Firm Description: Momentum Advisors, LLC (“Momentum” or "Firm") is a limited liability company that was organized on February 7, 2012, in the State of New York. Momentum is wholly-owned by Momentum Group, Inc. (“Momentum Group”), a New York corporation. Momentum Group is controlled by Allan Boomer, Kyle Pitts, Tiffany Hawkins, and William Platt, its principal shareholders. William Platt serves as the Managing Member and Chief Compliance Officer of Momentum. Momentum began offering advisory services on February 7, 2012. Advisory Services: The Firm offers individual wealth management, financial planning, investment management, portfolio management, consulting, and periodic newsletters and educational seminars. Tailored Relationships: Momentum provides investment advisory services specific to the individual needs of a client. The Firm works with each client to define an individualized risk profile and then constructs a unique portfolio based on an individual or organization’s ability and willingness to take risk. At least annually, the client’s investment objectives, restrictions, risk tolerance and time horizon are discussed and reviewed to make sure the investment strategy is aligned with the client’s objectives. Clients may impose restrictions in investing in certain securities or types of securities, in accordance with their values and beliefs. However, if any of the restrictions prevent the Firm from properly servicing the account, Momentum reserves the right to terminate the relationship. Portfolio Management: The Firm offers portfolio management services to its advisory clients and also offers its portfolio management services with the use of third-party investment advisers (“Subadvisers”) to its Clients. Momentum’s representatives consult with Clients to assess their financial situation and identify their investment objectives to implement investment solutions designed to meet the Client’s financial needs. Momentum has entered into agreements with certain Subadvisers to access certain investment services for Momentum’s Clients. These services permits Momentum to devise desired investment management strategies where Momentum is responsible for (1) determining the initial and ongoing suitability of the strategy for the investor; (2) devising or determining the specific initial and ongoing desired strategy; (3) monitoring performance of the strategy; and (4) modifying and/or terminating the management of the investor’s account using the strategies. The fees applicable to the Subadvisers’ services include financial advisory and subadvisory fees. The advisory fee is based on the total asset under management for each particular strategy utilized by the Client. Other fees for special services are also charged. The Client should consider all applicable fees before making a decision to establish an account. Wealth Management and Financial Planning Services: Momentum offers financial planning services at the inception of the client-adviser relationship, which provide a comprehensive evaluation of a client's overall financial situation. This assessment is then utilized to develop an implementation plan to help the client reach their stated financial goals. At the client’s direction, Momentum may coordinate with the client’s accountant, estate lawyer, insurance agent or other financial planner. Momentum receives no additional compensation for the financial planning services and from the client’s other advisors. Preliminary Meeting: The process starts with a preliminary meeting to explore the benefits and costs of preparing a financial plan (a fact-finding meeting), which is offered at no cost or obligation. Plan Development, Analysis, Design, Finalization, and Implemented: Information provided by the client is reviewed and analyzed. The financial plan is designed based on the client's objectives, interests, and family situation, and incorporates Momentum’s evaluation, including investments, taxes, insurance and risk management, estate planning, college planning, retirement, survivor needs, and senior care, among other factors. The recommended actions are presented to the client, and Momentum coordinates the implementation of the financial plan, monitors the progress made on the recommended actions, and updates the plan accordingly and as necessary Consulting Services: For those situations in which the preparation of a financial plan is unavailable, the Firm provides financial consulting on a fixed rate basis. Such consultation may include advice on only an isolated area(s) of concern such as business continuity and planning, estate planning, retirement planning, or any other specific topic. We also provide specific consultation and administrative services regarding investment and financial concerns of the client. Consulting recommendations include any specific product or services offered by an asset manager, broker‐dealer, bank, or insurance company. Wrap Fee Programs: The Firm does not participate in wrap fee programs. Insurance Products: Although the Financial Advisors do not offer insurance products through Momentum, certain Financial Advisors serve as insurance producers with affiliated licensed insurance agency, Momentum Risk Management and Momentum Life Brokerage (collectively, “Momentum Life”). Mr. William Platt, Mr. Kyle Pitts, Jason Mahabirsingh, and Andrea Gray are licensed to sell life insurance