Who We Are? Andina Capital Management, LLC (hereinafter referred to as “ACM,” “we,” “us” and “our”) is a registered investment advisor1, organized in 2009 as a Utah Limited Liability Company to offer wealth management services2 designed to assist you, our client3, achieve the financial stability, security, and the financial independence you desire. ACM does business under to names, both provide Planning and Investment services: Andina Family Offices (AFO) and Andina Advisors (AA). AFO and AA provide access to similar services as described in the “What We Do” section below, though generally, AFO relationships have investible assets above $10 million, while AA have investible assets below $10 million. The more assets a client has means potentially more complex planning and wealth management services are required. AFO relationships are generally managed by senior team members with more experience in complex financial planning issues. Our Mission Our mission is to serve our clients by partnering with them to help them execute their vision of their ideal future. We strive to enrich lives through objective advice, vision, and coordination. Our personalized services help families perpetuate their legacy and values through education and wealth stewardship principles. As your advocate, we will do everything in our power to keep you focused on where you want to go, offer advice on how best to get there, and continually remind you of the importance of being financially disciplined in this worthy cause. Owners The following persons own ACM: Name Title Ownership % CRD# Eric S. Barlow Founding Member 14.581% 2243431 J. Brett Belliston Managing Member 14.581% 2402952 RMB Ventures, LLC Managing Member 16.67% n/a TDWellington, LLC Chief Investment Officer 16.67% n/a L3 Investments, LLC Managing Member 16.67% n/a 1 The term “registered investment advisor” is not intended to imply that Andina Capital Management, LLC has attained a certain level of skill or training. It is used strictly to reference the fact that we are “Registered” as an “Investment Advisor” with the United States Securities & Exchange Commission – and “Notice Filed” with State Regulatory Agencies that have limited regulatory jurisdiction over our business practices. 2 Andina Capital Management, LLC is a fiduciary, as defined within the meaning of the Employer Retirement Income Security Act of 1974 (“ERISA”) and/or as defined under the Internal Revenue Code of 1986 (the “Code”) for any wealth management services provided to a client who is: (i) a plan participant or beneficiary of a retirement plan subject to ERISA or as described under the Code; or, (ii) the beneficial owner of an Individual Retirement Account (“IRA”). 3 A client could be high-net-worth individuals and their family members, a family office, a foundation or endowment, a charitable organization, a private investment fund, a corporation and/or small business, a trust, a guardianship, an estate, another fiduciary, a retirement plan, or any other type of entity to which we choose to give investment advice. 4 Page 5 of 28 Disclosure Brochure Assets Under Management We offer two (2) types of investment management: Portfolio Management and Portfolio Monitoring. All Portfolio Management accounts are managed on a discretionary basis – we do not manage accounts on a non- discretionary basis. Portfolio Monitoring accounts are managed by independent third-party money managers (“Independent Portfolio Managers”) and we will evaluate their performance and suggest changes if they are not effectively meeting your investment needs. As of December 31, 2022, our assets under management totaled: Discretionary Managed Accounts $284,933,059 Non-Discretionary Accounts $357,190,756 What We Do We provide financial solutions that stress the importance of you making fiscally responsible decisions and disciplined economic choices. We help you manage the complexities that wealth creates using estate planning, risk management, investment, and tax planning strategies, and philanthropic giving, to try to preserve assets for today’s needs, tomorrow’s dreams, and a strategy focused on building a lasting legacy for future generations. The focus of all our investment advice begins with a plan to identify your standards of living and quality of life expectations. We will accomplish this through an initial discovery meeting where we will review the financial documents you provide for discussion. Together questions will be asked, information shared, and an evaluation made as to whether we should move to the next step. During the meeting, we will:
• Learn about your core values and guiding principles.
• Seek to understand your financial concerns and how you have been addressing them.
• Discover your financial objectives and what success looks like for you.
