Queen City Capital Management (“QCCM”) is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is a limited liability company (LLC) formed under the laws of the State of Delaware. Queen City Capital Management was initially approved as an investment adviser on July 23, 2012. Jeffrey Spitzmiller is the Chief Executive Officer and an Owner of Queen City Capital Management. In 2020, Queen City Capital Management began additionally doing business as Ohana Wealth Life and Planning. QCCM’s primary business is asset management investment services primarily using mutual funds, separately managed accounts and exchange traded funds. QCCM also provides advisor consulting services to third-party investment advisors. We may also offer advisory services to other broker/dealers, but we do not recommend any securities to their clients or their representatives. The investment advisory services of Queen City Capital Management are provided to you through an appropriately licensed and qualified individual who is an investment adviser representative of Queen City Capital Management (referred to as your investment adviser representative throughout this brochure). Your investment adviser representative is limited to providing the services and charging investment advisory fees in accordance with the descriptions detailed in this brochure. However, the exact services you receive and the fees you will be charged will be specified in your advisory services agreement. Description of Advisory Services The following are descriptions of the primary advisory services of Queen City Capital Management. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and Queen City Capital Management before we can provide you the services described below. Queen City Capital Management offers asset management services, which involves Queen City Capital Management providing you with continuous and ongoing supervision over your specified accounts. You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Account. We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, we will contact you at least annually to discuss any changes or updates regarding your financial Queen City Capital Management, LLC 5 Form ADV Part 2A Brochure situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you, or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. All Star Funds Portfolios Asset allocations in the All Star Funds Portfolios consist primarily of actively managed mutual funds through the registered investment adviser’s platform of Fidelity Institutional Wealth Services. In certain instances, exchange traded funds or notes may also be used. The goal is to use “best of class” funds across many different fund families as determined by our Investment team, based on a variety of factors including transaction costs, manager tenure, and performance and risk measurements, amongst others. Our Investment team analyzes available funds to determine the most appropriate selection for each asset class. Please refer to the Wrap Fee Brochure for additional details regarding the All Star Funds Portfolios. For information about the investment strategies employed in this program, please refer to the section titled “Methods of Analysis, Investment Strategies and Risk of Loss.” Index Plus and Index Plus Tax Managed Portfolios Asset allocations in the Index Plus and Index Plus Tax Managed Portfolios primarily use exchange traded funds or exchange traded notes through the registered investment adviser’s platform of Fidelity Institutional Wealth Services. In the case where an appropriate exchange traded fund/note is not available for a particular asset class or where we believe an active manager can provide either a risk or return benefit, we may utilize a mutual fund in its place. The Index Plus and Index Plus Tax Managed Portfolios offer the individual investor the flexibility of investing in a managed portfolio of exchange traded funds/notes, that provide liquid, low cost, tax-efficient exposure to a wide range of asset classes, primarily based on indexes. In the Index Plus Tax Managed Portfolio, the tax efficiency objective is pursued by utilizing predominately tax efficient index-based exchange traded funds/notes along with municipal bond funds where appropriate. The Index Plus Tax Managed Portfolio allows us the ability to assist in tax management. Selling positions with significant losses can offset portions of the capital gains incurred during portfolio rebalancing and other Queen City Capital Management, LLC 6 Form ADV Part 2A Brochure necessary trading with the goal of improving after-tax performance along with overall portfolio tax efficiency. Tax managed accounts are individually monitored to evaluate potential tax management trading. Exchange traded fund/note positions with significant losses may be sold and replaced with a similar exchange traded fund/note or mutual fund in order to maintain optimal portfolio exposure. This feature results in a more customized portfolio as positions may be sold over time and replaced with others. Portfolios within the same model allocation may be holding different positions at any given point in time as results of the circumstances of trades placed and positions replaced during tax loss harvesting. However, despite some