products in several states, including New York and New Jersey. A conflict of interest exists when a recommendation is made by an affiliated person of Momentum that a client purchase an insurance product from Mr. William Platt, Mr. Kyle Pitts, Mr. Jason Mahabirsingh, or Mrs. Andrea Gray in each person’s individual capacity as an insurance agent, as the receipt of commissions may provide an incentive to recommend investment and/or insurance products based on commissions to be received, rather than on a particular client’s need. Clients are not obligated to purchase any insurance commission products from a Momentum representative. Clients are reminded that they may purchase insurance products recommended by Momentum through other, non-affiliated insurance agents and agencies. Client Assets: As of December 31, 2023, the Firm managed $353,137,993.91 of regulatory assets under management. About $351,020,968.56 is managed on a discretionary basis and $2,117,025.35 is managed on a non-discretionary basis. FEES & COMPENSATION Financial Planning: Momentum does not charge a separate fee for Financial Planning, which is provided in connection with an assessment of the client’s financial goals. Nonetheless, all fees are agreed upon prior to the establishment of an investment advisory contract with the client. There is no minimum fee for Financial Planning clients. Consulting Services: For non-discretionary assets under management and for those clients who wish to retain the Firm's services to address specific financial services matters, a fixed monthly fee, typically $1500 per month is charged. However, this fixed monthly fee could be higher or lower depending on the complexity of the engagement. Payment for fixed consulting services is due as billed. Billing will be sent to the client at the end of the calendar month during the term of the agreement for any services performed during that period. Investment Management Services: The annual fee for discretionary investment management services is charged as a percentage of assets under management, according to the following fee schedule: Assets Under Management Annual Fee (%) 0-$1 million 1% (minimum annual fee is $3,000) $1 -$2 million 0.90% $2 million-$5 million 0.70% $5 million-$10 million 0.60% $25 million+ 0.50% For example, if a client’s account is valued at $6,000,000, the annual fee would be calculated as follows: ($6,000,000 x .60%) = $36,000. A minimum of $250,000 of assets under management is required for the Investment Management service. This minimum account size may be negotiable under certain circumstances. Clients are generally billed on either a quarterly or monthly basis, in arrears. Fees will be billed at the end of each calendar month or quarter based upon the value (market value or fair market value in the absence of market value) of the client's account at the end of the month or quarter. Any clients billed in advance will be notified in writing on their client agreement. Momentum may, in its sole discretion, waive or reduce fees charged to a client, or negotiate a fee to reflect the special circumstances of a client and the assets under management with the result that the client may pay a higher or lower fee than other clients receiving similar services. We may also group certain related client accounts for the purposes of determining the annualized fee. Further, discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our Firm. The Firm agrees to provide clients with advance written notice of any changes to its standard fee schedule that would result in a higher fee for clients than does the current fee schedule. Because of the way the Firm provides discretionary advisory services, the Firm is deemed to have limited custody of client assets. Courtesy Accounts: Some clients come to Momentum with various legacy holdings or assets. Upon request, we will assist a client with establishing separate custodial accounts to hold these assets as a courtesy, however, we may elect to or will not manage these assets. These assets will, therefore, not be subject to our advisory fee schedule as disclosed above in this Item 5. Third-Party Managers (Subadvisers) Fees: Fees and compensation for using the Subadvisers are provided in more detail in the respective Subadvisers’ disclosure documents. The fees applicable to each Subadviser’s client account include Momentum’s advisory fee and the Subadviser’s fee. The client authorizes the Firm to debit its advisory fee from the client’s account(s) on a monthly or quarterly basis, in arears, at the end of each month or calendar quarter. Momentum’s advisory fee is based on the net value of the assets in the account on the last business day of the prior month or quarter. The Firm advisory fee charged to the account is in accordance with the schedule described above unless Momentum, in its sole discretion, decides to charge less or more than the stated fee rates in the Fee Schedule. Momentum calculates the advisory fee and provides the custodian with the applicable advisory fee (%) based on the amount of the client’s assets under management. Other fees for special services requested by the client may also be assessed. The client should consider all applicable fees before investing with the Firm. Clients may terminate the Subadvisers’ Platform accounts at any time and receive a full pro-rata refund of any unearned fees. Newsletters