• Create an internal profile consisting of your concerns, objectives, relationships, values, interests, assets, professional advisors and process preferences. After the discovery meeting, should you choose to engage us for our wealth management services, we will begin the process of identifying your life goals (i.e., core values, family, monetary needs, future plans, etc.). The best advice we can offer is that success, achievement, and contentment in life have little to do with personal wealth but are instead related to your life goals. We will make every effort to embrace these life goals and develop economical solutions that reflect how you define true wealth. Andina Capital Management, LLC’s planning services include:
• Estate, Financial and Tax Planning
• Business Succession Planning
• Employer Retirement Plans
• Investment Management Page 6 of 28 Disclosure Brochure Estate, Financial & Tax Planning Planning is one of the most important tools successful people use to bridge unexpected events, to create an extraordinary personal life, business career and the security needed in retirement years. However, such planning requires a lifetime commitment, not only from you but from us as well, your financial planner. Being Fiscally Responsible Planning for your future, whether estate, financial, and/or tax planning, is being fiscally responsible. A well- designed plan is a step-by-step process intended to identify and clarify purpose, personal and family core values, needs, and priorities to align your financial decisions with your goals in all areas of your life and business. Planning includes: 1. Arriving at a series of decisions and action items based on current and future financial circumstances and defined goals and objectives. 2. Projecting the consequences of these decisions for you in the form of an economic plan – a working blueprint; and, 3. Implementing the protocols outlined in the plan geared to achieving the plan objectives. Once complete, the plan, or working blueprint, becomes the benchmark that is used to help us evaluate where you are in terms of your financial goals, needs, and objectives. Estate, Financial & Tax Planning Components All forms of planning are a mutually defined review, analysis and evaluation of your personal financial needs and goals. In general, planning may encompass one or more of the following areas of financial need as communicated by you: Identification and clarification of personal and family core values, mission, vision, and goals. Preparation of the financial plan, which encompasses your:
• Current financial situation.
• Liquidity and asset preservation needs.
• Wealth accumulation and growth.
• Wealth distribution and transfer. Planning may also include, but is not limited to, the following modules:
• Financial Statements – Cash Flow and Balance Sheet
• Savings and Emergency Reserves
• Asset Allocation and Investment Portfolio Analysis
• Income Tax planning in collaboration with your tax advisor
• Asset protection and Risk Management
• Insurance Analysis
• Retirement and Income Analysis
• Long-Term Healthcare
• Philanthropic Planning
• Estate and Family Legacy Planning
• Business Management and Succession Planning Deliverables can include:
• Outlining recommendations, strategies, solutions, and resources.
• Prioritizing and implementing the written action plan.
• Creation and implementation of a customized investment strategy tailored to your long-term investment goals through investment consultations. This will include:
• A written Investment Policy Statement (“IPS”)
• Access to our open-architecture platform with a variety of investment management solutions.
• Facilitation of meetings with you and you current advisors and specialists within our professional network
• Coordination and facilitation of meetings with family members, business associates, partners or other key individuals to assist with implementing your action plan. Page 7 of 28 Disclosure Brochure Estate, Financial & Tax Plan Process In the development of your unique plan, we will follow the six (6) step Financial Planning Practice Standards process established by the Certified Financial Planner Board of Standards, Inc. These steps are defined as follows: Step 1: Establish and define the client-planner relationship. The first step is to conduct an introductory discovery meeting. During this meeting, we will learn about each other and whether we can work together to achieve your financial objectives. We will listen as you share your needs, concerns, priorities, and what success looks like for you. We will in-turn, share how we can help you meet your stated personal and financial objectives, and the responsibilities we have as a fiduciary to guide you on this journey. In the end, we will explain the cost of completing the desired financial planning service for you to decide whether you want to move forward with the next step in the planning process. Step 2: Gather client data identifying both financial and personal goals and objectives. In the second step of the planning process, we will learn more about you and what you want to achieve. This is accomplished through personal interviews and questionnaires4, which are designed to address your unique financial planning needs. You will have the opportunity to prioritize objectives and to remove from the process any areas that do not apply to your