differences in actual positions held, overall portfolio asset allocation exposure is maintained across the accounts per the investment model strategy’s asset class/style exposure. Please note: We do not provide tax advice. Please refer to the Wrap Fee Brochure for additional details regarding the Index Plus and Index Plus Tax Managed Portfolios. For information about the investment strategies employed in this program, please refer to the section titled “Methods of Analysis, Investment Strategies and Risk of Loss.” Strategic Core Portfolios The models in this strategy utilize strategic asset allocation as the foundation for the portfolios. Core holdings of the major asset classes of stocks, bonds, and alternative asset class investments are utilized through the registered investment advisor’s platform of Fidelity Institutional Wealth Services. The holdings are designed to utilize index based mutual funds, exchange traded funds or exchange traded notes. Low costs, liquidity, and tax efficiency are some of the benefits to this program. Please refer to the Wrap Fee Brochure for additional details regarding the Strategic Core Portfolios. For information about the investment strategies employed in this program, please refer to the section titled “Methods of Analysis, Investment Strategies and Risk of Loss.” ESG Values Based Portfolios The models in this strategy utilize strategic asset allocation as the foundation for the portfolios. Core holdings of the major asset classes of stocks, bonds, and alternative asset class investments are utilized through the registered investment advisor’s platform of Fidelity Institutional Wealth Services. The holdings are designed to utilize index based mutual funds, exchange traded funds or exchange traded notes. Actively managed mutual funds may also be used. The investments chosen will all follow an ESG mandate in terms of investing in areas that receive high environmental, social, and governance scores. There low costs, liquidity, and tax efficiency are some of the benefits to this program. Please refer to the Wrap Fee Brochure for additional details regarding the ESG Values Based Portfolios. For information about the investment strategies employed in this program, please refer to the section titled “Methods of Analysis, Investment Strategies and Risk of Loss.” WorkPlace Retirement Program This program is designed for those clients who are employed at certain not-for-profit institutions, typically hospitals or universities, which have various retirement plans (i.e., 403(b), ARP) in place with Fidelity as the Queen City Capital Management, LLC 7 Form ADV Part 2A Brochure custodian. The portfolios under this program consist of actively and passively managed mutual funds, typically with Fidelity being the dominant choice. The number of funds available depends on the institution. The universe of available Fidelity Funds will be analyzed by the Investment Team to determine the most appropriate selection for each asset class. Managed Variable Annuity Program Under our sub-account management services, Queen City Capital Management manages your variable annuity or variable life contract by selecting, monitoring and exchanging as necessary between sub- accounts available from the insurance company issuing the variable annuity. Under this program, we assist you in completing a questionnaire which details your financial goals, risk tolerance and time horizon. You will have the opportunity to list on your investment advisory agreement with our firm any reasonable restrictions on the sub-accounts that may be utilized by Queen City Capital Management. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. Once you have provided us with the necessary information and made the appropriate authorizations, Queen City Capital Management utilizes limited discretionary authority to select or exchange among the sub-accounts available under your variable annuity or variable life contract in accordance with your disclosed investment objective and risk tolerance. We have entered into agreements with insurance companies that allow for the management and valuation of your variable annuity accounts within this program. For clients in our Managed Variable Annuity Program, your insurance companies’ custodians maintain custody of all funds and securities held in variable annuity accounts. Model allocations are strategically developed utilizing the sub-accounts available within some variable annuity products. We may limit the product offerings at insurance companies on which investment management services are available. The limitations may be due to variable annuity sub-account options, annuity riders added to contracts or other factors. Total portfolio expenses may be higher than other mutual fund or managed portfolios based on the product, mortality and expenses and additional riders that may be added to the policy. Custom Programs Our Custom Program is offered to individual clients, high net-worth clients, including endowments and foundations. You would complete an investment questionnaire whereby the Account is designed, implemented and managed using an asset allocation plan that is consistent with your investment objectives, investment time horizon, risk profile, guidelines and