and Educational Seminars: Momentum offers the distribution of periodic newsletters and participation in periodic educational seminars. Momentum does not charge a fee for the newsletters or the educational seminars. The newsletters and educational seminars are general in nature, without providing any specific investment advice. Fee Billing: Clients may elect to have the quarterly investment management fee debited directly by the custodian of the account and paid directly to the Firm. In such cases, the Custodian will send an account statement to each client showing the amount of the fee. Additionally, the account statement will disclose that it is the client's responsibility, not the custodian’s responsibility, to verify the accuracy of the fee. Account statements are issued by the custodians at least quarterly indicating all amounts disbursed from your account, including advisory fees paid directly to the Firm. If a client elects to be billed directly by the Firm, the investment management fee is due upon receipt of an invoice from the Firm and payable by check. For managed accounts, investment advisory fees are payable monthly or quarterly in arears and based on the market value of the account assets as determined on the last day of the preceding month or quarter. Fees for an initial partial quarter are prorated. Momentum receives a management fee ("Management Fee") calculated and accrued monthly and payable in arrears monthly or quarterly, to be calculated based on an Annual rate that is agreed upon in the client’s advisory agreement. The Management Fee shall be payable within ten (10) days after the end of each month or quarter. A pro rata Management Fee is charged to Private Fund investors on any amounts invested or withdrawn during any quarter-annual Fiscal Period. The Firm may waive, reduce, increase, or rebate the Management Fee attributable to any private Fund investors, including, without limitation, any employee, agent or affiliate of the Firm. Private Fund investors management fees may be waived, increased, or reduced based upon the size of the relationship. Termination, Refunds, and Assignment: A client agreement may be cancelled at any time, by either party, for any reason upon receipt of 30 days written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement, or at any time. Neither Momentum nor the client may assign the agreement without the consent of the other party. Transactions that do not result in a change of actual control or management of Momentum shall not be considered an assignment. Other Fees and Expenses: All fees paid to the Firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and exchange traded funds to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund or exchange traded fund directly, without the services of our Firm. In that case, the client would not receive the services provided by the Firm, which are designed, among other things, to assist the client in determining which funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and fees charged by our Firm to fully understand the total amount of fees to be paid by the client. In addition to the Firm’s advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers. Clients may incur fees imposed by custodians, broker-dealers, and other third-parties in connection with receiving investment management services from Momentum. Such fees generally include custodial fees, brokerage transaction fees, and fund expenses. The client is responsible for all third party fees. These fees are separate and distinct from the investment management fee charged by Momentum. See Item 12 (Brokerage Practices) for more details. Momentum also provides investment advice regarding private investment funds. Momentum, on a non- discretionary basis, may recommend that certain qualified clients consider an investment in private investment funds. Momentum’s 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 Momentum calculating its investment advisory fee. Momentum’s clients are under absolutely no obligation to consider or make an investment in any private investment fund(s). Momentum is affiliated with Franklin Morgan Fund 1, LLC, a private investment fund (the “Fund”), the complete description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the Fund’s offering documents. The members of the Fund’s Manager, Franklin Morgan Partners LLC, are officers of Momentum. Momentum, on a non-discretionary basis, may recommend that qualified clients consider allocating a portion of their investment assets to the Fund. If a client determines to become an affiliated private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of Momentum calculating its investment advisory fee. Momentum’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). 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 own, 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 the client is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. Because Momentum and/or its affiliates can earn compensation from the Fund that will generally exceed the fee that MA would earn under its standard asset-based fee, the recommendation that a client become a Fund investor presents a conflict of interest. No client is under any obligation to become a Fund investor. Given the conflict of interest, Momentum advises that clients consider seeking advice from independent professionals (i.e., attorney, accountant, adviser, etc.) of their choosing prior to becoming a Fund investor. Clients are under absolutely no obligation to become a Fund investor. Prepaid Fees (Limited): Under no circumstances, under a fixed fee arrangement, do we require or solicit payment of fees in excess of fifty percent (50%) of the total fee more than six months in advance