circumstances. The time we invest listening and catering to your wants and needs is critical for developing a strong financial planning foundation. Step 3: Analyze and evaluate client financial status. In this third step, we analyze the information you provide to determine your current financial situation and what you should do to meet your goals. Depending on the services you request, this might include analyzing: (i) your assets, liabilities and cash flow; (ii) your current insurance coverage and investments; and (iii) your tax strategies and estate planning documents. Step 4: Develop and present financial planning recommendations and/or alternatives. Once the analysis has been completed, we will begin formal documentation of your goals and objectives. We will define the plan as a road map (a series of blueprints) designed to take you from where you currently are financially, to where you want to be at some point in the future. This is the creative portion of the process. There are usually several ways to accomplish a given goal. The objective, however, is to integrate financial instruments into a plan that you will be comfortable executing. In some cases, the drafting of the plan reveals the need for us to help you reconcile the gap between your expectations and your financial realities. Once a viable plan has been drafted, it is presented to you and reviewed. The draft and review process may be repeated until you are satisfied with the financial plan. Step 4 completes the planning process. There will be additional costs for you to implement and monitor your plan as outlined under steps 5 and 6. You have the choice to allow us to implement your financial, tax & estate plan or you can use another outside professional. Step 5: Implement the planning recommendations. An estate, financial and/or tax plan is of limited value if it is not put into action. Accordingly, we assist you in implementing5 the plan. The action plan schedule provides you with a list of tasks and deadlines designed to ensure that you put your plan into action. The following are some examples of implementation: Drafting of appropriate estate documents (performed in conjunction with an estate attorney). 4 The information we gather from you through personal interviews and questionnaires is vital for us to effectively advise you on your unique financial needs and help you plan for your future. Electing to dismiss certain requested documents or respond to questions with limited input can put us at a disadvantage and handicap our ability to successfully meet your financial expectations. Therefore, if you want the best advice we can offer in designing a financial plan or with any portfolio management, you should make every effort to provide us with detailed personal information and be as accurate with your responses as you possibly can. 5 Implementing the recommendations made in an estate, financial and/or tax plan often requires consultation or coordination with one or more outside professionals (e.g. attorneys, CPAs, insurance agents, and securities representatives). All personal and private information received from you will be kept entirely confidential, not only by us, but by the outside professionals as well. Your confidential information will be disclosed to third parties only with your consent or as may be permitted or required by law. Page 8 of 28 Disclosure Brochure Purchasing of various insurance policies (provided by our licensed insurance agents or another independent agent of your choice). Providing Investment advisory services that will include preparation of an IPS and implementation of your asset allocation strategy (performed by us, or another investment adviser/broker-dealer of your choice). Adopting and monitoring a personal budget. Ongoing income tax planning (prepared by an independent Certified Public Accountant or tax accountant of your choice). Step 6: Monitor the planning recommendations. Once the plan has been built and the recommendations have been implemented it is critical that these recommendations be monitored on a continuing basis to ensure that they remain consistent with your financial parameters. Material changes in your personal circumstances, the general economy, changes in the way you want your investments allocated, or tax law changes are some of the reasons why the recommendations should be reviewed periodically and possibly adjusted. Continued monitoring of established personal budgets and the continued effects of taxation on the plan are assessed regularly at your option per an Annual Review. For information on our fees for preparing a financial plan, see “Estate, Financial & Tax Planning Fee” under Item 5 - “Fees & Compensation.” Business Succession Planning You have diligently and tirelessly grown your business, achieved great success while helping customers, employees, vendors, and others to be successful. Addressing the sale or transfer of your business should start several years before you intend to carry out the transaction. Proper planning allows you to explore the multiple options that are available and prepare your business to provide the ultimate payout. ACM can help obtain a formal business valuation and develop a business pitch-deck; these will provide you with valuable information regarding your business and will assist a potential buyer to understand your business. We guide you in building the