4(A) Descrip�on of your Investment Advisory Firm Adviser is a limited liability company that was organized on July 1, 1999, under the laws of the State of Alabama. Adviser became registered as an investment advisory firm in Alabama on November 23, 1999, and as a federally registered investment adviser under the Investment Advisers Act of 1940, as amended, (“Advisers Act”) and is regulated by the SEC on November 30, 2001. Adviser has changed its name several �mes since its original organiza�on. Its current name, Waverly Advisors, LLC, was adopted as of October 10, 2022. McShane Partners is an assumed name of Adviser. Adviser uses the McShane Partners trade name in connec�on with the investment advisory services of some of its investment adviser representa�ves based in North Carolina. Adviser is owned by WAAM Parent, LLC. WAAM Parent, LLC has mul�ple owners. HGCC Fund IV-A, L.P. holds, indirectly, through its ownership interests in Aspire Holdings, LLC, Project Charlie Acquisi�ons, LLC and WAAM Topco, LLC, more than 25% of the ownership interests of Adviser. Our Chief Execu�ve Officer is Joshua L. Reidinger, and our President is Jus�n T. Russell. Adviser is a fee-only investment advisory firm, offering investment management, financial planning, and consul�ng services. As discussed below, Adviser services include investment advisory services, financial planning and related consul�ng services. Adviser has an Investment Commitee. The Investment Commitee meets periodically to review and make decisions with respect to various investment related maters, including investment strategies, best execu�on, securi�es valua�on and alterna�ve investments. 4(B) Descrip�on of Investment Advisory Services Offered (1) Advisory Services As a federally registered investment adviser, Adviser, as well as our investment adviser representa�ves, serve our Clients in a fiduciary capacity. We are required to act in the best interest of our clients and not put our own interests ahead of those of our clients. Assets Under Management and Assets Under Advisement Adviser provides investment supervisory or investment management services (“Investment Management Services”) with respect to those accounts of a client for which Adviser is engaged to provide Investment Management Services pursuant to an investment advisory service agreement between Adviser and such client (“Investment Advisory Agreement”) and which are held at Adviser’s Ins�tu�onal Custodians (the assets in such accounts being referred to as “Assets Under Management”). Investment Management Services include our con�nuous and regular supervision of Assets Under Management. Adviser provides periodic investment analysis of, and alloca�on recommenda�ons with respect to, (“Advisement Services”) those accounts of a client for which Adviser is engaged to provide Advisement Services pursuant to an Investment Advisory Agreement and which o�en are held at broker-dealers or other custodians (“Custodians”) other than Adviser’s Ins�tu�onal Custodians (the assets in such accounts being referred to as “Assets Under Advisement”). The supervision of Assets Under Advisement is not con�nuous and regular. Adviser generally has no trading authority or discre�on (see Item 16 – Discre�onary Authority), with respect to Assets Under Advisement and is not responsible for arranging or effec�ng the purchase or sale of any Assets Under Advisement. Instead, each client with Assets Under Advisement, (and/or, if applicable, any investment professional other than Adviser engaged by such client as investment adviser with trading authority with respect to any of the Assets Under Advisement), and not Adviser, is solely responsible for directly implemen�ng any recommenda�ons made by Adviser rela�ve to such Assets Under Advisement. In the event that any client desires that Adviser provide discre�onary Investment Management Services (whereby Adviser would have trading authority) with respect to any por�on of any Assets Under Advisement, the client and Adviser must expressly agree, pursuant to an amendment of the Investment Advisory Agreement, that such por�on of any Assets Under Advisement shall become Assets Under Management, which may require the transfer of any such por�on of any Assets Under Advisement to an account at an Adviser Ins�tu�onal Custodian. Adviser provides discre�onary and non-discre�onary advisory services to por�olios comprising separately managed client accounts and pooled investments vehicles (including mutual funds, private investment funds or hedge funds). For separately managed accounts, investment decisions are based on factors, including a client’s investment objec�ve, overall or account-specific risk tolerances, net worth, net income, age, investment �me horizon, income, liquidity, taxes, limita�ons on investment holdings, and other suitable factors. Sources of informa�on used to develop investment recommenda�ons include client ques�onnaire(s) and interview(s), review of client’s current por�olio, client’s personal financial plan, analysis of historical risk/return characteris�cs of various asset classes, analysis of the long-term outlook for global financial markets and analysis of the long-term global economic and poli�cal environments. Each client works directly with one or more investment adviser representa�ves that are members of our investment advisory team and have been assigned to such client. These investment adviser representa�ves recommend specific investment strategies, based on such client’s investment objec�ves, overall or account- specific risk tolerances and stated goals and needs. Affiliated Private Investment Funds. Directly Affiliated Funds Adviser is directly affiliated with the following private investment funds: Haines Opportunity Por�olio II, LLC (Class A), HFA, Ltd. and HS Select I, LLC (together, the “Directly Affiliated Funds”), and the condensed descrip�ons of each are set forth below (the complete descrip�on of the terms and condi�ons for par�cipa�on in, as well as certain conflicts of interest and risk factors with respect to, each Directly Affiliated Fund is set forth in each Directly Affiliated Fund’s offering documents). Haines Opportunity Portfolio II, LLC (Class A) – Adviser is the manager of, and investment adviser to, Haines Opportunity Por�olio II. This LLC seeks long-term capital apprecia�on with less dependence on market condi�ons. The Fund uses a select group of asset managers that employ primarily diversified equity-related investment strategies aimed at genera�ng appropriate risk-adjusted returns. HFA, Ltd – Adviser is