of services rendered. The Firm does not accept prepaid fees for advisory services. Compensation for the Sale of Securities: Neither Momentum nor any of its supervised persons receive compensation for the sale of any securities. Additional Compensation: Momentum does not receive additional compensation. Insurance Products Incentives: Mr. Platt and others are supervised persons of Momentum and are licensed insurance agents who offer insurance products, including insurance and annuities through Momentum Life, our affiliated licensed insurance agency. The producers have an incentive to recommend insurance products to clients of Momentum because the producers receive compensation from the sale of insurance products. Momentum addresses this conflict by disclosing it to its clients, and by informing its clients that they have the option to purchase insurance products through agents or brokers other than Momentum’s supervised persons, which may be less expensive or more expensive. PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT Momentum is entitled to performance-based compensation (i.e., an incentive allocation or performance- based fee) from the Private Fund under the Firm’s management. All performance-based compensation arrangements are structured in compliance with the applicable requirements under state and federal rules and regulations, including the requirement under SEC Rule 205-3 to only enter into such arrangements with “qualified clients.” The terms of performance-based compensation are provided in the fund offering documents. When entering into a performance-based compensation arrangement, investors should understand the following:
• Performance-based compensation may create an incentive for the Firm to make investments that involve more risk and are more speculative than would be the case in the absence of performance-based compensation.
• Performance-based compensation may create an incentive for the Firm to overvalue investments which lack a market quotation.
• Because the Firm will serve as the investment adviser to client accounts with different fee structures, the potential for conflicts of interest may arise. Such conflicts of interest include the incentive for the Firm and its supervised persons to favor the accounts for which Momentum receives performance-based compensation.
• When relevant, Momentum will receive increased compensation with regard to net unrealized appreciation as well as net realized gains in a client’s account. To mitigate potential conflicts of interest, the Firm has created policies and procedures designed to promote ethical conduct by addressing the requirement to fairly value securities that do not have a readily ascertainable value. In addition, the Firm’s management team reviews accounts on an ongoing basis to ensure that investments are suitable and that the account is being managed appropriately in light of the relevant investment objectives and risk tolerance. The Firm does not engage in side-by-side management. TYPE OF CLIENTS The vast majority of Momentum’s clients are individuals, families, trusts, estates, charitable institutions, foundations, pension and profit-sharing plans, endowments, small businesses, and similar entities which desire a high degree of personalized and professional service. While this amount is negotiable, the minimum asset requirement to become a Momentum client is $250,000. Further, Momentum, in its sole discretion, may charge a lesser investment advisory fee, charge a flat fee, or waive its fee entirely based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, grandfathered fee schedules, Momentum’s employees and family members, courtesy accounts, large cash positions not currently intended for investment, competition, negotiations with client, etc.). As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. The Firm provides discretionary investment advisory services to a private pooled investment fund. The private fund investments are subject to a minimum of $25,000. Momentum, in its sole discretion, retains the right to waive the minimum based on certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets being managed, related accounts, account composition, scope of services, negotiations with the investor, etc.). Because a Momentum affiliated entity will earn performance-based compensation, investors are required to complete a suitability questionnaire to determine whether the investor may be permitted to invest in the private fund. No performance-based bees will be assessed until the Fund portfolio, on a cumulative basis from account inception, is in a net gain position. METHODS OF ANALYSIS, INVETMENT STRATIGIES & RISK OF LOSS Methods of Analysis and Investment Strategies Methods of Analysis: In its investment recommendations to clients, Momentum may select from mutual funds, ETFs, and other investment solutions offered by third-party managers or Subadvisers (collectively “TPM”). These solutions are provided by a number of institutional investment strategists