Alley Company

Item 1: Cover Page Item 1: Cover Page Part 2A of Form ADV Firm Brochure March 27, 2026 Alley Investment Management Company, LLC CRD No. 317544 272 Market Square Suite 214 Lake Forest, IL 60045 Office: (847) 482-0938 Website: www.alleycompanyllc.com This brochure provides information about the qualifications and business practices of Alley Investment Management Company, LLC. If you have any questions about the contents of this brochure, please contact us at 847-482-0938 or stacy@alleycompanyllc.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration with the SEC or state regulatory authority does not imply a certain level of skill or expertise. Additional information about Alley Investment Management Company, LLC, is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 1 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 2: Material Changes Item 2: Material Changes This Firm Brochure is our disclosure document prepared according to regulatory requirements and rules. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business’ fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. The following material changes were made to this Brochure since the last annual update issued on March 25, 2025:  Alley Company has a business arrangement with SCS Capital Management LLC (“SCS”), an indirect, wholly owned subsidiary of Focus LLC, under which certain clients of Alley Company have the option of investing in certain private investment vehicles managed by SCS. Alley Company is an affiliate of SCS by virtue of being under common control with it. Please see Items 4, 5, 8, 10, and 11 of this Brochure for further details and conflicts of interest.  Alley Company helps clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”). FRS does not receive any compensation from serving our clients. Further information on this service is available in Items 4, 5 and 10 of this Brochure. Page 2 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 3: Table of Contents Item 3: Table of Contents Item 1: Cover Page ...................................................................................................................................................... 1 Item 2: Material Changes .......................................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................................... 4 Item 5: Fees and Compensation ............................................................................................................................ 7 Item 6: Performance-Based Fees and Side-by-Side Management ......................................................... 10 Item 7: Types of Clients ........................................................................................................................................... 11 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ................................................. 12 Item 9: Disciplinary Information ........................................................................................................................... 18 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 19 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................................... 22 Item 12: Brokerage Practices ................................................................................................................................... 24 Item 13: Review of Accounts ................................................................................................................................... 29 Item 14: Client Referrals and Other Compensation ........................................................................................ 30 Item 15: Custody .......................................................................................................................................................... 33 Item 16: Investment Discretion ............................................................................................................................... 34 Item 17: Voting Client Securities ............................................................................................................................ 35 Item 18: Financial Information ................................................................................................................................ 36 Page 3 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 4: Advisory Business Item 4: Advisory Business A. Description of Your Advisory Firm Alley Investment Management Company, LLC (“Alley Company” and/or the “firm”), is a registered investment advisory firm with the U.S. Securities and Exchange Commission. Alley Investment Management Company acquired the advisory business of Alley Company, LLC, which was established in 1998. Focus Financial Partners Alley Company is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, Alley Company is a wholly-owned indirect subsidiary of Focus LLC. Focus Financial Partners Inc is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority- owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because Alley Company is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of Alley Company. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers and other firms (the “Focus Partners”), most of which provide wealth management, benefit consulting and investment consulting services to individuals, families, employers, and institutions. Some Focus Partners also manage or advise limited partnerships, private funds, or investment companies as disclosed on their respective Form ADVs. Alley Company is managed by Steve Alley, Rik Duryea, Tom Van Vuren, and Stacy Ambrosini (“Alley Company Principals”), pursuant to a management agreement between AIMCO, LLC and Alley Company. The Alley Company Principals serve as leaders and officers of Alley Company and are responsible for the management, supervision and oversight of Alley Company. B. Description of Advisory Services Offered Portfolio Management Services Alley Company provides a complete portfolio management service, commonly referred to as separate account management. This includes the purchase, sale, and continuous supervision of all assets under management. Generally, we invest in stocks, exchange-traded funds, and bonds, although stock options and convertible securities, among other investments, may be used in the customization of client portfolios or asset allocation programs. Alley Company will accept restrictions from clients on the use of certain securities in the portfolios. Our equity investment objective is to compound long-term rates of return in a tax-efficient manner in a separate account format. To achieve this goal, we make U.S. large-cap equities the centerpiece investment for our clients, because historically this asset class has produced attractive risk-adjusted returns. Page 4 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 4: Advisory Business Alley Company’s flagship equity strategies are the Alley Company Core Portfolio, the Alley Company Dividend Portfolio, and the Alley Company Hybrid Portfolio. The Core Portfolio philosophy is to focus on growth companies with proven track records, astute management teams, and strong potential for sustainable growth. Our Dividend Portfolio philosophy is to invest in high-quality companies with strong dividend paying cultures. The Hybrid Portfolio is a blend of the Core and Dividend Portfolios. Alley Company builds asset-allocation programs for clients around the Alley Company Core, Dividend, and Hybrid Portfolios. We develop these programs using low-cost and tax-efficient exchange-traded funds as well as fixed-income products to meet client-specific needs. Alley Company also provides sub-advisory