Allium Financial Advisors, LLC

A Registered Investment Adviser 03/30/2026 310 N State Street, Suite 208 Lake Oswego, OR 97034 (877) 487-6860 www.alliumfinancial.com This Brochure provides information about the qualifications and business practices of Allium Financial Advisors, LLC (“Allium” or “the Firm”). If you have any questions about the contents of this Brochure, please contact the Firm at the telephone number listed above. For compliance specific requests, please call (877) 487-6860. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training. 1 Allium Financial Advisors, LLC Disclosure  Item 2. Material Changes In this Item, Allium Financial Advisors, LLC is required to discuss any material changes that have been made to the brochure since the last annual amendment. The Firm has not had any material changes since the previous Form ADV Part 2 filing dated December 31, 2025. We will ensure that all current clients receive a Summary of Material Changes to this and subsequent Brochures within 90 days of the close of our business’ fiscal year. A Summary of Material Changes is also included with our Brochure on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Allium Financial Advisors, LLC is #288462. We may further provide other ongoing disclosure information about material changes as necessary and will further provide you with a new Brochure as necessary based on changes or new information, at any time, without charge. Currently, our Brochure may be requested by contacting us at (877) 487-6860. 2 Allium Financial Advisors, LLC Disclosure  Item 3. Table of Contents 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 ............................................... 9 Item 7. Types of Clients ............................................................................................................................ 9 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .............................................. 9 Item 9. Disciplinary Information ............................................................................................................ 12 Item 10. Other Financial Industry Activities and Affiliations ............................................................ 12 Item 11. Code of Ethics ....................................................................................................................... 13 Item 12. Brokerage Practices ............................................................................................................... 14 Item 13. Review of Accounts ............................................................................................................... 16 Item 14. Client Referrals and Other Compensation ......................................................................... 17 Item 15. Custody .................................................................................................................................... 17 Item 16. Investment Discretion ............................................................................................................ 18 Item 17. Voting Client Securities ......................................................................................................... 19 Item 18. Financial Information ............................................................................................................. 19 3 Allium Financial Advisors, LLC Disclosure  Item 4. Advisory Business The Firm offers both discretionary and non-discretionary investment management and investment advisory services. Prior to the Firm rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with the Firm setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). Allium Financial Advisors, LLC has been registered as an investment adviser since 2017 and is owned by Sheree Demers Arntson, Pradeep Tempalli, and Scott Thompson. As of December 31, 2025, Allium Financial Advisors, LLC managed approximately $703,432,537 in assets for approximately 903 accounts on a discretionary basis and approximately $30,075,900 in assets for approximately 31 accounts on a non-discretionary basis. In total, Allium Financial Advisors, LLC managed approximately $733,507,437 in assets for approximately 934 accounts. As of December 31, 2025, Allium Financial Advisors, LLC managed approximately 243 client relationships. While this Brochure generally describes the business of the Firm, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on the Firm’s behalf and is subject to the Firm’s supervision or control. Financial Planning Services Allium offers clients a broad range of financial planning and consulting services, which may include the following functions: cash flow forecasting, trust and estate planning, financial reporting, investment consulting, insurance planning, retirement planning, risk management, charitable giving, distribution planning, tax planning, and business succession planning. In performing these services, the Firm is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accounts, etc.) and is expressly authorized to rely on such information. The Firm may recommend clients engage the Firm for additional related services relying on its Supervised Persons in their individual capacities as insurance agents and /or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if client engages Firm or its affiliates to provide additional services for compensation. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by the Firm under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising the Firm’s recommendations and/or services. 