and based on the information, research, asset allocation methodology and investment strategies of these institutional strategists. For clients who utilize TPMs, Momentum introduces clients to, and advises clients on the selection of, independent investment managers who provide discretionary management services, including a wide variety of security types. Clients will normally receive a prospectus and/or a separate disclosure from such TPMs regarding any such investment manager’s advisory services, including whether such managers are registered or notice filed in the clients state of residency. Please verify whether clients received such disclosures. Investment Strategies: Mutual Fund and/or ETF Analysis: In formulating our investment advice and/or managing client assets, we look at the experience and track record of the manager of the mutual fund or ETF to determine if that manager has demonstrated an ability to invest over time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in another fund(s) in the client’s portfolio. We also monitor the funds or ETFs to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client’s portfolio. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Material Risks of Investment Strategies: Momentum’s methods do not involve significant or unusual risks. Notwithstanding our methods, certain illiquid investments carry inherent significant risks. Each method entails risk. For example, the risk assumed with using fundamental analysis is that prices may rapidly change with new market information. If the market information is outdated or incorrect, the value of the analysis is limited, and it may, in fact, produce unfavorable results. The risk of cyclical analysis involves predicting economic trends, which may be difficult or overly inductive. Consequently, the changing value of securities would be affected by these changing trends. A fundamental risk in analysis is that the future patterns resemble historical patterns. Finally, there may be an operational risk of programming errors in the strategists’ models. Momentum mostly seeks investment strategies that do not involve significant or unusual risk beyond that of the general markets. These risks include general market and credit risk. Material Risks of Investing: Investing involves the risk of loss. Investments may decline in value and could even become worthless. An investment in securities is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Investing in securities involves the potential loss of principal that investors must be prepared to bear. Our clients are subject to the risk that our judgments about the attractiveness, value, or potential appreciation of their investments may prove to be incorrect. Investors should understand that they rely upon our abilities and judgment. There is no guarantee that our investment techniques will be successful. We may be wrong in our assessment of the value of a security. At the same time, we may be wrong in our assessment about specific securities that are held in a client’s account, which may not appreciate as anticipated. If the selection of securities or investment strategies fails to produce the intended results, the client’s account may underperform other accounts with similar objectives and investment strategies. We ask that you work with us to help us understand your tolerance for risk. The value of your investment may be affected by one or more of the following risks, any of which could cause your investment return or yield to fluctuate:
• Market Risk: The value of an investment may decline based on market conditions, regardless of the issuer’s operational success or its financial condition. As such, the value of your investments may fluctuate as the securities market fluctuates.
• Management Risk: There is no guarantee that our investment process, techniques, and analyses will produce the intended results of any investment strategy.
• Style Risk: The value of your investment may fluctuate based on the investment style employed in the management of the portfolio. The risk of value investing includes that the price of a security may not approach its anticipated value or may decline in value. The risk of growth investing includes that the anticipated underlying earnings or operational growth may not occur, or the market price of the security may decline in value.
• Defensive Risk: To the extent a strategy attempts to hedge its portfolio or takes defensive measures, such as holding a significant portion of its assets in cash or cash equivalents, the strategy may underperform in a rising market environment or the defensive measures may not work as intended.
• Small and Medium Size Company Risk: Investments in small and medium size companies generally involve greater risk than investments made in larger companies, as the markets for such securities may be more volatile and less liquid. Small and medium size companies may face a greater risk of business failure, which could increase investment volatility.
• Turnover Risk: A high portfolio turnover can result in increased transaction costs, such as greater brokerage commission expenses, as well as the distribution of additional capital gains for tax purposes, which may adversely affect portfolio performance. Certain strategies may have a higher turnover rate than others, based on the management style and strategy objective.