general partner in, and investment adviser to, HFA, Ltd. The partnership exists to make direct investments in real estate. HS Select I, LLC – Adviser is investment adviser to, and managing member of, HS Select I, LLC. None of these Directly Affiliated Funds are open to new investors and all are currently winding down in connec�on with the liquida�on of remaining assets. Adviser no longer recommends that clients allocate a por�on of their investment assets to any of the Directly Affiliated Fund. However, Adviser may recommend that clients allocate a por�on of their investment assets to HS Select I, LLC (the third of these Directly Affiliated Funds) or any of the Indirectly Affiliated Funds noted below. Our clients are under absolutely no obliga�on to consider or make an investment in any Directly Affiliated Fund. Indirectly Affiliated Funds Adviser is also indirectly affiliated with (through its ownership of Waverly Funds Group, LLC ), and serves as the investment adviser to, Waverly Opportunity Fund, LP, Waverly Opportunity Fund II, LP, BT Select Fund I, LP, Waverly Growth Fund I, LP, and Waverly Income Fund, LP (the “Indirectly Affiliated Funds”), privately offered pooled investment vehicles exempt from registra�on under the Investment Company Act of 1940. Waverly Funds Group, LLC is the general partner of the Indirectly Affiliated Funds and is responsible for their overall management. As the investment manager of the Indirectly Affiliated Funds, Adviser is responsible for the management of the Indirectly Affiliated Funds’ por�olios pursuant to the terms of the investment management agreements between itself and each of the Indirectly Affiliated Funds. Adviser has full discre�onary authority with respect to the investment decisions for the Indirectly Affiliated Funds, and its advice is made in accordance with the investment objec�ves and guidelines as set forth in the Indirectly Affiliated Funds’ confiden�al offering memorandums. . Our clients are under absolutely no obliga�on to consider or make an investment in any Indirectly Affiliated Fund. Unaffiliated Private Investment Funds. Adviser also provides investment advice regarding unaffiliated private investment funds (“Unaffiliated Funds”). Adviser, on a non-discre�onary basis, may recommend that certain qualified clients consider an investment in Unaffiliated Funds, which are described (their terms, condi�ons, risks, conflicts and fees, including incen�ve compensa�on) in the applicable Unaffiliated Fund’s offering documents. Our role rela�ve to Unaffiliated Funds is limited to its ini�al and ongoing due diligence and investment monitoring services. If a client determines to become an Unaffiliated Funds investor, the amount of assets invested in such Unaffiliated Fund(s) shall be included as part of “assets under management” for purposes of our calcula�on of our Adviser Fee. Our Adviser Fee shall be in addi�on to the fees charged by any such Unaffiliated Fund. Adviser’s clients are under absolutely no obliga�on to consider or make an investment in any Unaffiliated Fund. Please Note: Conflict of Interest. Because Adviser and/or its affiliates earns compensa�on from the Directly Affiliated Funds or Indirectly Affiliated Funds (i.e., management fees, incen�ve compensa�on, etc.) that generally exceeds the fee that Adviser earns under its standard asset-based fee schedule referenced in Item 5 below, a recommenda�on to a client to invest in any of the Directly Affiliated Funds or Indirectly Affiliated Funds investor presents a conflict of interest. No client is under any obliga�on to become an investor in any of the Directly Affiliated Funds or Indirectly Affiliated Funds. Given the conflict of interest, Adviser advises that clients consider seeking advice from independent professionals (i.e., atorney, accountant, adviser, etc.) of their choosing prior to becoming an investor in any of the Directly Affiliated Funds or Indirectly Affiliated Funds. As an adviser to the Directly Affiliated Funds or Indirectly Affiliated Funds, Adviser provides investment advice to a private pooled vehicle that is invested according to each funds’ governing documents. Investors in the Directly Affiliated Funds or Indirectly Affiliated Funds do not receive tailored investment advice related to their investment in any Directly Affiliated Funds or Indirectly Affiliated Funds. (2) Types of Securi�es/Investments Adviser provides Investment Management Services in rela�on to diverse types of securi�es/assets, including tradi�onal investments and alterna�ve investments. Tradi�onal Investments typically include conven�onal stocks of publicly-traded companies, bonds or cash (or cash equivalents), as well as mutual funds or ETFs that invest in such tradi�onal asset classes. Investments that are not strictly in tradi�onal asset classes are o�en referred to as Alterna�ve Investments. There are many different types of investments in this alterna�ve investments category. Some are liquid; others are semi-liquid or illiquid. Alterna�ve investments are capable of adding meaningful diversifica�on to a por�olio of tradi�onal investments, poten�ally reducing overall por�olio risk through low (or lower) correla�on while enhancing long-term returns. Investments in alterna�ve asset classes (whether direct or indirect through underlying funds) include futures, op�ons, swaps, and insurance-linked securi�es, business development corpora�ons (BDC), direct par�cipa�on programs (DPP), interval funds, nontraded closed-end funds, private equity, venture capital, 1031 exchanges, Delaware statutory trusts (DST), opportunity zone qualified opportunity funds, nontraded preferred stock issued by REITs, hedge funds, private credit, mortgage related or other asset backed securi�es, hard assets or deriva�ves. (3) Financial Planning Financial Planning is defined in the Code and Standards of the CFP® Board as a “collabora�ve process that helps maximize a Client’s poten�al for mee�ng life goals through Financial Advice that integrates relevant elements of the Client’s personal and financial circumstances” (“Financial Planning”). In other words, Financial Planning is a type of financial advice that requires certain collabora�on and integra�on. Adviser provides Financial Planning only upon its receipt of a client’s request to do so. Adviser may require its engagement to provide Financial Planning to be memorialized in a writen financial planning agreement (“Financial Planning Agreement”) that sets forth the terms of the engagement, including the specific scope of the services. Financial Planning