4 Investment Management Services Allium provides clients with financial management services which may include a broad range of comprehensive financial planning and consulting services as well as discretionary and non- Allium Financial Advisors, LLC Disclosure  discretionary investment management of investment portfolios. Allium primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), and independent investment managers (“Independent Managers”) in accordance with their stated investment objectives. In addition, Allium may also recommend that certain eligible clients invest in privately placed securities, which may include debt, equity and/or interests in pooled investment vehicles (e.g., hedge funds). When appropriate and fully disclosed, Allium may recommend investment products which require longer-term commitments from its clients. Allium shall provide continuous monitoring of such investments to include annual due diligence, performance tracking, amendment processing, and capital call assistance. Allium may utilize vetted third-party providers to assist with the due diligence described above. Where appropriate, Allium may also provide advice about any type of legacy position or other investment held in client portfolios. Clients may engage Allium to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance, annuity contracts, assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Allium directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company, or the custodian designated by the product’s provider. The Firm tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. The Firm consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify the Firm if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if the Firm determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. The DOL Fiduciary Regulation The Firm is required to provide clients that are ERISA plan participants the following disclosure: When we provide investment advice to you regarding your retirement plan account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give 5 Allium Financial Advisors, LLC Disclosure  prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. We have a financial incentive to advise a client or potential client to rollover a 401(k) or other ERISA account into a Rollover IRA managed by the Firm. This conflict is mitigated using a “Rollover Disclosure and Analysis” Form used to determine and document that the Rollover is in the best interest of the client or potential client. Use of Independent Managers The Firm may select certain Independent Managers (separately managed accounts) to actively manage clients’ assets. The specific terms and conditions under which a client engages an Independent Manager may be set forth in a separate written agreement with the designated Independent Managers engaged to manage their assets. In addition to receipt of this Brochure, clients may also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. The Firm evaluates a variety of information about Independent Managers, which may include the Independent Managers’ public disclosure documents, materials supplied by the independent managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance, and risk results in relation to its clients’ individual portfolio allocations and risk exposure. The Firm also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. The Firm continues to provide services relative to the discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. The Firm seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Item 5. Fees and Compensation The Firm offers services on fee basis, which may include fixed and/or hourly fees, as well as fees based upon assets under management or advisement. Additionally, the Firm may offer insurance products under a separate commission-based arrangement. Investment Management Fees 6 Allium Financial Advisors, LLC Disclosure  Allium offers investment management services (which includes both discretionary and non-discretionary portfolio management, consulting, reporting and due diligence) for an annual fee based on the amount of assets under management. This management fee is generally as follows: Assets Annual Fee First $2,000,000 1.00% Next $3,000,000 0.85% Assets over $5,000,000 0.65% Portfolios with assets over $25,000,000 Negotiated flat fee starting at 0.60% Allium charges a minimum Investment Management Fee of $5,000.00 per year. The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by the Firm on the last day of the previous billing period. As the values of certain assets, such as alternative investments, may not reflect the current value on the date of invoicing due to statement delays, billing will be based on the current value reflected on the date of billing. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), the Firm may negotiate a fee rate that differs from the range set forth above. Financial Planning Fees Allium offers financial planning services which includes: • Reviewing and prioritizing your goals and objectives • Developing a summary of your current financial situation including a balance sheet, cash flow analysis and insurance analysis • Assessing estate net worth and liquidity • Presenting a written financial plan that will be reviewed in detail with you. It will contain recommendations designed to meet your stated goals and objectives • Developing an action plan to implement the agreed upon recommendations • Referral to other professionals, as required, to assist with implementation of the action plan • Assisting you with the implementation of the financial plan • Developing a financial management strategy, including financial projections of 7 Allium Financial Advisors, LLC Disclosure  assets required at estimated retirement date Identifying tax planning strategies to optimize financial position • This service fee is generally as follows: One-time fee, minimum of $2,500, based on complexity Initial