constraints as outlined in the Investment Advisory Services Agreement. You may impose reasonable restrictions on the management of your account. Asset diversification will be utilized using mutual funds, equities, bonds, unit investment trusts, separately managed accounts and exchange traded funds. Allocations are reviewed periodically by our Investment Team. Rebalancing and tactical changes may be executed by our Investment Team at any time. We may hire a subadvisor/separate account manager (such as Queen City Capital Management, LLC 8 Form ADV Part 2A Brochure Vanguard Personalized Indexing, Goldman Sachs, or J.P. Morgan) to manage all or a portion of this portfolio. Personalized Indexing and Separately Managed Accounts The Advisor will also recommend to Clients that all or a portion of their investment portfolio be implemented by utilizing one or more Independent Managers. In such instances, the Client may be required to authorize and enter into an advisory agreement with the Independent Manager[s] that defines the terms in which the Independent Manager[s] will provide investment management and related services. The Advisor may also assist in the development of the initial policy recommendations and managing the ongoing Client relationship. The Advisor will perform initial and ongoing oversight and due diligence over the selected Independent Manager[s] to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. The Client, prior to entering into an agreement with unaffiliated investment manager[s] or investment platform[s], will be provided with the Independent Manager’s Form ADV Part 2A (or a brochure that makes the appropriate disclosures). The internal fees charged by the Independent Managers, range from 0,14% – 0.50%, are typically paid quarterly in advance, directly from the client's brokerage account for the management and trading. For equity portfolios, the client can choose from various benchmark indices, ESG screens, factor screens, sector and company tilts, as well as tax loss harvesting options. For bond portfolios there are various government, corporate and municipal options available. Pontera We provide an additional service for accounts not directly held by one of our custodian(s), but where we do have discretion, and may leverage an Order Management System to implement tax-efficient asset location and opportunistic rebalancing strategies on behalf of the client. These are primarily 401(k) accounts, 529 plans, and other similar assets. We regularly review the available investment options in these accounts, monitor them, and rebalance and implement our strategies

in the same way we do other accounts, though using different tools as necessary. We use a third-party platform to facilitate management of held away assets. We are not affiliated with the platform in any way and receive no compensation for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time. Consulting Program This program allows for the consulting of client portfolios where Queen City Capital Management does not have discretionary authority but does have ongoing responsibility to oversee the accounts. This involves ongoing monitoring and recommendations of the securities and asset classes in the portfolio that align with the client’s desired risk and return objectives. Investment Models Queen City Capital Management, LLC 9 Form ADV Part 2A Brochure Your assets within each of the programs are allocated according to the model selected. One or more model allocations are available to you within the investor profile determined by the questionnaire you complete. The Capital Income, Tactical Yield and Alternative Asset models are available within the All Star Funds Portfolios. Other models available in the All Star Funds, Index Plus, Index Plus Tax- Managed, ESG Values Based, WorkPlace Retirement, and Managed Variable Annuity programs are Conservative Growth, Balanced Growth, Moderate Growth, Aggressive Growth and Global Stock. The Capital Income Plus model is available in certain cases in our Managed Variable Annuity program. For the Strategic Core Portfolios, the models available include 20/80, 40/60, 60/40, 70/30, 80/20, and 100/0 and each represents the portion typically invested between equities and fixed income. In determining the initial allocation to be used, you will choose from several model portfolios of mutual funds, exchange traded funds/notes or variable annuity sub-accounts within your investor profile. In addition, on the Fidelity Institutional Wealth Services platform there are options of choosing one or more models within one account. Once your asset allocation has been established and the client agreement has been executed, the portfolio will be implemented using the investment strategy developed by the Chief Investment Officer. Accounts are managed by our firm on a discretionary basis. Please refer to Item 16: Investment Discretion for more information. Our Investment Team continuously monitors the portfolios and, when appropriate, reallocates the portfolios based on changing market conditions or other factors. The frequency of trading may be impacted by our desire to minimize taxes and portfolio expenses. Some portfolios are specifically designed to generate less yearly taxable income and/or capital