may involve consulta�on, comprehensive or issue-based analysis or recommenda�ons in various financial planning areas, including 1) financial posi�on, 2) protec�on planning, 3) investment planning, 4) tax planning, 5) re�rement planning, 6) estate planning. The scope of Financial Planning also extends to addi�onal areas, including execu�ve compensa�on, divorce planning or business planning. Upon our engagement by a client to prepare a financial plan pursuant to a Financial Planning Agreement, Adviser will review the por�on of the present financial situa�on of such client relevant to the engagement and, based on the stated objec�ves and needs of such client, provide a writen report containing an analysis and recommenda�ons. Neither Adviser nor its investment adviser representa�ves are responsible for undertaking the implementa�on of any recommenda�ons made by Adviser to any client in connec�on with our Financial Planning services, unless engaged and expressly instructed to do so by such client. The Financial Planning services provided by Adviser are sta�c, meaning that neither Adviser nor its investment adviser representa�ves are responsible for monitoring, making any updates to or supplemen�ng any Financial Planning services a�er our delivery or presenta�on of the Financial Planning services, as the Financial Planning services are based solely upon data and informa�on delivered to or obtained by Adviser in connec�on with our client’s request for Financial Planning Services reasonably in advance of our development and comple�on of the originally requested Financial Planning services. If a client wishes for Financial Planning services previously delivered or presented by Adviser to be updated or supplemented, such client must make such request in wri�ng and Adviser may require such engagement for an update or supplement to be memorialized in an addi�onal Financial Planning Agreement. In the event that a prospective client does not wish to become an Investment Management Services or Advisement Services client of Adviser at the beginning of the rela�onship, but wishes to receive (1) Financial Planning services, (2) financial advice that does not cons�tute Financial Planning and/or (3) consul�ng services (including investment and non-investment related maters, including estate planning, insurance planning, etc.), Adviser may determine to provide any such services on a stand-alone separate fee basis. If requested by the client, Adviser may recommend the services of other professionals for implementa�on purposes, including our representa�ves in their individual capaci�es as cer�fied public accountants. (See disclosure and descrip�ons of conflicts of interest at Item 10 - Other Financial Industry Ac�vi�es and Affilia�ons). The client is under no obliga�on to engage the services of any such recommended professional. The client retains absolute discre�on over all such implementa�on decisions and is free to accept or reject any recommenda�on from Adviser. Please Note: If the client engages any such recommended professional, and a dispute arises therea�er rela�ve to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all �mes, the engaged licensed professional[s] (i.e., atorney, accountant, insurance agent, etc.), and not Adviser, shall be responsible for the quality and competency of the services provided. It remains the client’s responsibility to promptly no�fy Adviser if there is ever any change in his/her/its financial situa�on or investment objec�ves for the purpose of reviewing/evalua�ng/revising our previous recommenda�ons and/or services. Adviser u�lizes various so�ware in connec�on with its analysis of financial planning relevant informa�on and its provision of Financial Planning, including the subscrip�on service of eMoney Advisor, LLC (an affiliate of Fidelity Investments) and Right Capital Inc. (4) Financial Advice that is not Financial Planning Financial advice rela�ng to any area of a client’s overall financial situa�on, that does not cons�tute Financial Planning, Investment Management Services or Advisement Services, falls within the scope of the Investment Advisory Agreement between Adviser and any client (therefore, every client that receives Investment Management Services or Advisement Services pursuant to an Investment Advisory Agreement is en�tled to receive such limited financial advice, upon request, without the need to sign a separate agreement for such financial advice). Such limited financial advice may include a review of Assets Of Record for the informa�onal purpose of gaining a more comprehensive perspec�ve of a client’s financial situa�on. “Assets Of Record” or “AOR” means those securi�es, cash or cash equivalents, or other financial, investment or insurance instruments, or related contracts, in each case, of a client, other than Assets Under Management or Assets Under Advisement, which a client has expressly iden�fied to Adviser. Please Note: Adviser believes that it is important for each Investment Management Services or Advisement Services client of Adviser to raise any financial advice related issues of such client with Adviser on an ongoing basis and for Adviser to address the same. Except in extraordinary circumstances, as described in the preceding paragraph (6), our Adviser Fee, as set forth at Item 5- Fees and Compensa�on, will remain the same, whether or not the client raises any financial advice issues with Adviser. Not every communica�on from Adviser to any client cons�tutes Financial Advice. Adviser provides informa�onal or educa�onal informa�on, including through videos, podcasts, webinars, newsleters, ar�cles and general marke�ng, which does not cons�tute advice, recommenda�ons or Financial Advice. (5) Wealth Management Service Adviser may make available to clients a subscrip�on (“Subscription”) to third-party web-based wealth management financial informa�on services (“Wealth Management Service”) that provides real-�me, on-demand, interac�ve financial experiences through Client accessible portals (“Wealth Management Portals”). Currently, the Wealth Management Portals u�lize the financial planning service of eMoney Advisor, LLC (an affiliate of Fidelity Investments) and Right Capital, Inc. The Wealth Management Service may include Automa�c Account Informa�on Aggrega�on Service, Addi�onal Manually Entered Informa�on, Efficiencies, Reports, Collabora�on, Online Vault and Mobile Access. The powerful interactive financial planning tools of the Wealth Management Service allow clients with a Subscription to access up-to-date information with respect to