Financial Plan Set Up and Analysis 0.10% of Assets Under Management Annual Ongoing Financial Planning Fee Clients wishing to engage the firm solely for financial planning services will generally incur a minimum annual fee of $2,500 depending on the scope and complexity of the services provided. Financial planning that requires additional time, such as estate settlement, estate plan modifications and gifting strategies may incur additional fees as agreed upon in the engagement agreement. Fee Discretion The Firm may, in its sole discretion, negotiate to charge a higher or lower fee based upon certain criteria, such as anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention and pro bono activities. Additional Fees and Expenses In addition to the advisory fees paid to the Firm, clients may also incur certain charges imposed by other third parties such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges may include securities brokerage commissions, transaction fees, custodial fees, fees attributable to alternative assets, reporting charges, margin costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. In addition, fees charged by the Independent Managers are charged to the clients separately. The Firm’s brokerage practices are described at length in Item 12, below. Direct Fee Debit Clients generally provide the Firm and/or the Independent Managers with the authority to directly debit their accounts for payment of the financial planning and/or investment management fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing 8 Allium Financial Advisors, LLC Disclosure  all account transactions, including any amounts paid to the Firm. Account Additions and Withdrawals Clients may make additions to, and withdrawals from, their account at any time, subject to available liquidity. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept securities into a client’s account. Clients may withdraw account assets on notice to the Firm, subject to the usual and customary securities settlement procedures as well as any liquidity restraints in the event a portion of the portfolio is invested in less liquid products. The Firm generally designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. The Firm may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Item 6. Performance-Based Fees and Side-by-Side Management Allium may recommend that clients invest assets in products that pay performance- based fees to their managers. Allium does not provide any services for a performance- based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets) and does not receive any of the performance-based fees that may be earned by the managers of the products it recommends. Item 7. Types of Clients Allium offers investment advice to individuals, trusts, estates, charitable organizations, corporations, and other business entities. Minimum Account Requirements The Firm, at its discretion, may impose a minimum portfolio value for starting and maintaining an investment management relationship. The Firm has a minimum Investment Management Fee of $5000.00, generally implying a minimum of $500,000.00 under management. Certain Independent Managers may, however, impose more restrictive account requirements and billing practices from the Firm. In these instances, the Firm may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies Asset allocation, when combined with thoughtful implementation, discipline, and manager selection, is critical when striving to meet both long and short-term investment objectives. 9 Allium Financial Advisors, LLC Disclosure  We believe diversification to be essential to reducing overall portfolio risk and volatility. Adhering to our clients’ individual investment objectives, Allium works to design personalized portfolios using a variety of traditional and, when appropriate, alternative asset categories. Allium works directly with top-tier industry service providers to perform both qualitative and quantitative analytics on each of our investment managers and their products. The Firm uses only managers and products that are vetted and meet the high standards of our Investment Committee. The result of this thorough research and analytical process allows Allium to build portfolios using diversified investment manager products. Investment Strategies Investment strategies employed are varied and are highly dependent upon the specific needs and investment objectives of each client. The Firm’s Investment Committee carefully examines both the risks and potential outcomes of every investment recommendation. Allium Financial Advisors utilizes traditional strategies using both traditional investment products such as ETFs and mutual funds but also takes advantage of the unique characteristics offered through limited partnership alternative investments in areas of, but not limited to, private debt, private real estate and equity, long/short equity and other products. At client request and direction, the Firm may be able to provide access to certain Initial Public Offerings. Risk of Loss • Market Risks: Investing involves risk, including the potential loss of principal, and investors are guided accordingly. • Mutual Funds and ETFs : An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. 