and model portfolio management services for other investment advisers using the aforementioned separate account disciplines. For its discretionary asset management services, Alley Company receives a limited power of attorney to effect securities transactions on behalf of its clients that include securities and strategies described in Item 8 of this brochure. In addition, pursuant to the terms of its investment advisory agreement with clients, Alley Company will remind clients of their obligation to inform Alley Company of any modifications or restrictions that should be imposed on the management of the client’s account. Alley Company will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Retirement Accounts. Alley Company is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to investment management services and investment advice provided to ERISA plans and ERISA plan participants. Alley Company is also a fiduciary under Section 4975 of the Internal Revenue Code of 1986, as amended (the “IRC”) with respect to investment management services and investment advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, Alley Company is subject to specific duties and obligations under ERISA and the IRC, as applicable, that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations under the federal and state securities laws or as a waiver of any non-waivable rights you possess. Retirement Rollovers – Conflicts and Added Fees. Plan participants may be paying little or nothing for the plan’s investment services. As such, investment management costs are likely to be higher when engaging an investment adviser for professional investment management. Alternative courses of action are available to the plan participant: (i) Assuming it is permitted by the Plan, you can leave your money in your current Plan. (ii) If you have changed employers, you can roll your assets into the new employer’s Plan, if permissible by your new employer. (iii) You can establish an IRA R/O and place into a commission-based account at a broker-dealer. (iv) You can establish an IRA R/O and place into a fee-based advisory account. (v) You can withdraw your retirement money and pay the taxes and any applicable penalties. Your decision to roll assets Page 5 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 4: Advisory Business from a qualified plan to a financial professional should be determined by your need for a desired level of investment services, the associated costs, and access to a diverse range of investment products that meet your personal risk tolerance and investment objective. Insurance Solutions Alley Company helps clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent company, Focus Financial Partners, LLC. Please see Items 5 and 10 for a fuller discussion of this service and other important information. Related Private Fund Manager Alley Company has a business arrangement with SCS Capital Management LLC (“SCS”), who is an indirect, wholly owned subsidiary of Focus LLC, under which certain clients of Alley Company have the option of investing in certain private investment vehicles managed by SCS. Alley Company is an affiliate of SCS by virtue of being under common control with it. Please see Items 5, 10, and 11 of this Brochure for further details. C. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. D. Wrap Fee Programs Alley Company is a model manager and provides a model portfolio/investment strategy to wrap fee sponsors. E. Client Assets Under Management As of December 31, 2025, Alley Company is responsible for managing $5,664,949,318 in client assets. This value includes $907,186,338 in discretionary assets under management, $40,329,776 in assets under advisement, and $4,717,433,204 in Unified Managed Account (UMA) programs. Page 6 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 5: Fees and Compensation Item 5: Fees and Compensation A. Methods of Compensation and Fee Schedule Portfolio Management Services Alley Company is compensated solely on a fee basis. Alley Company’s fee for services is an asset-based fee calculated as a percentage of the value of the managed assets, calculated according to the following fee schedule: Assets Under Management Annual Fee Up to $5 million Above $5 million 1.00% 0.80% Generally, the minimum account size is $2,000,000. Cash and the value of securities held on margin are included for billing purposes. Other billing rates and methods can be agreed to in special circumstances. The charges do not include commissions, as the adviser does not accept them. Asset-based fees are always subject to the investment advisory agreement between the client and Alley Company. Such fees are payable quarterly in advance. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a calendar month. Adjustments for significant contributions to and distributions from a client’s portfolio are prorated for the month in which the change occurs. Fees are generally deducted from the clients’ assets, although they also may be billed directly to the client for payment; clients may select either method of payment. A client investment advisory agreement may be canceled at any time by either party upon written notice. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement. Upon termination of any account, any unearned, prepaid fees will be promptly refunded. Insurance Solutions Alley Company helps clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent company, Focus Financial Partners, LLC. FRS assists our clients with regulated insurance sales activity by advising our clients on insurance matters and placing insurance products for them and/or referring our clients to certain third-party insurance brokers (the “Brokers”), with whom FRS has agreements, which either separately or together with FRS place insurance products for them. FRS does not receive any compensation from the Brokers or any other third parties for serving our clients. Additionally, in exchange for allowing certain of the Brokers to offer their services to clients of other Focus firms, FRS receives periodic fees (the “Platform Fees”) from such Brokers. The Platform Fees are expected to change over time. Such Platform Fees are revenue for FRS and, ultimately, for our common parent company, Focus, but we do not share in such revenue Page 7 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 5: Fees and Compensation and no portion of the Platform Fees is attributable to our clients’ use of the Brokers’ services. Further information on this service is available in Item 10 of this Brochure. Related Private Fund Manager Alley Company does not receive any compensation from SCS in connection with assets that Alley Company’s clients place in SCS’s pooled investment vehicles. Alley Company’s clients are not advisory clients of and do not pay advisory fees to SCS. However, Alley Company’s clients bear the costs of SCS’s investment vehicle or vehicles in which they are invested, including any management fees and performance fees payable to SCS. The allocation of Alley Company client assets to SCS’s pooled investment vehicles, rather than to an unaffiliated investment manager, increases SCS’s compensation and the revenue to Focus LLC relative to a situation in which Alley Company’s clients are excluded from SCS’s pooled investment vehicles or invested in an unaffiliated third party’s pooled investment vehicles. As a consequence, Focus LLC has a financial incentive to cause Alley Company to recommend that Alley Company’s clients invest in SCS’s pooled investment vehicles. B. Client Payment of Fees Alley Company generally requires fees to be prepaid on a quarterly basis. Alley Company’s fees will either be paid directly by the client or disbursed to Alley Company by the qualified custodian of the client’s investment accounts. Alley Company will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. A client investment advisory agreement may be canceled at any time by either party upon written notice. Upon termination of any account, any unearned, prepaid fees will be promptly refunded. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement. C. Additional Client Fees Charged All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, broker-dealers, and custodians retained by clients. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, and by any broker-dealer or custodian retained by the client. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. Please refer to the Brokerage Practices section (Item 12) for additional information regarding the firm’s brokerage practices. Page 8 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 5: Fees and Compensation D. External Compensation for the Sale of Securities to Clients Alley Company is not paid any sales, service, or administrative fees for the sale of mutual funds or any other investment products. Page 9 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 6: Performance-Based Fees and Side-by-Side Management Item 6: Performance-Based Fees and Side-by-Side Management Alley Company does not charge performance-based fees. Page 10 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 7: Types of Clients Item 7: Types of Clients Alley Company provides investment services primarily to high-net-worth individuals that encompass business executives, entrepreneurs, retirees, and investors with large families. We also specialize in managing investments for institutions, foundations, and family offices. The minimum account size is $2,000,000. Alley Company reserves the right to waive the minimum account size in its sole discretion. Page 11 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies The methods of analysis may include fundamental and technical analysis; computer-based risk/return analysis; and statistical and/or computer models utilizing long-term economic criteria. Alley Company may employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. Alley Company manages equity portfolios for clients using three primary investment strategies:  Alley Company Core Portfolio – The Core Portfolio philosophy focuses on investing in high-quality large-cap companies with proven track records, strong growth prospects, and leadership positions in the markets they serve. This portfolio, from time to time, will also invest a small portion of the assets in small- and mid-cap companies that are deemed to have the potential to become large-cap over time.  Alley Company Dividend Portfolio – The Dividend Portfolio philosophy focuses on investing in high-quality companies that have strong dividend-paying tendencies or cultures. We invest in companies that have the fundamental wherewithal to sustainably pay a high dividend, as well as companies that demonstrate a high level of dividend growth. We strive to invest in companies with sound fundamentals that have the ability to sustain and grow their dividend payouts over time.  Alley Company Hybrid Portfolio – The Hybrid Portfolio is a blend of the Core and Dividend Portfolios. A.1. Exchange-Traded Funds, Individual Securities, and Pooled Investment Vehicles Alley Company may recommend exchange-traded funds (ETFs), individual securities (including fixed income instruments), and pooled investment vehicles. Alley Company uses ETFs to gain exposure to certain industry groups or asset classes. The use of ETFs, which are low-cost and generally tax-efficient vehicles, plays a significant role in our ability to build asset allocation programs for our clients. In developing asset allocation programs for clients, Alley Company generally uses the core or dividend portfolios in a separate account format as the large-cap centerpiece and then invests in ETFs to gain exposure to various other asset classes such as small- and mid-cap, international, emerging markets, or fixed income. For portfolios where the assets are not large enough to build a separate account portfolio of individual stocks or bonds, we use ETFs to build the portfolio asset allocation. Alley Company generally has low portfolio turnover and manages the portfolios as tax efficiently as possible. Alley Company has formed relationships with third-party vendors that perform certain other administrative tasks. Alley Company may utilize additional independent third parties to assist it in recommending and monitoring individual securities as appropriate under the circumstances. Additionally, clients qualified to invest in pooled investment vehicles should review the private placement memoranda or other disclosure materials relating to such vehicles before making a decision to invest. Page 12 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A.2. Material Risks of Investment Instruments Alley Company typically invests in individual securities and exchange-traded funds for the vast majority of its clients. Alley Company generally effects transactions in the following types of securities:  Equity securities  Mutual fund securities  Exchange-traded funds  Fixed income securities  Commercial paper and certificates of deposit  Municipal securities  U.S. government securities  Corporate debt obligations  Private placements  Pooled investment vehicles A.2.a. Equity Securities Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk. A.2.b. Mutual Fund Securities Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. A.2.c. Exchange-Traded Funds (“ETFs”) ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs®, Vanguard, NASDAQ 100 Index Tracking StockSM (“QQQs SM”), and iShares®. The funds could purchase an ETF to gain exposure to a portion of the U.S. or foreign market. The funds, as a shareholder of another investment company, will bear their pro-rata portion of the other investment company’s advisory fee and other expenses, in addition to their own expenses. Page 13 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. As a general business practice, the firm does not invest in ETFs that use leverage. To the extent the firm may utilize leveraged ETFs, please note the following: Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employ the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. A.2.e. Fixed Income Securities Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign), and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. A.2.f. Commercial Paper and Certificates of Deposit Commercial paper and certificates of deposit are generally considered safe instruments, although they are subject to the level of general interest rates, the credit quality of the issuing bank and the length of maturity. With respect to certificates of deposit, depending on the length of maturity there can be prepayment penalties if the client needs to convert the certificate of deposit to cash prior to maturity. A.2.g. Municipal Securities Municipal securities carry additional risks than those of corporate and bank-sponsored debt securities described above. These risks include the municipality’s ability to raise additional tax revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity. Municipal bonds are generally tax-free at the federal level, but may be taxable in individual states other than the state in which both the investor and municipal issuer is domiciled. A.2.h. U.S. Government Securities U.S. government securities include securities issued by the U.S. Treasury and by U.S. government agencies and instrumentalities. U.S. government securities may be supported by the full faith and credit of the United States. Page 