gains. These portfolios include those implemented using mutual funds and exchange traded funds/notes as well as those that contain municipal money market and municipal bond positions. Buys, sells, redemptions, and reallocations are implemented in discretionary accounts without prior notice to you. If your individual situation changes, you should notify your investment advisor representative/solicitor who will assist you in revising the current portfolio and/or prepare a new questionnaire so that we can determine if a different model portfolio would be appropriate for your new situation. We provide quarterly reports to you, which include account position information as well as simple performance numbers. Performance numbers in the quarterly performance report are not intended to be Global Investment Performance Standards (GIPS®) compliant. Your securities brokerage transactions are processed by Fidelity Investments through Fidelity Institutional Wealth Services. Your funds and securities are custodied and maintained at Fidelity Investments through Fidelity Institutional Wealth Services. Clearing, custody or other brokerage services may be provided by National Financial Services LLC or Fidelity Brokerage Services LLC. For clients in our Managed Variable Annuity Program, your insurance companies’ custodians maintain custody of all funds and securities held in variable annuity accounts. Generally, we do not maintain custody of your funds or securities although we may be deemed to have custody of your assets when deducting advisory fees directly from your accounts within the programs noted above. We may also be deemed to have custody for certain transmittal policies. Please refer to Item: 15 Custody for more information. Each custodian or investment provider we use for our investment management services provide statements to you at least quarterly and have been verified as a qualified custodian. Queen City Capital Management, LLC 10 Form ADV Part 2A Brochure For information about all of the investment strategies employed in our programs, please refer to Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. Other Services Provided by Our Firm - Non-Investment Supervisory Services and Other Investment Management Services Allocation Consulting Services We may be retained by other registered investment advisers as a third-party money manager (Strategist) to design and manage model portfolios for your assets. Those registered investment advisers may require that we follow certain parameters when building and managing portfolio models. The registered investment advisers will implement the model to your account by acquiring mutual fund shares and exchange traded funds that are represented in the model portfolios that have been selected by you. Your portfolio will be similar to portfolios of other clients that have similar investment objectives and select the same model portfolios. This service is only available to those clients who choose us as a Strategist. Investment advisor representatives of other registered investment advisers acting as solicitors will assist their client to choose an appropriate investment strategy and Strategist. Each portfolio is designed to meet a particular investment profile which helps meet the investment goals of the particular investment profile chosen. In our capacity as a Strategist, we are responsible for managing the models by using exchange traded funds and mutual funds and providing the registered investment adviser the signals to trade the portfolios. Where there is a change in any model, the registered investment adviser, not our firm, has the authority to conduct trading activity as necessary to change or rebalance your portfolio, and replicate those changes linked to the model accounts as instructed by you. Whenever we are providing services as a Strategist, we do not have an advisory relationship with you. Minimum deposits and maximum annual asset fees for client accounts in these programs are specified through the registered investment adviser’s Form ADV Part 2A. Queen City Capital Management acts as a strategist in a model-based, Unified Managed Account (UMA) program with Orion Portfolio Solutions (“Orion”). In this capacity, Queen City Capital Management manages asset allocations for model portfolios and collects a strategist fee according to a predetermined agreement with Orion. Queen City Capital Management does not act in a discretionary capacity for assets in this UMA Program. Queen City Capital Management and Orion are separate, non - affiliated entities. Individuals participating in this program should refer to Orion’s Form ADV Part 2A for more detailed information. Termination of Agreement (in our programs) The Investment Advisory Services Agreement between you and our firm may be canceled at any time, for any reason, by either of us. Services provided under the Agreement will continue until either you or we give written notice of termination to the other party or up to and through the day the assets leave our firm. Fees accrue to the date written notice is received or up to and through the day the assets leave our firm. Upon termination, typically, all account holdings will not be liquidated to cash, unless otherwise instructed by the client