necessary team to assist in the process; CPAs, attorneys with mergers and acquisition experience and investment bankers or business brokers. Proper planning and knowledge will help you negotiate the best terms of the sale of your business. It is not just about getting the highest sale price; many factors must be considered to optimize this transaction for you. Employer Retirement Plans ACM provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Investment Management Services Moving forward from the financial planning sessions, if you engage us for investment management services, we will design a portfolio allocation strategy, that will include preparation of an IPS, and will be based on your unique investment parameters and risk tolerance levels. Page 9 of 28 Disclosure Brochure Portfolio Management Our portfolio management strategies focus on designing an overall portfolio to achieve your investment goals6. Depending on your eligibility and needs, we offer a diversified allocation, including but not limited to, Equities (for example, ETFs/ETNs and stocks), Fixed Income, Structured Notes, Investment Company products (“mutual funds”), Independent Portfolio Managers (see “Portfolio Monitoring” below) and Andina Branded or Affiliated Funds (including Private Real Estate, Private Equity and Private Credit). ACM manages Andina Branded Funds and has an active role in the investment committees of the Affiliated Funds. Our responsibility to you in recommending Andina Branded Funds or Affiliated Funds will be to: Recommend only investment strategies that fit your management criteria and risk tolerance level while ensuring you meet the minimum requirements of the investment. Suggest changes, if necessary, as market factors and your personal goals dictate. Handle all administrative and clerical duties as may be required by the Andina Branded and Affiliated Funds to service your account, though they will provide you updated information, statements and other correspondence directly. Portfolio Monitoring Any Independent Portfolio Managers we may recommend to manage a portion of your portfolio will implement an investment strategy that correlates best with your investment parameters. Under the arrangements with Independent Portfolio Managers,

we are not involved in the day-to-day management of your portfolio assets. Our responsibility to both you and the Independent Portfolio Manager we direct to manage your account will be to: Recommend only Independent Portfolio Managers whose investment strategies fit your management criteria and risk tolerance level while ensuring you meet the minimum requirements of the Independent Portfolio Manager to open an account. Evaluate the Independent Portfolio Manager’s investment returns and performance expectations. Suggest changes in an Independent Portfolio Manager, if necessary, as market factors and your personal goals dictate. Handle all administrative and clerical duties as required by the Independent Portfolio Manager to service your account since they will have little or no direct contact with you. Additional information about the Investment Management Fees can be found under “Investment Management Services Fees” in Item 5 - “Fees & Compensation”. How we evaluate Independent Portfolio Managers is discussed in “Analysis of Independent Portfolio Managers” under Item 8 - “Methods of Analysis, Investment Strategies & Risk of Loss”. Private Funds, including conflicts of interest and strategy descriptions are discussed in under Item 10 – “Other Financial Industry Activities & Affiliations” and “Pooled Investment Vehicle Compensation” under Item 14 – “Client Referrals & Other Compensation” Consolidated Reporting Consolidated Reporting is a delivery system whereby statements and other data from multiple sources (i.e., brokerage, IRA, variable annuity accounts, managed accounts, etc.) are collected and consolidated into a single quarterly report for your review and consideration. You would be responsible for supplying direct access to all valuation statements or providing the values for the accounts on a monthly basis. 6 You may, at any time, impose restrictions in writing on the securities we may recommend (i.e., limit the types/amounts of a particular security purchased for your account, etc.). Page 10 of 28 Disclosure Brochure FEES & COMPENSATION Estate, Financial & Tax Planning Fee Discovery Meeting Before our discovery meeting, we will request you bring financial documents for us to review and discuss. The objectives we strive to accomplish with you during this meeting are to: Diagnose your current financial need. Address your financial concerns and answer your questions on how we can assist you. Recommend financial resolutions aimed at lowering costs, reducing risks, increasing expected returns, and/or increasing tax efficiency to improve the likelihood of successfully achieving your goal; and, Explain the benefits of financial planning and how a comprehensive evaluation of wealth management needs is beneficial beyond just managing your investable assets. We do not charge a fee for the initial discovery meeting; we believe our years of experience and knowledge sells itself. If, however, you wish no further interaction with us, you will be responsible for implementing any recommendations coming out of the discovery meeting. Once this meeting is over, our financial collaboration