14 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A.2.i. Corporate Debt Obligations Corporate debt obligations include corporate bonds, debentures, notes, commercial paper, and other similar corporate debt instruments. Companies use these instruments to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and must repay the amount borrowed at maturity. Commercial paper (short-term unsecured promissory notes) is issued by companies to finance their current obligations and normally has a maturity of less than nine months. In addition, the firm may also invest in corporate debt securities registered and sold in the United States by foreign issuers (Yankee bonds) and those sold outside the U.S. by foreign or U.S. issuers (Eurobonds). A.2.j. Private Placements Private placements carry significant risk in that companies using the private placement market conduct securities offerings that are exempt from registration under the federal securities laws, which means that investors do not have access to public information and such investors are not provided with the same amount of information that they would receive if the securities offering was a public offering. Moreover, many companies using private placements do so to raise equity capital in the start-up phase of their business, or require additional capital to complete another phase in their growth objective. In addition, the securities issued in connection with private placements are restricted securities, which means that they are not traded on a secondary market, such as a stock exchange, and they are thus illiquid and cannot be readily converted to cash. A.2.k. Pooled Investment Vehicles A pooled investment vehicle, such as a commodity pool or investment company, is generally offered only to investors who meet specified suitability, net worth and annual income criteria. Pooled investment vehicles sell securities through private placements and thus are illiquid and subject to a variety of risks that are disclosed in each pooled investment vehicle’s confidential private placement memorandum or disclosure document. Investors should read these documents carefully and consult with their professional advisors prior to committing investment dollars. Because many of the securities involved in pooled investment vehicles do not have transparent trading markets from which accurate and current pricing information can be derived, or in the case of private equity investments where portfolio security companies are privately held with no publicly traded market, the firm will be unable to monitor or verify the accuracy of such performance information. B. Investment Strategy and Method of Analysis Material Risks Clients should be aware that inherent in owning portfolios of stocks and bonds is the risk that individual securities or the overall portfolio may decline in value during times of stress in the economy or the underlying entity representing a specific security. Our investment strategy is custom-tailored to the client’s goals, investment objectives, risk tolerance, and personal and financial circumstances. Page 15 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss B.1. Margin Leverage Although Alley Company, as a general business practice, does not utilize leverage, there may be instances in which exchange-traded funds, and, from time to time, certain Alley Company clients utilize leverage by investing through margin accounts. In this regard please review the following: The use of margin leverage enhances the overall risk of investment gain and loss to the client’s investment portfolio. For example, investors are able to control $2 of a security for $1. So if the price of a security rises by $1, the investor earns a 100% return on their investment. Conversely, if the security declines by $.50, then the investor loses 50% of their investment. The use of margin leverage entails borrowing, which results in additional interest costs to the investor. Broker-dealers who carry customer accounts require a minimum equity requirement when clients utilize margin leverage. The minimum equity requirement is stated as a percentage of the value of the underlying collateral security with an absolute minimum dollar requirement. For example, if the price of a security declines in value to the point where the excess equity used to satisfy the minimum requirement dissipates, the broker-dealer will require the client to deposit additional collateral to the account in the form of cash or marketable securities. A deposit of securities to the account will require a larger deposit, as the security being deposited is included in the computation of the minimum equity requirement. In addition, when leverage is utilized and the client needs to withdraw cash, the client must sell a disproportionate amount of collateral securities to release enough cash to satisfy the withdrawal amount based upon similar reasoning as cited above. Regulations concerning the use of margin leverage are established by the Federal Reserve Board and vary if the client’s account is held at a broker-dealer versus a bank custodian. Broker-dealers and bank custodians may apply more stringent rules as they deem necessary. B.2. Short-Term Trading Although Alley Company, as a general business practice, does not utilize short-term trading, there may be instances in which short-term trading may be necessary or an appropriate strategy. In this regard, please read the following: There is an inherent risk for clients who trade frequently in that high-frequency trading creates substantial transaction costs that in the aggregate could negatively impact account performance. B.3. Option Strategies Various option strategies give the holder the right to acquire or sell underlying securities at the contract strike price up until expiration of the option. Each contract is worth 100 shares of the underlying security. Options entail greater risk but allow an investor to have market exposure to a particular security or group of securities without the capital commitment required to purchase the underlying security or groups of securities. In addition, options allow investors to hedge security positions held in the portfolio. For detailed information on the use of options and Page 16 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss option strategies, please contact the Options Clearing Corporation for the current Options Risk Disclosure Statement. Alley Company as part of its investment strategy may employ covered call writing. Covered call writing is the sale of in-, at-, or out-of-the-money call option against a long security position held in the client portfolio. This type of transaction is used to generate income. It also serves to create downside protection in the event the security position declines in value. Income is received from the proceeds of the option sale. Such income may be reduced to the extent it is necessary to buy back the option position prior to its expiration. This strategy may involve a degree of trading velocity, transaction costs and significant losses if the underlying security has volatile price movement. Covered call strategies are generally suited for companies with little price volatility. C. Security-Specific Material Risks There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. D. Cybersecurity The computer systems, networks and devices used by Alley Company and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Page 17 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 9: Disciplinary Information Item 9: Disciplinary Information A. Criminal or Civil Actions There is nothing to report on this item. B. Administrative Enforcement Proceedings There is nothing to report on this