or solicitor. Upon termination of the Agreement, you will be responsible for and you will be billed for Queen City Capital Management, LLC 11 Form ADV Part 2A Brochure fees on the prorated portion of the current month or quarter for which the agreement was in effect if the fee billing in the account is billed in arrears. Householded accounts may be combined for fee computational purposes. The custodian, fund sponsors or insurance companies may charge additional termination fees. If an account is terminated and advisory fees are due or owed for advisory services, our firm may seek to collect those fees from any other account with like registration that you maintain with our firm for which we are providing investment advisory services. For variable annuities, the management of the account is removed but the annuity remains intact. Upon the death of the last surviving account owner, we will continue to manage the account until we receive written notice to discontinue management to the account. Newsletters Queen City Capital Management occasionally prepares general, educational and informational newsletters. Newsletters are always offered on an impersonal basis, for informational purposes only and do not focus on the needs of a specific individual. Specialization Queen City Capital Management specializes in providing asset management investment services primarily using mutual funds and exchange traded funds. QCCM also provides advisor consulting services to third-party investment advisors and broker/dealers, but we do not recommend any securities to their clients or their representatives. Limited Advice to Certain Types of Investments Queen City Capital Management provides investment advice on the following types of investments:
• Mutual Funds
• Exchange Traded Funds (ETFs)
• Interval Funds
• Exchange-listed Securities
• Securities Traded Over-the-Counter
• Corporate Debt Securities
• Commercial Paper
• Certificates of Deposit
• Municipal Securities
• Variable Annuities
• Variable Life Insurance
• US Government Securities
• Separately Managed Accounts (SMAs) Although we generally provide advice only on the products previously listed, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. Assets in our programs are invested primarily in no-load or load-waived mutual funds and exchange traded funds, usually through clearing firms or fund companies. Fund companies charge each fund shareholder Queen City Capital Management, LLC 12 Form ADV Part 2A Brochure an investment management fee that is disclosed in the fund prospectus. Clearing firms may charge a transaction fee for the purchase or sale of some funds. Stocks and bonds may be bought or sold through a brokerage account when appropriate. The brokerage firm may charge a fee for stock and bond trades. It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Participation in Wrap Fee Programs Queen City Capital Management offers services through both wrap fee programs and non-wrap fee programs. A wrap fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. Whenever a fee is charged to a client for services described in this brochure (whether wrap fee or non-wrap fee), we will receive all or a portion of the fee charged. Please refer to the section titled “Fees and Compensation” For additional information regarding fees assessed in our wrap programs. Please also refer to QCCM’s Wrap Fee Brochure for additional information. Generally, we consider the All Star Funds, Index Plus, Index Plus Tax Managed, ESG Values Based, and Strategic Core Portfolios to be wrap fee programs through which investment advisory services and execution of your transactions are provided for specified fees that are not based directly upon transactions in your account. Our firm and our investment team do not manage wrap fee accounts differently from other programs. Tailor Advisory Services to Individual Needs of Clients Queen City Capital Management’s advisory services are always provided based on your individual needs. This means, for example, that when we provide asset management services, you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. Our consulting services are always provided based on your individual needs. We will not enter into an investment advisor relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. When managing client accounts through our firm’s Asset Management Services program, we may manage a client’s account in accordance with one or more investment models. When client accounts are managed using models, investment selections are based on the underlying model, and we do not develop customized (or individualized) portfolio holdings for each client. However, the determination to use a particular model or models is always based on each client’s individual investment goals, objectives and mandates. Queen City Capital Management, LLC 13 Form ADV Part 2A Brochure When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries 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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. Client Assets Managed by Queen City Capital Management As of December 31, 2023, Queen City Capital Management managed $99,624,197 in assets on a discretionary basis and $0 in assets were managed on a non-discretionary basis.