10 Allium Financial Advisors, LLC Disclosure  Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. • Use of Independent Managers: As stated above, Allium may select certain Independent Managers to manage a portion of its clients’ assets. In these situations, Allium conducts ongoing due diligence of such managers, but such recommendations rely largely on the Independent Managers’ ability to successfully implement their investment strategies. In addition, Allium generally may not have the ability to supervise the Independent Managers on a day-to-day basis. • Use of Private Pooled Investment Vehicles: Allium recommends that certain clients invest in privately placed pooled investment vehicles (e.g., hedge funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are generally not registered as investment companies, there is an absence of regulation. There may be other risks in investing in these securities. Clients should consult each fund’s private placement memorandum and/or other documents explaining such risks prior to investing. • Real Estate Investment Trusts (REITs): Allium Financial Advisors may recommend an investment in, or allocate assets among, various real estate investment trusts (“REITs”), the shares of which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity, and counterparty risk. • Liquidity: Allium may recommend investments intended for longer-term investment, such as private real estate opportunities. These types of investments may be less 11 Allium Financial Advisors, LLC Disclosure  liquid, meaning funds may not be readily available for withdrawal by the client. The risk of illiquidity shall be measured against the potential return of the product and the position size as well as the client’s investment specific return and investment objectives to ensure the risk is appropriate. • Use of Margin: While the use of margin borrowing can substantially improve returns, it may also increase overall portfolio risk. Margin transactions are generally affected using capital borrowed from a Financial Institution, which is secured by a client’s holdings. Under certain circumstances, a lending Financial Institution may demand an increase in the underlying collateral. If the client is unable to provide the additional collateral, the Financial Institution may liquidate account assets to satisfy the client’s outstanding obligations, which could have extremely adverse consequences. In addition, fluctuations in the amount of a client’s borrowings and the corresponding interest rates may have a significant effect on the profitability and stability of a client’s portfolio. Item 9. Disciplinary Information The Firm has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations Allium is required to disclose any relationship or arrangement that is material to its advisory business or to its clients with certain related persons. Firm policies require associated persons to conduct business activities in a manner that avoids conflicts of interest between the firm and its clients, or that may be contrary to law. Our firm will provide disclosure to each client prior to and throughout the term of an engagement regarding any conflicts of interest involving its business relationships that might reasonably compromise its impartiality or independence. Conflicts of Interest We believe the disclosure of our conflicts help clients understand those conflicts and the measures in place throughout our firm and affiliated companies to minimize conflicts. At all times we take our fiduciary duty and professional responsibility seriously and always endeavor to accomplish what is in your best interest as a client. • Investment Management of Private Funds: Allium Financial Advisors, LLC is owned by Trillium Consulting, Inc., which is owned by three principals, Sheree Arntson, Pradeep Tempalli, and Scott Thompson. Trillium Consulting also owns Uptick Capital Management LLC, an exempt reporting advisor. Uptick Capital Management LLC is the investment manager of one or more private funds, including the Uptick Canaria Fund, LP, the Irvington Capital Master Fund, LLC, Irvington Capital Fund, LLC and the 12 Allium Financial Advisors, LLC Disclosure  Iron Gate Global Alpha Fund, LLC. Allium Financial Advisors and its Principals have a financial interest (and therefore a material conflict of interest) in referring you to make an investment in a fund offered by and where the investment management is performed by Uptick Capital Management LLC because Allium may receive an advisory fee on your account pursuant to your Investment Advisory Agreement and may further receive the Asset Fee relating to the investment in funds managed by Uptick Capital Management LLC. • Licensed Insurance Agents: Certain of the Firm’s Supervised Persons are licensed insurance agents and may offer certain insurance products on a fully disclosed basis. A conflict of interest exists to the extent that the Firm recommends the purchase of insurance products where the Firm may be entitled to insurance commissions or other additional compensation. When a client purchases an insurance policy (i.e., fixed annuity, life insurance policy, disability insurance policy, property/casualty insurance policy, etc.), a commission is normally paid to both an insurance agency and an insurance agent. Anytime a commission is involved a conflict of interest exists. We have intentionally structured our firm to reduce this conflict of interest by not paying any direct commissions to individuals for insurance business recommended and by requiring that any agent agree to and acknowledge they are not allowed to receive commissions from any insurance provider while affiliated with our firm. Instead of paying commissions to an agent, compensation is paid by the insurance company to Allium Financial Advisors. LLC. While the agent is not paid a direct commission, Allium Financial Advisors, LLC, as well as our firm personnel benefit from this arrangement since revenue earned from this business activity may be used to offset operating expenses. Clients are never obligated to or required to purchase products from the Firm’s Supervised Persons licensed insurance agents and may choose any independent insurance agent and insurance company to purchase insurance