item. C. Self-Regulatory Organization Enforcement Proceedings There is nothing to report on this item. Page 18 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 10: Other Financial Industry Activities and Affiliations Item 10: Other Financial Industry Activities and Affiliations A. Broker-Dealer or Representative Registration Neither Alley Company nor its supervised persons are registered broker-dealers or registered representatives of a broker dealer and they do not have an application to register pending. As noted under Item 4 above, some of the other Focus Partners are broker-dealers. B. Futures or Commodity Registration Neither Alley Company nor its supervised persons are registered as a commodity firm, futures commission merchant, commodity pool operator, or commodity trading adviser and do not have an application to register pending. As noted under Item 4 above, some of the other Focus Partners are commodity pool operators. C. Material Relationships Maintained by this Advisory Business and Conflicts of Interest C.1. Focus Financial Partners As noted above in response to Item 4, certain investment vehicles affiliated with CD&R collectively are indirect majority owners of Focus LLC, and certain investment vehicles affiliated with Stone Point are indirect owners of Focus LLC. Because Alley Company is an indirect, wholly- owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of Alley Company. C.2. Envestnet Asset Management, Inc. Alley Company is contracted as a sub-adviser and model provider to Envestnet Asset Management, Inc. (“EAM”). Alley Company uploads model portfolios to EAM, which EAM then makes available to other investment advisers who have subscribed to the EAM investment platform. Alley Company paid an initial technology set-up fee to establish Alley Company on the EAM platform and pays a quarterly model maintenance fee. Beyond these fees, other than the applicable asset-based fee paid to Alley Company, there is no additional remuneration paid by EAM to Alley Company or by Alley Company to EAM. C.3. Focus Risk Solutions Alley Company helps clients obtain certain insurance products by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent company, Focus Financial Partners, LLC (“Focus”). FRS assists our clients with regulated insurance sales activity by advising our clients on insurance matters and placing insurance products for them and/or referring our clients to certain third-party insurance brokers (the “Brokers”), with whom FRS has agreements, which either separately or together with FRS place insurance products for them. Page 19 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 10: Other Financial Industry Activities and Affiliations Neither we nor FRS receives any compensation from the Brokers or any other third parties for providing insurance solutions to our clients. For services provided by FRS to clients of other Focus firms, FRS receives a percentage of the upfront commission or a percentage of the ongoing premiums for policies successfully placed with insurance carriers on behalf of referred clients. Additionally, in exchange for allowing certain of the Brokers to offer their services to clients of other Focus firms, FRS receives periodic fees (the “Platform Fees”) from such Brokers. The Platform Fees are expected to change over time. Such Platform Fees are revenue for FRS and, ultimately, for our common parent company, Focus, but we do not share in such revenue and no portion of the Platform Fees is attributable to our clients’ use of the Brokers’ services. Such compensation to FRS, including the Platform Fees, is also revenue for our common parent company, Focus. However, this compensation to FRS does not come from insurance solutions provided to any of our clients. The volume generated by our clients’ transactions does benefit FRS and Focus in attracting, retaining, and negotiating with the Brokers and insurance carriers. We mitigate this conflict by: (1) fully and fairly disclosing the material facts concerning the above arrangements to our clients, including in this Brochure; (2) offering FRS solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services; and (3) not sharing in any portion of the Platform Fees. Additionally, we note that clients who use FRS’s services will receive product-specific disclosure from the Brokers and insurance carriers and other unaffiliated third-party intermediaries that provide services to our clients. The insurance premium is ultimately dictated by the insurance carrier, although in some circumstances the Brokers or FRS may have the ability to influence an insurance carrier to lower the premium of the policy. The final rate may be higher or lower than the prevailing market rate. We can offer no assurances that the rates offered to you by the insurance carrier are the lowest possible rates available in the marketplace.C.4. Related Private Fund Manager Alley Company has a business relationship with other Focus firms that is material to Alley Company’s advisory business or to Alley Company’s clients. Under certain circumstances, Alley Company offers clients the opportunity to invest in pooled investment vehicles managed by SCS. SCS provides these services to such clients pursuant to limited liability company agreement or limited partnership agreement documents and in exchange for a fund-level management fee and performance fee paid by clients and not by Alley Company. SCS, like Alley Company, is an indirect wholly owned subsidiary of Focus LLC and is therefore under common control with Alley Company. The allocation of clients’ assets to SCS’s pooled investment vehicles, rather than to an unaffiliated investment manager, increases SCS’s, and indirectly, Focus LLC’s, compensation and revenue. As a consequence, Focus LLC has a financial incentive to cause Alley Company to recommend that clients invest in SCS’s pooled investment vehicles, which creates a conflict of interest with Alley Company clients who invest, or are eligible to invest, in SCS’s pooled investment vehicles. More information about Focus LLC can be found at www.focusfinancialpartners.com. Alley Company believes this conflict is mitigated because of the following factors: (1) this arrangement is based on reasonable belief that investing a portion of Alley Company’s clients’ Page 20 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 10: Other Financial Industry Activities and Affiliations assets in SCS’s investment vehicles is in the best interests of the clients; (2) SCS and its investment vehicles have met the due diligence and performance standards that we apply to outside, unaffiliated investment managers; (3) clients will invest in the pooled investment vehicles on a nondiscretionary basis through the completion of subscription documentation; (4) subject to redemption restrictions, Alley Company is willing and able to reallocate Alley Company client assets to other unaffiliated or affiliated investment vehicles, in part or in whole, if SCS’s services become unsatisfactory in Alley Company’s judgment and at Alley Company’s sole discretion; and (5) Alley Company has fully and fairly disclosed the material facts regarding this relationship to clients, including in this Brochure, and Alley Company clients who invest in SCS’s pooled investment vehicles have given informed consent to those investments. C.5. Bernardi Securities’ Recommendation of Alley Company Bernardi Securities recommends that certain clients engage Alley Company to manage equity portfolios for its clients pursuant to an arrangement where it will receive a portion of the fees received from clients who engage Alley Company. Bernardi Securities has an incentive to recommend to potential end clients that they utilize the services of Alley Company, given that Bernardi Securities will receive a portion of the fees. C.6. C-Level Officers as Clients Certain of the firm’s individual clients are C-level officers of publicly traded companies where such companies may comprise a portion of the portfolio holdings for one or more of Alley Company’s managed portfolios. Please be advised that Alley Company has a disciplined multi- layered research process and does not consider the individual client relationship as a factor in determining whether or not to invest in a particular company for its managed portfolios. D. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest D.1. Alley Company’s Recommendation of Bernardi Asset Management Alley Company recommends that certain clients engage Bernardi Asset Management to manage separate account fixed income portfolios for clients. This is a promoter’s arrangement that is detailed in Item 14.A. Alley Company has an incentive to recommend to potential end clients that they utilize the services of Bernardi Asset Management, given that Alley Company will receive a portion of the fees. Alley Company notes additionally that it has an incentive to recommend that clients engage Bernardi Asset Management so that Bernardi Securities will refer clients to Alley Company. Page 21 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Description In accordance with the Advisers Act, Alley Company has adopted policies and procedures designed to detect and prevent insider trading. In addition, Alley Company has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of Alley Company's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of Alley Company. Alley Company will send clients a copy of its Code of Ethics upon written request. Alley Company has policies and procedures in place to ensure that the interests of its clients are given preference over those of Alley Company, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. B. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Alley Company does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). Alley Company recommends that certain of our clients invest in a private investment fund managed by an affiliated Focus partner firm. Please refer to Items 4, 5 and 10 for additional information. C. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Alley Company, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase the same securities as are purchased for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is:  owned by the client, or  considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which Alley Company specifically prohibits. Alley Company has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures:  require our advisory representatives and employees to act in the client’s best interest Page 22 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading  prohibit fraudulent conduct in connection with the trading of securities in a client account  prohibit employees from personally benefitting by causing a client to act, or fail to act in making investment decisions  prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions  allocate investment opportunities in a fair and equitable manner  provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client. Advisory representatives and employees must follow Alley Company’s procedures when purchasing or selling the same securities purchased or sold for the client. D. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest Alley Company, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other Alley Company clients. Alley Company will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts. It is the policy of Alley Company to place the client's interests above those of Alley Company and its employees. Page 23 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 12: Brokerage Practices Item 12: Brokerage Practices A. Factors Used to Select Broker-Dealers for Client Transactions A.1. Custodian Recommendations Alley Company may recommend that clients establish brokerage accounts with one or more custodians, depending on client needs, to maintain custody of clients’ assets and to effect trades for their accounts. Although Alley Company may recommend that clients establish accounts at a custodian, it is the client’s decision to custody assets with the custodian. Alley Company is not affiliated with any custodian. For Alley Company clients’ accounts, the custodian may or may not charge separately for custody services, but may be compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through the custodian or that settle into the custodian’s accounts. In certain instances and subject to approval by Alley Company, Alley Company will recommend to clients certain broker-dealers and/or custodians based on the needs of the individual client, taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by Alley Company will be made by and in the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. A.1.a. Soft Dollar Arrangements Alley Company does not utilize soft dollar arrangements. Alley Company does not direct brokerage transactions to executing brokers for research and brokerage services. A.1.b. Institutional Trading and Custody Services Custodians may provide Alley Company with access to their institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Page 24 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 12: Brokerage Practices A.1.c. Other Products and Services Custodians may also make available to Alley Company other products and services that benefit the firm but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of Alley Company's accounts, including accounts not maintained at the custodian. Custodians also makes available to Alley Company managing and administering software and other technology that  provide access to client account data (such as trade confirmations and account statements)  facilitate trade execution and allocate aggregated trade orders for multiple client accounts  provide research, pricing, and other market data  facilitate payment of Alley Company’s fees from its clients’ accounts  assist with back-office functions, recordkeeping, and client reporting Custodians may also offer other services intended to help Alley Company manage and further develop its business enterprise. These services may include  compliance, legal, and business consulting  publications and conferences on practice management and business succession  access to employee benefits providers, human capital consultants, and insurance providers Custodians may also provide other benefits, such as educational events or occasional business entertainment of Alley Company personnel. In evaluating whether to recommend that clients custody their assets at a custodian, Alley Company may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost, or quality of custody and brokerage services provided by the custodian, which may create a potential conflict of interest. A.1.d. Independent Third Parties Custodians may make available, arrange, and/or pay third-party vendors for the types of services rendered to Alley Company. Custodians may discount or waive fees they would otherwise charge for some of these services or all or a part of the fees of a third-party providing these services to Alley Company. A.2. Brokerage for Client Referrals Alley Company does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. Page 25 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 12: Brokerage Practices A.3. Directed Brokerage A.3.a. Alley Company Recommendations Alley Company, if requested by a client, will recommend one or more custodians for the client’s funds and securities and to execute securities transactions depending on the needs of the client. A.3.b. Client-Directed Brokerage Occasionally, clients may direct Alley Company to use a particular broker-dealer to execute portfolio transactions for their account or request that certain types of securities not be purchased for their account. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage Alley Company derives from aggregating transactions. Such client trades are typically effected after the trades of clients who have not directed the use of a particular broker-dealer. Alley Company loses the ability to aggregate trades with other Alley Company advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. B. Aggregating Securities Transactions for Client Accounts B.1. Best Execution Alley Company may recommend that clients establish one or more brokerage accounts to maintain custody of clients’ assets and to effect trades for their accounts. Such accounts will be prime broker eligible, so that if and when the need arises to effect securities transactions at broker-dealers (“executing brokers”) other than with the client’s current custodian, such custodian will accept delivery or deliver the applicable security from/to the executing broker. Custodians charge a “trade away” fee, which is charged against the client’s account for each trade away occurrence. Other custodians have their own policies concerning prime broker accounts and trade away fees. Clients will consult their current custodian for their policies and fees. Alley Company, pursuant to the terms of its investment advisory agreement with clients, has discretionary authority to determine which securities are to be bought and sold, the price of such securities, the executing broker, and the commission rates to be paid to effect such transactions. Alley Company recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. Alley Company will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following:  The financial strength, reputation, and stability of the broker  The efficiency with which the transaction is effected  The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) Page 26 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 12: Brokerage Practices  The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future  The efficiency of error resolution, clearance, and settlement  Block trading and positioning capabilities  Performance measurement  Online access to computerized data regarding customer accounts  Availability, comprehensiveness, and frequency of brokerage and research services  Commission rates  The economic benefit to the client  Related matters involved in the receipt of brokerage services B.2. Security Allocation Since Alley Company may be managing accounts with similar investment objectives, Alley Company may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by Alley Company in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. Alley Company’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. Alley Company will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. Alley Company’s advice to certain clients and entities and the action of Alley Company for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any action of Alley Company with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of Alley Company to or on behalf of other clients. B.3. Order Aggregation Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in Page 27 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 12: Brokerage Practices the best interests of other accounts, then the trade will only be performed for that account. This is true even if Alley Company believes that a larger size block trade would lead to best overall price for the security being transacted. B.4. Allocation of Trades All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” Alley Company acts in accordance with its duty to seek best price and execution and will not continue any arrangements if Alley Company determines that such arrangements are no longer in the best interest of its clients. Page 28 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 13: Review of Accounts Item 13: Review of Accounts A. Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved The President of Alley Company and its employees review all client accounts. Accounts are thoroughly reviewed weekly, and in some cases daily, depending on market conditions. B. Review of Client Accounts on Non-Periodic Basis Alley Company may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how Alley Company formulates investment advice. C. Content of Client-Provided Reports and Frequency Alley Company clients receive a quarterly letter and portfolio report. The report shows a summary of all managed accounts, a portfolio appraisal, a list of realized gains and/or losses, a performance summary, and a fee statement. Alley Company meets in person, virtually, or by phone with clients semi-annually or at intervals deemed appropriate by the client. Page 29 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 14: Client Referrals and Other Compensation Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest A.1. Alley Company’s Recommendation of Bernardi Asset Management Alley Company may recommend Bernardi Asset Management to manage separate account fixed income portfolios for clients. This is a promoter’s arrangement. Alley Company has an economic interest in recommending to potential end clients that they utilize the services of Bernardi Asset Management. Although Alley Company strives to put its clients’ interests first, such recommendation may be viewed as being in the best interests of Alley Company rather than in the best interests of the client. The firm acts as a promoter and receives compensation for referring prospective clients to third- party investment managers. Generally, when the firm acts as a promoter, it is compensated through receipt of a portion of the advisory fees collected from the referral partner’s clients. The receipt of such fees creates a conflict of interest in that the firm is economically incented to recommend the services of the referral partner because of the existence of a fee sharing arrangement with the referral partner. A.2. Focus Financial Partners Alley Company’s parent company is Focus Financial Partners, LLC (“Focus”). From time to time, Focus holds partnership meetings and other industry and best-practices conferences, which typically include Alley Company, other Focus firms and external attendees. These meetings are first and foremost intended to provide training or education to personnel of Focus firms, including Alley Company. However, the meetings do provide sponsorship opportunities for asset managers, asset custodians, vendors and other third-party service providers. Sponsorship fees allow these companies to advertise their products and services to Focus firms, including Alley Company. Although the participation of Focus firm personnel in these meetings is not preconditioned on the achievement of a sales target for any conference sponsor, this practice could nonetheless be deemed a conflict as the marketing and education activities conducted, and the access granted, at such meetings and conferences could cause Alley Company to focus on those conference sponsors in the course of its duties. Focus attempts to mitigate any such conflict by allocating the sponsorship fees only to defraying the cost of the meeting or future meetings and not as revenue for itself or any affiliate, including Alley Company. Conference sponsorship fees are not dependent on assets placed with any specific provider or revenue generated by such asset placement. The following entities have provided conference sponsorship to Focus from January 1, 2025, to February 1, 2026:  Addepar, Inc.  