will be concluded, and we are not responsible for implementing any further advice or for any on-going supervision, monitoring, and/or reporting. Comprehensive Planning We have two payment options for our Comprehensive Planning: 1. A negotiated flat fee, from $500 to $200,0007, paid annually or quarterly. OR 2. An ongoing, negotiated fee, at a maximum of 0.50% annually (charged quarterly, in advance) on all assets under management, including those that fall under Portfolio Management and Portfolio Monitoring, Andina Branded Funds and Andina Affiliated Funds (see “Investment Management Services” under Item 4 unless otherwise negotiated. The fee will be fully disclosed in the agreement at the time of signing. This fee will include the cost to review your financial information and prepare a comprehensive financial plan. Modular Plans If you desire only modular planning - just one or a few of the items listed under “Estate, Financial & Tax Planning Components” the minimum fee will be $1,000. All additional fees will be predetermined in consultation with you and presented in a written proposal or engagement letter, with a completely itemized list of the core area(s) of focus. Annual Reviews It is important to note that planning is dynamic – never static. Therefore, it must be periodically re- evaluated. A financial plan is a roadmap that is only as good as how well it reflects your current financial position to then guide you on a clear path to a future financial situation. Whether you are a planning client and/or Investment Management client, annual reviews are designed to systematically identify and address any changing circumstances in your life. Once the initial comprehensive financial planning services have been completed, we will establish future “Annual Review” dates for your future reviews. The Annual Reviews generally occur after the first anniversary though they may consist of two or three visits during the calendar year. 7 Rarely will a fee exceed those costs outlined in the Agreement. However, there can be instances where we did not contract with you to perform a particular task and therefore, we will notify you of the additional cost prior to beginning such services. 5 Page 11 of 28 Disclosure Brochure Annual Review Fee If the Comprehensive Planning fee chosen was the negotiated flat fee, paid annually, the Annual Review Fee will be based on the needs and objectives, determined over the 12-month period preceding the Annual Review date and any other information collected at the Annual Review. This fee will be documented prior to it becoming payable. It will be billed and payable no earlier than 12 months after the original agreement has been signed. Significant changes in your life circumstances since the date of your previously prepared plan could result in a higher than expected fee. All fees will be agreed upon in writing. If the either the Comprehensive Planning fee paid quarterly or the ongoing, negotiated fee, at a maximum of 0.50% annually on all assets under management was chosen, the annual review fee is already included and will not be billed separately. Termination of Comprehensive or Modular Planning You can terminate the agreement, in writing, at any time prior to the presentation of any final planning documents. If the Comprehensive Planning fee chosen was the upfront, negotiated flat fee, we will bill you at an hourly rate of $500 for the time spent in the design of such financial documents (minimum 2 hours or $1,000) through the date of termination. All fees collected in excess of $1,000 or those billed for the time spent if more than $1000 will be returned to you. Once the financial plan has been completed and presented to you, termination of the Financial Planning Agreement is no longer an option. If the either the Comprehensive Planning fee paid quarterly or the ongoing, negotiated fee, at a maximum of 0.50% annually on all assets under management was chosen, that fee will cease to be charged as of the first day of the quarter following written notice (January 1, April 1, July 1 or October 1). No fees will be returned. Investment Management Services Fees Investment Management Services are provided on an asset-based fee arrangement (“asset management fee”). The asset management fee will be calculated at a maximum rate of 2.00% annually, in advance based on the quarter ending market value of your Portfolio Management account(s), your Portfolio Monitoring account(s) and Affiliated Funds, excluding any Andina Branded Funds8 (hereinafter referred to as your “Billable Portfolio”). ACM has identified a number of investments to provide an alternative to holding cash for shorter periods of time, affording the opportunity to earn yield over that of just holding cash. If your Billable Portfolio includes “transfer/cash management” account(s) any cash, cash equivalent or “Seed” investments will be charged at 0.20% annually, calculated in advance based on the quarter ending market value of the cash, cash equivalent or “Seed” investment value and all other assets will be charged at the agreed asset management fee, calculated in advance based on the quarter ending market value of those positions. Asset and Short-Term Cash Management Fees will be calculated by taking the applicable annual rate divided by the numbers of days in the year, multiplied by the number of days in the upcoming quarter (i.e., Annual Rate%/365*90 days in the 1st quarter). Andina Branded Funds pay ACM a management fee up to maximum of 1.25% annually. Their general partner is Andina Partners, LLC, a Utah limited liability company organized in May 2012. See the applicable Confidential Private Placement Memorandum (“PPM”) for more details. See also “Potential Conflicts Working with Affiliated Entities” in Item 10 – “Other Financial Industry Activities & Affiliations”. No asset management fee will be charged on these investments. The Andina Affiliated funds posted fee is 2% management fee on committed capital, and a performance fee after limited partners receive a preferred return (these terms are fully described in the applicable Private Placement Memorandum (“PPM”)). 