products. The Firm has procedures in place whereby it seeks to ensure that all recommendations are made in its clients’ best interest regardless of any such affiliations. Item 11. Code of Ethics The Firm has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. The Firm’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients to take advantage of pending orders. The Code of Ethics also requires specific Firm personnel to report their personal securities 13 Allium Financial Advisors, LLC Disclosure  holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit certain transactions to be completed without any material impact on the markets of such securities. Therefore, under limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person will access to this information may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • • the transaction has been completed; the transaction for the Supervised Person is completed as part of a batch trade with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients may contact the Firm to request a copy of its Code of Ethics. Item 12. Brokerage Practices Recommendation of Broker/Dealers for Client Transactions The Firm generally recommends that clients utilize the custody, brokerage and clearing services of Charles Schwab and Inspira (the “Custodian”) for investment management accounts. Factors which the Firm considers in recommending Schwab or any other custodians to clients include their respective financial strength, reputation, execution, pricing, research, and service. The Custodian may enable the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by the Custodian may be higher or lower than those charged by other Financial Institutions. The commissions paid by the Firm’s clients to the Custodian comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to affect the same transaction where the Firm determines that the commissions are reasonable in relation to the value of the brokerage 14 Allium Financial Advisors, LLC Disclosure  and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. The Firm seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Transactions may be cleared through other broker-dealers with whom the Firm and its custodians have entered into agreements for prime brokerage clearing services. Should an account make use of prime brokerage, the client may be required to sign an additional agreement and additional fees are likely to be charged. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker/dealers in return for investment research products and/or services which assist the Firm in its investment decision-making process. Such research generally will be used to service all the Firm’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because the Firm does not have to produce or pay for the products or services. The Firm periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions considering its duty to obtain best execution. Software and Support Provided by Financial Institutions The Firm may receive, without cost from Schwab, computer software and related systems supports which allow the Firm to better monitor client accounts maintained at Schwab. The Firm may receive the software and related support without cost because the Firm renders investment management services to clients that maintain assets at Schwab. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit the Firm, but not its clients directly. In fulfilling its duties to its clients, the Firm endeavors always to put the interests of its clients first. Clients should be aware, however, that the Firm’s receipt of economic benefits from a broker/dealer creates a conflict of interest since these benefits may influence the Firm’s choice of broker/dealer over another that does not furnish similar software, systems support or services. Specifically, the Firm may receive the following benefits from Schwab: • Receipt of duplicate client confirmations and bundled duplicate statements; • Access to a trading desk that exclusively services its institutional traders; • Access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and • Access to an electronic communication network for client order entry and account information. 15 Allium Financial Advisors, LLC Disclosure  Brokerage for Client Referrals The Firm does not consider, in selecting or recommending broker/dealers, whether the Firm receives client referrals from the Financial Institutions or other third party. Directed Brokerage The client may direct the Firm in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by the Firm (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, the Firm may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Trade Aggregation It is the Firm’s practice that transactions for each client may be affected independently of other clients. This means that different clients may receive different prices when buying or selling the same security, which may place you at an advantage or disadvantage compared to other clients of the Firm. Item 13. Review of Accounts Account Reviews The Firm monitors client portfolios on a continuous and ongoing basis while regular account reviews are conducted on at least an annual basis. Such reviews are conducted by the Firm’s Investment Committee and/or investment adviser representatives and are intended to fulfill the Firm’s fiduciary obligations to their advisory clients. All advisory clients are encouraged to discuss their needs, goals, and objectives with Allium and to keep the Firm informed of any changes thereto. Allium contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and quarterly to discuss the impact resulting from any changes in the client’s financial and/or investment objectives. 