many of their financial investments and to generate multiple reports, some providing historical information and other projections. Clients that use the Wealth Management Service experience many benefits, including substantial savings of time from not needing to manually update lots of information and the simplification of understanding large quantities of interrelated data thanks to the logical arrangement and visually appealing presentation of such data in the form of reports. For example, the Wealth Management Service is able to create helpful projec�ons of the long-term value of Assets Under Management, Assets Under Advisement or Assets Of Record by applying assump�ons with respect to infla�on, earning rates and tax rates. (6) Addi�onal Services Services other than Investment Management Services, Advisement Services, Financial Planning or Financial Advice (described above in this Item 4), including business consul�ng rela�ng to maters affec�ng any business of a client, require an addi�onal agreement (which may be in the form of an exhibit to the Investment Advisory Agreement). (7) Re�rement Plan Consul�ng Services Adviser offers re�rement plan consul�ng services to various types of re�rement plans, which may include profit sharing plans, employee stock ownership plans, employer par�cipant-directed re�rement plans, employer trustee- directed plans, and others. Collec�vely, Adviser considers these types of plans as a specific segment of clients and refers to these types of clients as “Waverly retirement plan clients”. Employer Trustee-Directed Plans. Adviser may be engaged to provide discre�onary investment advisory services to ERISA re�rement plans, whereby Adviser shall manage plan assets consistent with the investment objec�ve designated by the Plan trustees. In such engagements, Adviser will serve as an investment fiduciary as that term is defined under The Employee Re�rement Income Security Act of 1974 (“ERISA”). Adviser will generally provide services on an “assets under management” fee basis per the terms and condi�ons of an Investment Advisory Agreement between the plan and Adviser. Par�cipant Directed Re�rement Plans. Adviser may also provide investment advisory and consul�ng services to par�cipant directed re�rement plans per the terms and condi�ons of a Re�rement Plan Services Agreement between Adviser and the plan. For such engagements, Adviser shall assist the plan sponsor with the selec�on of an investment pla�orm from which plan par�cipants shall make their respec�ve investment choices (which may include investment strategies devised and managed by Adviser), and, to the extent engaged to do so, may also provide corresponding educa�on to assist the par�cipants with their decision-making process. Adviser gathers and review extensive informa�on regarding each Adviser re�rement plan client on an individualized basis, including the objec�ves and needs of each Adviser re�rement plan client. Our re�rement plan consul�ng services generally include plan feasibility, plan design, and/or plan review. The scope of our re�rement plan consul�ng services can be narrow or broad, depending on the terms of the specific engagement of Adviser pursuant to the applicable Investment Advisory Agreement for re�rement plan consul�ng services. The following describes some of the services that Adviser is able to offer as part of its re�rement plan consul�ng services.
• Prepara�on of Investment Policy Statement (“IPS”) Adviser may meet with an Adviser re�rement plan client to determine the relevant plan’s investment needs and goals. If required by the Waverly re�rement plan client, Waverly will then prepare a writen IPS sta�ng those needs and goals and encompassing a policy under which these goals are to be achieved. The IPS will also list the criteria for selec�on of the plan’s investment op�ons/vehicles and the procedures and �ming interval for monitoring of investment performance.
• Recommenda�on of Investment Op�ons Adviser will review various investments, consis�ng predominantly of mutual funds (both index and managed) to determine which of these investments are appropriate to implement the IPS of Adviser re�rement plan client. Upon the comple�on of our review process, Adviser will recommend to Adviser re�rement plan client a specific number and type of investment op�ons for inclusion in the plan’s investment op�ons.
• Monitoring of Investment Performance A plan’s investment op�ons will be monitored periodically based on the procedures and �ming intervals delineated in the IPS or as otherwise set forth by Adviser re�rement plan client. Adviser will supervise the plan por�olio and will make recommenda�ons to Adviser re�rement plan client as market factors and the plan’s needs dictate.
• Plan Performance Repor�ng In conjunc�on with our monitoring ac�vi�es, Adviser may also provide periodic reports regarding the performance of a pension plan and its underlying investment op�ons. Such reports may include analysis from both Adviser as well as outside par�es engaged by Adviser to provide addi�onal analysis in regard to such plans. Such outside par�es would be engaged exclusively by Adviser and not by an Adviser re�rement plan client.
• Employee Communica�ons For Adviser re�rement plan clients whose plans offer plan par�cipants the ability to self-direct their own investments, Adviser may also provide educa�onal support and investment workshops designed for the plan par�cipants. The nature of the topics to be covered will be determined by Waverly in conjunc�on with the Waverly re�rement plan client under the appropriate ERISA guidelines. The educa�onal support and investment workshops will not be designed so as to provide plan par�cipants with individualized, tailored investment advice or individualized, tailored asset alloca�on recommenda�ons.
• Advice to Par�cipants Unless separately engaged to do so by a plan par�cipant, Adviser will not provide individualized advice to such plan par�cipant, monitor a plan par�cipant’s situa�on or otherwise supervise or consult on the ongoing management of a par�cipant’s assets within the plan or otherwise. Upon a plan par�cipant’s separate engagement of Adviser as his or her investment adviser, Adviser will provide individualized advice to such plan par�cipant per the terms of the applicable Financial Planning Agreement, Consul�ng Agreement, or Investment Advisory Agreement.
• Co-Fiduciary Rela�onship For certain plans that are subject to the Employee Re�rement Income Security Act of 1974 (“ERISA”), Adviser will act as a ‘fiduciary’ as defined in ERISA.