8 Currently the Andina Branded Funds are the Andina Global Strategies Fund, LP and the Andina Private Credit Strategies, LP and the Copperstone Multi- Series IDF, LP. Currently the applicable Andina Affiliated Funds are those managed by Mercatus Partners, LLC, and K Fund Capital Management, LLC Page 12 of 28 Disclosure Brochure Brett Belliston and Eric Barlow receive a proportionate share of the performance fees, based on their ownership in the applicable Andina Affiliated Funds, which ranges from 25.0% to 33.3% each. See also “Potential Conflicts Working with Affiliated Entities” in Item 10 – “Other Financial Industry Activities & Affiliations”. We generally require a minimum initial investment of $50,000 to open a managed account; however, we retain the right to waive or reduce this minimum if we feel circumstances are warranted. Protocols for Investment Management Services The following protocols establish how we handle your Portfolio Management and Portfolio Monitoring accounts and what you should expect when it comes to (i) managing your account; (ii) your bill for investment services; (iii) deposits and withdrawing funds from your account(s); and (iv) other fees charged to your account(s). Discretion We will establish discretionary trading authority on all Portfolio Management accounts to execute securities transactions without your prior consent or advice. However, you may, at any time, impose restrictions, in writing, on our discretionary authority (i.e., limit the types/amounts of particular securities purchased for your account, etc.). Billing, Deposits and Withdrawals Asset management fees for Portfolio Management accounts will be deducted first from any money market funds or cash balances of the account on which the fees were calculated. If such assets are insufficient to satisfy payment of such fees, a portion of the account assets will be liquidated to cover the fees. Asset management fees for Portfolio Monitoring accounts will be deducted from the 1) the transfer/cash management account, first from any cash balances or money market funds of the account; or 2) any other account so designated by your advisor. If such assets are insufficient to satisfy payment of such fees, a portion of the cash account or other account assets will be liquidated to cover the fees. For new Portfolio Management accounts and Portfolio Monitoring accounts opened in mid-quarter or for additional investments made mid-quarter, our fee will be based on a pro-rated calculation of your assets to be managed for the current calendar quarter. For assets you may withdraw during the quarter, we make pro-rated refunds of our quarterly asset management fee. Those refunds will first be applied as an adjustment to any outstanding fees payable and second returned to the account from which they were originally withdrawn. Fee Exclusions: Custodians The above fees for our Investment Management Services are exclusive of any charges imposed by the custodial firm who has custody of your account; including, but not limited to: (i) any Exchange/SEC fees; (ii) certain transfer taxes; (iii) service or portfolio account charges, such as, postage/handling fees, electronic fund and wire transfer fees, auction fees, debit balances, margin interest, certain odd-lot differentials, and mutual fund short-term redemption fees; and (iv) brokerage and execution costs associated with securities held in your managed account. There can also be other fees charged to your account that are unaffiliated with our management services. Fee Exclusions: Mutual Funds and ETFs/ETNs In addition, all fees paid to us for Investment Management services are separate from any fees and expenses charged on mutual fund shares by the investment company or by the investment advisor managing the mutual fund portfolios. These expenses generally include management fees and various fund expense, such as 12b-1 fees. Redemption fees, account fees, purchase fees, contingent deferred sales charges, and other sales load charges may occur but are the exception within managed portfolio accounts at institutional custodians. A complete explanation of these expenses charged by the mutual funds is contained in each mutual fund’s prospectus. You are encouraged to carefully read the fund prospectus. Page 13 of 28 Disclosure Brochure Fee Exclusions: Portfolio Monitoring Accounts Portfolio Manager Platform – Account assets maintained with the Independent Portfolio Manager under their master account with their custodial firm will generally handle the billing associated with their investments. Our asset management fee will be charged in addition to their