• Availability of Information: Certain issuers, including municipalities, private companies, and foreign issuers may not be subject to the same disclosure, accounting, auditing, and financial reporting standards and practices as publicly-listed companies in U.S. stock markets. As such, there may be less information publicly available about these issuers and their current financial condition.
• Limited Markets: Certain securities may be less liquid (harder to sell) and their prices may experience periods of excessive price volatility or illiquidity. Under certain market conditions we may be unable to sell or liquidate investments at prices we consider reasonable or favorable or find buyers at any price.
• Concentration Risk: To the extent that a strategy focuses on particular asset classes, countries, regions, industries, sectors, or types of investments from time to time, the strategy may be subject to greater risks of adverse developments in such areas of focus than a strategy that is more broadly invested across a wider variety of investments.
• Interest Rate Risk: Changes in interest rates may affect the value of a portfolio’s investments. For example, when interest rates rise, the value of investments in fixed income securities tends to fall below par value or the principal investment and when interest rates fall, the value of the investments in fixed income securities tends to rise. In general, fixed income securities with longer maturities are more sensitive to these price changes.
• Credit Risk: An issuer of debt securities may fail to make interest payments and repay principal when due, in whole or in part. Changes in an issuer’s financial strength or in a security’s credit rating may affect a security’s value.
• Prepayment or Call Risk: Many fixed income securities contain a provision that allows the issuer to “call”, or redeem, all or part of the issue prior to the maturity date of the security. There is no guarantee that investors will be able to reinvest the proceeds in a security of equivalent quality or yield characteristics.
• Trading Practices: Brokerage commissions and other fees may be higher in certain markets or for foreign securities due to lack of established government supervision and regulation of foreign securities markets, currency markets, trading systems, and brokerage practices. Procedures and rules governing foreign transactions and custody also may involve delays in payment, delivery, or recovery of money or investments.
• Legal or Legislative Risk: Court rulings and legislative or regulatory changes and/or developments may impact the value of an investment, or the security’s claim on the issuer’s assets and finances.
• Inflation Risk: Inflation may erode the buying power of your investment portfolio, even if the dollar value of your investments remains the same.
• Pandemic Risk: Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption.
• Regulatory Approvals: Government entities may exercise their discretion to change or increase regulation of investments, or to implement laws, regulations or policies affecting investments in a manner that causes delays or adversely affects the operation of the investment and/or the applicable client’s ability to effectively achieve its investment objectives. An investment also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such investment. Governments have considerable discretion in implementing regulations, including, for example, the possible imposition or increase of taxes on income earned by an investment or gains recognized by a client on its investment that could impact a client’s return on investment. There can be no assurance that an investment will be able to: (i) obtain all required regulatory approvals that it does not yet have or that it may require in the future; (ii) obtain any necessary modifications to existing regulatory approvals; or (iii) maintain required regulatory approvals.
• Cyber Security Breaches, Identity Theft, Privacy Breaches, and Other Threats: Momentum’s clients’ and its investments’ information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, security threats (including ongoing cyber security threats to and attacks on our information technology infrastructure), infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Momentum’s, its client’s and/or investments and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure or unauthorized disclosure of data could harm Momentum’s, client’s or investments’ reputation, subject any such entity and their respective affiliates to legal claims, increased costs, financial losses, data privacy breaches, regulatory intervention, and otherwise affect their business and financial performance. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.
• Fund Liquidity Constraints. Momentum may utilize mutual funds that provide for limited liquidity, generally on a quarterly basis. Thus, if we determined that the fund was no longer performing or if you ever determined to transfer your account, the Fund could not be sold or transferred immediately. Rather, sale or transfer would need to await the quarterly permitted sale date, or longer. Moreover, the eventual net asset value for the Fund could be substantially different (positive or negative) than the Fund value on the date that the sale was requested. There can be no assurance that any such strategy will prove profitable or successful. In light of these enhanced risks/rewards, a client may direct Momentum, in writing, not to employ any or all such strategies for the client’s account.