• Plan Administra�on/Custody Services Adviser provides re�rement plan administra�on services to re�rement plan sponsors. Adviser has engaged American Trust Corpora�on (“ATC”) to assist Adviser with its provision of such plan administra�on services. Adviser

compensates ATC for its services. There is no extra charge to the plan sponsor or its par�cipants as a result of our engagement of ATC. In addi�on, Adviser recommends that its re�rement plan clients consider engaging the custody services provided by Mid Atlan�c Trust Company (“MATC”). Adviser recommends MATC because MATC is generally able to provide plan sponsors with lower cost custody services. MATC and ATC are affiliated entities. Neither Adviser nor any of its employees receive any economic considera�on from either MATC or ATC. ERISA / IRC Fiduciary Acknowledgment If a client is: (i) a re�rement plan (“Plan”) organized under ERISA; (ii) a par�cipant or beneficiary of a Plan subject to Title I of ERISA or described in sec�on 4975(e)(1)(A) of the Internal Revenue Code, with authority to direct the investment of assets in his or her Plan account or to take a distribu�on; (iii) the beneficial owner of an Individual Re�rement Account (“IRA”) ac�ng on behalf of the IRA; or (iv) a Retail Fiduciary with respect to a plan subject to Title I of ERISA or described in sec�on 4975(e)(1)(A) of the Internal Revenue Code: then Adviser represents that it and its representa�ves are fiduciaries under ERISA or the Internal Revenue Code, or both, with respect to any investment advice provided by Adviser or its representa�ves or with respect to any investment recommenda�ons regarding an ERISA Plan or par�cipant or beneficiary account. (8) Re�rement Plan Roll Overs – Fiduciary Status/Conflict of Interest/No Obliga�on ERISA and/or the Internal Revenue Code, which are laws governing re�rement accounts, have specific provisions dealing with, and requirements rela�ng to, any investment adviser or investment adviser representa�ve making recommenda�ons to roll over assets from the re�rement plan of an investor to an account managed by such investment adviser. Fiduciary Status Adviser represents that it and its investment adviser representa�ves are fiduciaries under ERISA and/or the Internal Revenue Code, as applicable. As fiduciaries, Adviser and its investment adviser representa�ves adhere to the impar�al conduct standards and are required, when making such roll over recommenda�ons to a client, to act in the best interest of such client and not to put the interests of Adviser or our investment adviser representa�ves ahead of those of such client. Under the fiduciary duty rule, as applicable within the realm of ERISA and/or the Internal Revenue Code, Adviser and our investment adviser representa�ves must also:
• meet a professional standard of care when making such roll over recommenda�ons (give prudent advice);
• never put their financial interests ahead of that of any client receiving such roll over recommenda�ons (give loyal advice);
• avoid misleading statements about conflicts of interest, fees, and investments;
• follow policies and procedures designed to ensure that they give advice that is in the best interest of such client receiving such roll over recommenda�ons;
• charge no more than is reasonable for our services; and
• give our clients basic informa�on about conflicts of interest. Re�rement Plan Op�ons Any prospec�ve or exis�ng client leaving an employer typically has four op�ons regarding an exis�ng re�rement plan (and may engage in a combina�on of these op�ons): i) leave the money in the former employer’s plan, if permited, ii) if the client is joining a new employer, roll over the assets to the new employer’s plan, provided that one is available and roll overs are permited, iii) roll over to an Individual Re�rement Account (“IRA”), or iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). Adviser has developed an internal re�rement plan roll over process requiring the performance of a detailed analysis and the comple�on and delivery of client-specific disclosure documenta�on before the transmission of any recommenda�on to roll over re�rement plan assets, including in each case: i) the investment op�ons available in the re�rement plan versus the investment op�ons available in an IRA, ii) fees and expenses in the plan versus the fees and expenses in an IRA, iii) the services and responsiveness of the plan’s investment professionals versus Adviser, iv) the protec�on of assets from creditors and legal judgments, v) required minimum distribu�ons, beneficiary op�ons, age considera�ons, and vi) employer stock tax consequences, if any. No prospec�ve or exis�ng client is under any obliga�on to roll over re�rement plan assets to an account subject to the Investment Management Services of Adviser or to engage Adviser to provide Advisement Services with respect to any re�rement plan assets. Conflict of Interest When an investment adviser or an investment adviser representa�ve makes a recommenda�on to a client or prospec�ve client that entails new or addi�onal compensa�on to the investment adviser or the investment adviser representa�ve, such investment adviser or investment adviser representa�ve has an economic incen�ve to make such recommenda�on, and this creates a conflict of interest (see Please Note below). In contrast, a recommenda�on that a client or prospec�ve client leave such client’s plan assets with such client’s former employer or roll the assets to a plan sponsored by a new employer will generally result in no compensa�on to Adviser (unless clients engage Adviser to monitor and/or manage the account while maintained at his/her employer). Clients and prospects hereby are advised of the existence of a conflict of interest and a prohibited transac�on in such situa�ons and to evaluate whether the addi�onal compensa�on payable to Adviser in considera�on for our provision of services with respect to rolled over assets is appropriate and acceptable. Specifically, in the context of a recommenda�on by Adviser or any of its investment adviser representa�ves to a prospec�ve or exis�ng client that such client or prospect roll over re�rement plan assets of such client or prospect into an account subject to the Investment Management Services of Adviser, if Adviser earns an addi�onal Adviser Fee with respect to the Investment Management Services applicable to any such rolled over assets, such recommenda�on creates a conflict of interest. A similar conflict of interest arises in connec�on with a recommenda�on by Adviser or any of its investment adviser representa�ves to a prospec�ve or