fees. In some cases, the Portfolio Manager will share a portion of their management fee with us, paying ACM directly. In those cases, we will not charge our asset management fee. Separately Managed Accounts – Under a Separately Managed Account (“SMA”) arrangement, the Independent Portfolio Manager will be given access to your account maintained under our master account with our custodial firm to manage the agreed upon portion of your assets. The Independent Portfolio Manager will collect their own management fee. Our asset management fee will be charged in addition to their fees. Independent Portfolio Managers: For Independent Portfolio Managers who are not managing your portfolio under their portfolio platform or an SMA arrangement, you will want to consult that Independent Portfolio Manager’s Disclosure Brochure for their policies on how they will handle your account; such as, billing, deposits and withdrawals, fee exclusions, termination, and any other unique advisory costs associated with their service since we do not take discretion over the management of your account. We will discuss these arrangements with you when we go to open your account with an Independent Portfolio Manager; however, you are still encouraged to read their terms on your own. Our asset management fee will be charged in addition to their fees. All Portfolio Managers that fall within the Portfolio Monitoring category will have their own fee schedules disclosed in their Disclosure Brochures (the Portfolio Manager’s ADV Part 2A: Firm Brochure or Part 2A Appendix 1: Wrap Fee Program Brochure), which we will provide you prior to, or at the same time as, opening an account. For more information on the custodial firm that we will recommend to custody your portfolio accounts, see Item 12 - “Brokerage Practices.” Termination of Investment Management Services Either party (you or us) may terminate our Investment Management Services by written notification to the other party at any time, thereby terminating the Investment Management Services Agreement. Such written notification should include the date the termination will go into effect along with any final instructions on the account (i.e., liquidate the account, finalize all transactions and/or cease all investment activity). In the event termination does not fall on the last day of a calendar quarter, you shall be entitled to a pro-rated refund of the prepaid quarterly asset management fee based upon the number of days remaining in the quarter after the termination notice goes into effect. Once the termination of Investment Management Services has been implemented, neither party has any obligation to the other – we no longer earn asset management fees or give investment advice and you become responsible for making your own investment decisions. Consolidated Reporting Fee Consolidated Reporting is a delivery system whereby statements and other data from multiple sources are collected and consolidated into a single quarterly report for your review and consideration. This service is included in the asset management fee for your Billable Portfolio. However, if you desire to include other accounts/investments not included in your Billable Portfolio on your quarterly reports, each account will be charged a Consolidated Reporting Fee of 0.15% annually based on its reported quarter ending market value. We also offer Consolidated Reporting for your entire portfolio independent of Investment Management Services, allowing you to retain your current advisor relationships, but receive comprehensive portfolio information. Each account included will be charged a Consolidated Reporting Fee of 0.15% annually based on its reported quarter ending market value. Page 14 of 28 Disclosure Brochure PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT The Managing Members of ACM, Eric S. Barlow and J. Brett Belliston, serve as investment committee members and non-managing partners of several Affiliated Funds. The fee structure for some of the Affiliated Funds includes a performance-based component. For you to participate in those that charge a performance fee you must be defined by at least one as follows: 1. A “qualified client” as defined in Rule 205-3 under the 1940 Investment Adviser Act; 2. A “qualified purchaser” under Section 2(a)(51) of the 1940 Investment Company Act. If you do not meet either of these qualifications, you are disqualified from investing in those private funds with a performance fee. However, should it be determined that you do fit the criteria to invest in one or more of the investment funds, and you express interest to invest, a Confidential Private Placement Memorandum (“PPM”) will be provided. This PPM discloses all possibilities for conflicts of interest and inherent risks, which are necessary for you to make an informed decision. You are under no obligation to invest in any of the private investment funds. However, if you do choose to invest, you also have the right to rescind your subscription and receive a full refund of your investment within three (3) business days after entering into a Subscription Agreement. For more information on these Funds, please see “Financial Industry Affiliation”, including subsections “Potential Time Management Conflict” and “Potential Conflicts Working with Affiliated Entities” under Item 10 below - “Financial Industry Activities & Affiliations.