AQR Capital Management, LLC  Bigelow LLC Page 30 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 14: Client Referrals and Other Compensation  BlackRock, Inc.  BOWS Administrator LLC (Brookfield Oaktree Wealth Solutions)  Capital Integration Systems LLC (CAIS)  Charles Schwab & Co., Inc.  Cliffwater LLC  Dimensional Fund Advisors LP  Dinsmore Compliance Services, LLC (DCS)  Eaton Vance Distributors, Inc. (includes Parametric Portfolio Associates)  Edgewood Partners Insurance Center (EPIC) (includes Vanbridge)  Fidelity Brokerage Services LLC (includes FIAM and Wealthscape)  Flourish Financial LLC  Franklin Templeton Distributors LLC (includes O’Shaughnessy Asset Management, L.L.C. (OSAM) and CANVAS) Jackson National Life Distributors LLC   K&L Gates LLP  Lord, Abbett & Co. LLC  Nuveen Securities, LLC  Orion Advisor Solutions, Inc.  Pacific Investment Management Company LLC (PIMCO)  Pinnacle Insurance & Financial Services, LLC  Practifi, Inc.  Quantinno Capital Management LP (includes TaxEdge and DEALS (Direct Equity Active Long Short))  RedBlack Software, LLC (includes intelliflo)  SmartAsset Advisors LLC  Stone Ridge Asset Management LLC  The Vanguard Marketing Corporation, Inc.  T. Rowe Price Investment Services, Inc.  TriState Capital Bank  VRGL Inc. You can access updates to the list of conference sponsors on Focus’s website through the following link: https://focusfinancialpartners.com/conference-sponsors/ Page 31 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 14: Client Referrals and Other Compensation B. Advisory Firm Payments for Client Referrals B.1. Bernardi Securities Recommendation of Alley Company Bernardi Securities recommends that certain clients engage Alley Company to manage equity portfolios for its clients pursuant to an arrangement where it will receive a portion of the fees received from clients who engage Alley Company. Bernardi Securities has an incentive to recommend to potential end clients that they utilize the services of Alley Company. B.2. Promoter Arrangements Alley Company has arrangements in place with certain third parties, called promoters, under which such promoters refer clients to us in exchange for a percentage of the advisory fees we collect from such referred clients. Such compensation creates an incentive for the promoters to refer clients to us, which is a conflict of interest for the promoters. Rule 206(4)-1 under the Advisers Act addresses this conflict of interest by, among other things, requiring disclosure of whether the promoter is a client or a non-client and a description of the material conflicts of interest and material terms of the compensation arrangement with the promoter. Accordingly, we require promoters to disclose to referred clients, in writing: whether the promoter is a client or a non-client; that the promoter will be compensated for the referral; the material conflicts of interest arising from the relationship and/or compensation arrangement; and the material terms of the compensation arrangement, including a description of the compensation to be provided for the referral Page 32 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 15: Custody Item 15: Custody Alley Company is considered to have custody of client assets for purposes of the Advisers Act for the following reasons:  The client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account. Individual advisory clients will receive at least quarterly account statements directly from their custodian containing a description of all activity, cash balances, and portfolio holdings in their accounts. Alley Company urges its clients to compare the account balance(s) shown on their account statements to the quarter-end balance(s) on their custodian's monthly statement. The custodian’s statement is the official record of the account.  Our authority to direct client requests, utilizing standing instructions, for third-party money movement (checks and/or journals, ACH). The firm has elected to engage an independent public accountant to annually conduct a surprise custody exam audit. Page 33 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 16: Investment Discretion Item 16: Investment Discretion Clients may grant a limited power of attorney to Alley Company with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, Alley Company will exercise full discretion as to the nature and type of securities to be purchased and sold, the amount of securities for such transactions, the amount of commissions to be paid, and the executing broker to be used. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Page 34 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 17: Voting Client Securities Item 17: Voting Client Securities Alley Company, as an SEC-registered investment adviser, often has voting power with respect to securities in client accounts. When Alley Company has proxy voting power with respect to securities in a client's account, it owes certain fiduciary duties with respect to the voting of proxies. These fiduciary duties include (i) the duty of care, which requires Alley Company to monitor corporate events and to vote the proxies; and (ii) the duty of loyalty, which requires Alley Company to vote proxies in a manner consistent with the best interests of the client and to put the client's interests before Alley Company's own interests. In keeping with its fiduciary duties, Alley Company has adopted a Proxy Voting Policy, which sets forth the firm's policies and procedures designed to ensure that it votes each client's securities in the best interest of the client. Alley Company will be authorized to take action and render any advice with respect to the voting of proxies for securities held in the client’s account. Alley Company will make an independent valuation for each applicable company held in the client’s account in accordance with its fiduciary obligations as detailed in this policy. Clients may contact Alley Company for information about how the firm voted with respect to any of the securities held in their accounts. Except as required by applicable law, Alley Company will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. Alley Company has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. Alley Company also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Alley Company has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where Alley Company receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. As a general rule, Alley Company will vote all proxies relating to a particular proposal the same way for all client accounts holding the security in accordance with Alley Company’s Proxy Voting Policy, unless a client specifically instructs Alley Company in writing to vote such client's securities otherwise. When making proxy voting decisions, Alley Company may seek advice or assistance from third-party consultants, such as proxy voting services or legal counsel. A copy of Alley Company Proxy Voting Policy will be provided upon receipt of a written request. Page 35 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure  Item 18: Financial Information Item 18: Financial Information A. Balance Sheet Alley Company does not require the prepayment of fees of $1200 or more, six months or more in advance, and as such is not required to file a balance sheet. B. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Alley Company does not have any financial issues that would impair its ability to provide services to clients. C. Bankruptcy Petitions During the Past Ten Years There is nothing to report on this item. Page 36 Part 2A of Form ADV: Alley Investment Management Company, LLC, Brochure