exis�ng client that such client or prospect engage Adviser to provide Advisement Services (defined above in Item 4(B)(3)) with respect to re�rement plan assets or other assets, if Adviser earns an addi�onal Adviser Fee for Advisement Services provided by Adviser with respect to such re�rement plan assets or other assets. Please Note: If, prior to the �me of a rollover recommenda�on by Adviser to any client, Adviser already provided Investment Management Services or Advisement Services with respect to such client’s employer plan assets subject to a par�cular Adviser Fee and the fee payable by the client a�er the roll over will be the same par�cular Adviser Fee, regardless of custodian or the client’s decision to process a rollover, the above economic incen�ve to recommend a rollover is moot. (9) Investments in Mutual Funds Most mutual funds are available directly to the public. Thus, a prospec�ve or exis�ng client can invest in many of the mutual funds that are recommended and/or u�lized by Adviser without the assistance of Adviser. Investments in mutual funds handled directly by a prospec�ve or exis�ng client are not Assets Under Management and, unless Adviser and such prospec�ve or exis�ng client expressly agree that such investments are Assets Under Advisement, those mutual fund investments handled directly by a prospec�ve or exis�ng client also will not be Assets Under Advisement. Only Assets Under Management and Assets Under Advisement are subject to our Investment Management Services and Advisement Services, respec�vely. In addi�on to these publicly-available mutual funds, Assets Under Management may include (i) ins�tu�onal level classes of mutual funds, which are not normally available to the retail consumer and generally only available through registered investment advisers, and (ii) other funds, which may only be available through certain advisers or Custodians. Thus, if a client terminates our services, restric�ons regarding transferability and/or addi�onal purchases of, or realloca�on among, certain funds may apply. Ins�tu�onal level classes of some mutual funds may charge lower internal expenses than similar retail classes of such funds. (10) Advisors Intelligent Por�olios Program When consistent with a client’s investment objec�ves, Adviser may offer por�olio management services through the Advisors Intelligent Por�olio Program (the “Program”), an automated investment program through which clients are invested in a range of investment strategies that Adviser has constructed and manages, each consis�ng of a por�olio of ETFs and a cash alloca�on. The client may instruct Adviser to exclude up to three ETFs from the client’s por�olio. The client’s por�olio is held in a brokerage account opened by the client at Charles Schwab & Co., Inc. (“CS&Co”). Adviser uses the Ins�tu�onal Intelligent Por�olios® pla�orm (“Platform”), offered by Schwab Performance Technologies (“SPT”), a so�ware provider to independent investment advisors and an affiliate of CS&Co, to operate the Program. Adviser is independent of and not owned by, affiliated with, or sponsored or supervised by SPT, CS&Co, or their affiliates (CS&Co, Charles Schwab Bank and their affiliates are collec�vely referred to as “Schwab”). Adviser, and not Schwab, is the client’s investment adviser and primary point of contact with respect to the Program. As between Adviser and Schwab, Adviser is solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and por�olio for the client’s investment needs and goals, and managing the client por�olio on an ongoing basis. Adviser has contracted with SPT to provide Adviser with the Pla�orm, which consists of technology and related trading and account management services for the Program. The Pla�orm enables Adviser to make the Program available to clients online and includes a system that automates certain key parts of its investment process (the “System”). The System includes an online ques�onnaire that helps Adviser determine the client’s investment objec�ves and overall risk tolerance and select an appropriate investment strategy and por�olio. Clients should note that Adviser recommends a por�olio through the System in response to the client’s answers to the online ques�onnaire. The client may then indicate an interest in a por�olio that is one level less or more conserva�ve or aggressive than the recommended por�olio, but Adviser then makes the final decision and selects a por�olio based on all the informa�on it has about the client. The System also includes an automated investment engine through which Adviser manages the client’s por�olio on an ongoing basis through automa�c rebalancing and tax- loss harves�ng (if the client is eligible and elects). Adviser charges clients a fee for its services as described below under Item 5 – Fees and Compensa�on below. Adviser fees are not set or supervised by Schwab. Clients do not pay brokerage commissions or any other fees to CS&Co. as part of the Program. Schwab does receive other revenues in connec�on with the Program, which are described in the “Compensa�on to Schwab Under the Program” sec�on below. Adviser does not pay SPT fees for the Pla�orm so long as it maintains $100 million in client assets in accounts at CS&Co. that are not enrolled in the Program. If Adviser does not meet this condi�on, then it must pay SPT an annual licensing fee of 0.10% of the value of our clients’ assets in the Program. This arrangement presents a conflict of interest, as it provides an incen�ve for Adviser to recommend that clients maintain their accounts at CS&Co. Notwithstanding such conflict of interest, Adviser may generally recommend to certain clients that they maintain investment management accounts at CS&Co based on the considera�ons discussed in Item 4(B)(12) below, which mi�gate but do not eliminate this conflict of interest. Clients enrolled in the Program are limited in the universe of investment op�ons available to them. For example, the investment op�ons available are limited to ETFs, whereas Adviser recommends various other types of securi�es in its other services. The Program is designed to provide guidance and professional assistance to individuals who are beginning the process of accumula�ng wealth. Clients will have access to their accounts and a financial interface online but will also have the opportunity to confer with Adviser with respect to their account. The System will rebalance a client’s account periodically by genera�ng instruc�ons to CS&Co to buy and sell shares of funds and deposi�ng or withdrawing funds through the “Sweep Program”, considering the asset alloca�on for the