes’ role relative to unaffiliated private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become an unaffiliated private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of calculating the client’s investment advisory fee. Grimes’ fee shall be in addition to the fund’s fees. Clients are under absolutely no obligation to consider or make an investment in any private investment fund(s). . Risk: Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may maintain, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Valuation: In the event that Grimes references private investment funds owned by the client on any supplemental account reports prepared by Grimes, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. If no subsequent valuation post-purchase is provided by the Fund Sponsor, then the valuation shall reflect the initial purchase price (and/or a value as of a previous date), or the current value(s) (either the initial purchase price and/or the most recent valuation provided by the fund sponsor). If the valuation reflects the initial purchase price (and/or a value as of a previous date), the current value(s) (to the extent ascertainable) could be significantly more or less than the original purchase price. The client’s advisory fee shall be based upon reflected fund value(s). Use of Mutual and Exchange Traded Funds: Grimes utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Grimes’ investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Grimes), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. Grimes does not maintain or advocate an ESG investment strategy but will seek to employ ESG if directed by a client to do so. If implemented, Grimes shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. Cryptocurrency: Cryptocurrency is a digital currency that can be used to buy goods and services but uses an online ledger with strong cryptography (i.e., a method of protecting information and communications through the use of codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated and their price is determined by the supply and demand of their market. Because cryptocurrency is currently considered to be a speculative investment, Grimes will not purchase a cryptocurrency investment for client accounts. Rather, a client interested in purchasing cryptocurrency must complete their purchase independent of Grimes. Grimes does not recommend or advocate the purchase of, or investment in, cryptocurrencies. Grimes considers such an investment to be speculative. Clients who purchase a cryptocurrency investment should be prepared for the potential for liquidity constraints, extreme price volatility and complete loss of principal. Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Grimes recommends that a client roll over their retirement plan assets into an account to be managed by Grimes, such a recommendation creates a conflict of interest if Grimes will earn new (or increase its current) compensation as a result of the rollover. If Grimes provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Grimes is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Grimes, whether it is from an employer’s plan or an existing IRA. ERISA PLAN and 401(k) INDIVIDUAL ENGAGEMENTS:
• Trustee Directed Plans. Grimes may be engaged to provide investment advisory services to ERISA retirement plans, whereby Grimes shall manage Plan assets consistent with the investment objective designated by the Plan trustees. In such engagements, Grimes will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). Grimes will generally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and Grimes.
• Participant Directed Retirement Plans. Grimes may also provide investment advisory and consulting services to participant directed retirement plans per the terms and conditions

of a Retirement Plan Services Agreement between Grimes and the Plan. For such engagements, Grimes shall assist the Plan sponsor with the selection of an investment platform from which Plan participants shall make their respective investment choices (which may include investment strategies devised and managed by Grimes), and, to the extent engaged to do so, may also provide corresponding education to assist the participants with their decision making process.
• Client Retirement Plan Assets. If requested to do so, Grimes shall provide investment advisory services relative to the client’s 401(k) plan assets. In such event, Grimes shall recommend that the client allocate the retirement account assets among the investment options available on the 401(k) platform. Grimes shall be limited to making recommendations regarding the allocation of the assets among the investment alternatives available through the plan. Grimes will not receive any communications from the plan sponsor or custodian, and it shall remain the client’s exclusive obligation to notify Grimes of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Unless expressly indicated by Grimes to the contrary, in writing, the client’s 401(k) plan assets shall be included as assets under management for purposes of Grimes calculating its advisory fee. Grimes does not maintain client passwords to make account changes. OTHER: Portfolio Activity. Grimes has a fiduciary duty to provide services consistent with the client’s best interest. Grimes will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Grimes determines that changes to a client’s portfolio are neither necessary, nor prudent. Clients remain subject to the fees described in Item 5 below during periods of account inactivity. Tradeaway / Prime Broker Fees. If, in the reasonable determination of Grimes, it would be beneficial for certain client accounts, individual fixed income transactions may be effected through broker-dealers other than the account custodian, in which event, the client generally will incur both the fee (commission, mark-up/mark-down) charged by the executing broker-dealer and separate “tradeaway” and/or prime broker fee charged by the account custodian (i.e., Schwab, Fidelity, etc.). Specifically, for smaller, non-platform accounts, Grimes may use the fixed income analysis, support and execution services provided by SP Financial Group of Arkadios Capital. Sub-Advisory Engagements. Grimes may also serve as a sub-adviser to unaffiliated registered investment advisers per the terms and conditions of a written Sub-Advisory Agreement. With respect to its sub-advisory services, the unaffiliated investment advisers that engage Grimes' sub-advisory services maintain both the initial and ongoing day-to-day relationship with the underlying client, including initial and ongoing determination of client suitability for Grimes' designated investment strategies. If the custodian/broker- dealer is determined by the unaffiliated investment adviser, Grimes will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by Grimes. Higher transaction costs adversely impact account performance. Sub-Advisor to RMIF. Little Harbor Advisors, LLC, an unaffiliated SEC registered investment advisor (SEC# 801-78486), sponsors the Little Harbor Advisors Risk-Managed Income ETF (“RMIF”), an exchange traded fund registered under the Investment Company Act of 1940. Grimes has been engaged to serve as a sub-adviser to RMIF. Grimes is compensated by RMIF based upon the value of the ETF’s assets. Unless otherwise restricted, Grimes may allocate a portion of its client assets to RMIF. Any client assets allocated to RMIF by Grimes shall be excluded for the purpose of calculating the client’s quarterly advisory fee. However, such assets shall be subject to fees associated with investment in RMIF, a portion of which shall be paid to Grimes for its sub-advisory services. Clients are under absolutely no obligation to consider or make an investment in RMIF and may direct Grimes, in writing, not to utilize RMIF within their investment portfolio. Independent Managers. Grimes may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) shall have day-to-day responsibility for the active discretionary management of the allocated assets. Grimes shall continue to render investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which Grimes shall consider in recommending Independent Manager(s) include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fee charged by the Independent Manager(s) is separate from, and in addition to, Grimes’ advisory fee as set forth in the fee schedule at Item 5 below. Cash Positions. Grimes continues to treat cash as an asset class. As such, unless determined to the contrary by Grimes, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Grimes’ advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Grimes may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Grimes’ advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion Grimes shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Grimes reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. The above does not apply to the cash component maintained within a Grimes actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager and cash balances maintained for fee billing purposes. The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Grimes unmanaged accounts. Client Obligations. In performing its services, Grimes shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify Grimes if there is ever any change their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Grimes’ previous recommendations and/or services. Cybersecurity Risk. The information technology systems and networks that Grimes and its third-party service providers use to provide services to Grimes’ clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Grimes’ operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Grimes are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Grimes has established procedures to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that Grimes does not directly control the cybersecurity measures and policies employed by third- party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Disclosure Statement. A copy of Grimes’ written Brochure and Client Relationship Summary, as set forth on Part 2A of Form ADV and Form CRS respectively, shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement. C. Grimes shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, Grimes shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on Grimes’ services. D. Grimes does not participate in a wrap fee program. E. As of December 31, 2023, Grimes had $4,755,150,214 in regulatory assets under management on a discretionary basis and $95,218,796 on a non-discretionary basis for a combined $4,850,369,010 in regulatory assets under management.