client’s investment strategy. Rebalancing trade instruc�ons can be generated by the System when (i) the percentage alloca�on of an asset class varies by a set parameter established by Adviser, (ii) Adviser decides to change asset alloca�on percentages for an investment strategy or (iii) Adviser decides to change a client’s investment strategy, which could occur, for example, when a client makes changes to their investment profile or imposes or modifies restric�ons on the management of their account. Each investment strategy involves a cash alloca�on (“Cash Allocation”) that will be held in a sweep program at Charles Schwab Bank (the “Sweep Program”). The Cash Alloca�on will be a minimum of 4% of an account’s value to be held in cash, and may be higher, depending on the investment strategy chosen for a client. The Cash Alloca�on will be accomplished through enrollment in the Sweep Program, a program sponsored by CS&Co. By enrolling in the Program, clients consent to having the free credit balances in their brokerage accounts at CS&Co. swept into deposit accounts (“Deposit Accounts”) at Charles Schwab Bank (“Schwab Bank”) through the Sweep Program. Schwab Bank is an FDIC-insured depository ins�tu�on that is a Schwab affiliate. The Sweep Program is a required feature of the Program. If the Deposit Account balances exceed the Cash Alloca�on for a client’s investment strategy, the excess over the rebalancing parameter will be used to purchase securi�es as part of rebalancing. If clients request cash withdrawals from their accounts, this likely will require the sale of fund posi�ons in their accounts to bring their Cash Alloca�on in line with the target alloca�on for their chosen investment strategy. If those clients have taxable accounts, those sales may generate capital gains (or losses) for tax purposes. In accordance with an agreement with CS&Co, Schwab Bank has agreed to pay an interest rate to depositors par�cipa�ng in the Sweep Program that will be determined by reference to an index. Under the Program, Clients do not pay fees to SPT or brokerage commissions or other fees to CS&Co as part of the Program. Schwab does receive other revenues, including (i) the profit earned by Charles Schwab Bank, a Schwab affiliate, on the alloca�on to the Schwab Intelligent Por�olios Sweep Program described in the Schwab Intelligent Por�olios Sweep Program Disclosure Statement (please see Item 5- Fees and Compensa�on a discussion of Sweep Account related issues, including that the interest paid on cash therein generally is substan�ally lower than the yield on a money market fund); (ii) investment advisory and/or administra�ve service fees (or unitary fees) received by Charles Schwab Investment Management, Inc., a Schwab affiliate, from Schwab ETFs™ Schwab Funds® and Laudus Funds® that Adviser selects to buy and hold in the client’s brokerage account; (iii) fees received by Schwab from third-party ETFs that par�cipate in the Schwab ETF OneSource™ program and mutual funds in the Schwab Mutual Fund Marketplace® (including certain Schwab Funds and Laudus Funds) in the client’s brokerage account for services Schwab provides; and (iv) remunera�on Schwab may receive from the market centers where it routes ETF trade orders for execu�on. (11) Accounts subject to Cash Sweep Feature Certain account Custodians can require that cash proceeds from account transac�ons or new deposits be swept to and/or ini�ally maintained in a specific custodian designated sweep account. Some sweep accounts combine the benefits of affording immediate liquidity, bearing interest and providing FDIC protec�on (up to certain limits). Custodians generally do not have a duty to provide our clients with the highest interest rates available and will instead seek to pay a lower rate, and a rate that is lower than other op�ons available in the market, including money market mutual funds and most cer�ficates of deposit. Banks have the financial incen�ve to pay all-in funding rates as low as the market will permit. There is no necessary linkage between rates of interest paid by Custodians with respect to funds subject to the sweep feature and the highest rates available in the market, including any money market mutual fund rates. By comparison, a money market mutual fund generally seeks to achieve the highest rate of return (less fees and expenses) consistent with the fund’s investment objec�ve, which can be found in the fund’s prospectus. As a result, the yield or interest on the cash balances in a sweep account will generally be lower than the yield or interest available if those cash balances were invested in money market funds. To help mi�gate the resul�ng yield dispersion, Adviser may purchase, using a por�on of the moneys subject to the sweep feature, a higher yielding money market fund available on the custodian’s pla�orm, provided that Adviser will not do so if there is a reasonable basis for maintaining the funds subject to the sweep feature, including if Adviser plans to u�lize the cash subject to the sweep feature in the short-term to purchase addi�onal investments for the client’s account, the client prefers FDIC (over SIPC) (if either is applicable) protec�on with respect to the funds or the client needs immediate liquidity of cash funds for distribu�on purposes. Excep�ons and/or modifica�ons can and will occur with respect to all or a por�on 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, an indica�on from the client of an imminent need for such cash, or the client has a demonstrable history of wri�ng checks from the account. Please Note: The above does not apply to the cash component maintained within an Adviser ac�vely managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indica�on 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. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transac�ons for cash balances maintained in any Adviser unmanaged accounts. (12) Schwab Advisor Network®. Adviser receives client referrals from Charles Schwab & Co., Inc. through our participation in the Schwab Advisor Network®. Our participation may raise potential conflicts of interest described below. Please See the disclosures at Items 12- Brokerage Prac�ces and Item 14 Client Referrals and Other Compensa�on. (13) Non-Investment Consul�ng/Implementa�on Services. To the extent requested by a client, Adviser may provide consul�ng services regarding non-investment related maters, such as estate planning, tax planning, insurance, etc. Neither Adviser, nor any of its representa�ves, serves as an atorney and no por�on of our services should be construed as same. To the extent requested by a client, Adviser may recommend the services of other professionals for certain non-investment implementa�on purposes (i.e., atorneys, accountants, insurance, etc.), including representa�ves of Adviser in their separate licensed capaci�es as discussed in Item 10(C) below. Clients are under no obliga�on to engage the services of any professional recommended by Adviser. Clients retain absolute discre�on over all such implementa�on decisions and are free to accept or reject any recommenda�on from Adviser. Please Note: If a client engages any such recommended professional, and a dispute arises therea�er rela�ve to such engagement, client’s sole recourse shall be from and against the engaged professional. At all times, engaged licensed professional[s] (i.e., atorney, accountant, insurance agent, etc.), and not Adviser, shall be responsible for the quality and competency of the services provided. Please Also Note: It remains the client’s responsibility to promptly no�fy Adviser if there is ever any change in the client’s financial situa�on, investment objec�ves or overall or account-specific risk tolerances for the purpose of reviewing/evalua�ng/revising our previous recommenda�ons and/or services. (14) Repor�ng Services. Adviser, in conjunc�on with the data aggrega�on services provided by Quovo, ByAllAccounts, Inc. or eMoney Advisor, LLC (third-party service providers unaffiliated with Adviser) may permit the client to aggregate Assets, as well as other assets, such as Assets Of Record, which are not part of the Assets (the “Excluded Assets”). The client and/or client’s other advisers that maintain trading authority, and not Adviser, shall be exclusively responsible for the investment performance of the Excluded Assets. Our role is expressly limited to providing the client with access to these data aggrega�on services. Adviser does not have trading authority for the Excluded Assets. As such, to the extent applicable to the nature of the Excluded Assets (assets over which the client maintains trading authority vs. trading authority designated to another investment professional), the client (and/or the other investment professional), and not Adviser, shall be exclusively responsible for directly implemen�ng any recommenda�ons rela�ve to the Excluded Assets. Adviser shall not be responsible for any implementa�on error (�ming, trading, etc.) rela�ve to the Excluded Assets. In the event a client desires that Adviser provide discre�onary investment advisory services (whereby Adviser would have trading authority) with respect to any Excluded Assets, the client may engage Adviser to do so by amending the scope of services under the terms and condi�ons of the Investment Advisory Agreement between Adviser and the client. (15) Plan Administra�on/Custody Services. Adviser provides re�rement plan administra�on services to re�rement plan sponsors. Adviser has engaged American Trust Corpora�on (“ATC”) to assist Adviser with its provision of such plan administra�on services. Adviser shall compensate ATC for its services. There is no extra charge to the plan sponsor or its par�cipants as the result of our engagement of ATC. In addi�on, Adviser recommends that its re�rement plan clients consider engaging the custody services provided by MATC. Adviser recommends MATC because MATC is generally able to provide plan sponsors with lower cost custody services. MATC and ATC are affiliated en��es. Neither Adviser, nor any of its employees, receive any economic considera�on from either MATC or ATC. 4(C) Client Tailored Services and Client-Imposed Restric�ons Adviser endeavors to tailor its advisory services to meet the specific needs of each client. When determining a suitable course of ac�on for an individual client, Adviser performs a review of such client’s financial circumstances and other factors that would influence the investment recommenda�ons we make to such client. Such a review may include investment objec�ves, considera�on of a client’s overall financial condi�on, income and tax status, personal and business assets, risk capacity, overall or account-specific risk tolerances, and other factors unique to a client’s par�cular circumstances. Adviser then allocates the client’s assets into one or more accounts consistent with the client’s designated investment objec�ve(s), overall or account-specific risk tolerance. Once allocated, Adviser provides ongoing supervision with respect to the account(s) to determine if any changes are necessary based upon various factors, including investment performance, fund manager tenure, style dri�, account addi�ons/withdrawals, and/or a material change in the client’s investment objec�ves, overall or account-specific risk tolerances or other par�cular financial circumstances. Before engaging Adviser to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement, Financial Planning Agreement, or Consul�ng Agreement with Adviser se�ng forth the terms and condi�ons of the engagement (including termina�on), describing the scope of the services to be provided, and the fee that is due from the client. In making investment recommenda�ons to clients, Adviser relies on data gathering documents or ques�onnaires completed by clients or completed by Adviser based on informa�on provided by clients, as well as other documenta�on received from clients. Clients may, at any �me, request reasonable restric�ons, excep�ons or other condi�ons, in wri�ng, regarding how Adviser provides its advisory services. Any restric�ons, excep�ons and /or condi�ons that clients impose on our investment management func�ons may affect the composi�on and performance of custom por�olios (as a result, performance of custom por�olios within the same investment objec�ve may differ and clients should not expect that the performance of a custom por�olio will be iden�cal to any other individual’s por�olio performance), as well as any recommenda�ons provided to such clients. 4(D) Wrap Fee Programs Our investment advisory services do not involve the use of wrap fee programs. 4(E) Adviser Clients Regulatory Assets Under Management (“AUM”) as of April 5, 2024: AUM (discre�onary): $11,137,370,000 AUM (non-discre�onary): $242,374,000 Total AUM: $11,379,744,000 Client Obliga�ons. In performing its services, Adviser is not required to verify any informa�on received from the client or from any of client’s other professionals and is expressly authorized by the client to rely thereon. Moreover, each client is responsible to promptly no�fy Adviser if there is any change in such client’s other professionals upon the informa�on of which Adviser relies.