16 Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from the Firm and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements Allium Financial Advisors, LLC Disclosure  they receive from their custodian with any documents or reports they receive from the Firm or an outside service provider. Item 14. Client Referrals and Other Compensation Client Referrals The Firm may provide compensation to third-party solicitors for client referrals. In the event a client is introduced to the Firm by either an unaffiliated or an affiliated solicitor, the Firm may pay that solicitor a referral fee in accordance with applicable state securities laws. Unless otherwise disclosed, any such referral fee is paid solely from the Firm’s investment management fee and does not result in any additional charge to the client. If the client is introduced to the Firm by an unaffiliated solicitor, the solicitor is required to provide the client with the Firm’s written Brochure(s) and a copy of a solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement. Any affiliated solicitor of the Firm is required to disclose the nature of his or her relationship to prospective clients at the time of the solicitation and will provide all prospective clients with a copy of the Firm’s written Brochure(s) at the time of the solicitation. Item 15. Custody The Advisory Agreement and/or the separate agreement with any Financial Institution generally authorize the Firm and/or the Independent Managers to debit client accounts for payment of the Firm’s fees and to directly remit that those funds to the Firm in accordance with applicable custody rules. The Financial Institutions that act as the qualified custodian for client accounts have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to the Firm. Additionally, the Firm can disburse or transfer certain client funds pursuant to Standing Letters of Authorization executed by clients. It is generally not the Firm’s practice to hold custody of client assets but there may be certain circumstances when the Firm does have custody over client assets. When this occurs, the Firm engages in an annual surprise audit with an independent accounting firm. As discussed in Item 13, the Firm may also send periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from the Firm. 17 Allium Financial Advisors, LLC Disclosure  Third-Party Standing Letters of Authorization (“SLOA”) Our firm is deemed to have custody of clients’ funds or securities when clients have standing authorizations with their custodian to move money from a client’s account to a third-party (“SLOA”) and, under that SLOA, it authorizes us to designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to protect client assets in such situations, which we follow. By working with the qualified custodian, the Firm has in place seven provisions set forth by the SEC to assist in mitigating risk. The below must be followed to clients with third-party SLOAs: • • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. The client authorizes the Firm, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. • The client can terminate or change the instruction to the client’s qualified custodian. • • • The Firm has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. The Firm maintains records showing that the third party is not a related party of Firm or located at the same address as the Firm. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. As stated earlier in this section, account statements reflecting all activity on the account(s), are delivered directly from the qualified custodian to each client or the client’s independent representative, at least quarterly. You should carefully review those statements and are urged to compare the statements against reports received from us. When you have questions about your account statements, you should contact us, your Advisor or the qualified custodian preparing the statement. Item 16. Investment Discretion 18 The Firm may be given the authority to exercise discretion on behalf of clients. The Firm is considered to exercise investment discretion over a client’s account if it can affect Allium Financial Advisors, LLC Disclosure  and/or direct transactions in client accounts without first seeking their consent. The Firm is given this authority through a power-of-attorney included in the agreement between the Firm and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). The Firm takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • When transactions are made; and • The Independent Managers to be hired or terminated. Item 17. Voting Client Securities Acceptance of Proxy Voting Authority Allium may accept the authority to vote a client’s securities (i.e., proxies) on their behalf. When Allium accepts such responsibility, it will only cast proxy votes in a manner consistent with the best interest of its clients. Absent special circumstances, which are fully described in the Firm’s Proxy Voting Policies and Procedures, all proxies will be voted consistent with guidelines established and described in Allium’s Proxy Voting Policies and Procedures, as they may be amended from time-to-time. Clients may contact Allium to request information about how the Firm voted proxies for that client’s securities or to get a copy of Allium’s Proxy Voting Policies and Procedures. A summary of Allium’s Proxy Voting Policies and Procedures is as follows: • Allium will be responsible for monitoring corporate actions, making voting decisions in the best interest of clients, and ensuring that proxies are submitted in a timely manner. • Allium will generally vote proxies according to Allium’ then current Proxy Voting Guidelines. The Proxy Voting Guidelines include many specific examples of voting decisions for the types of proposals that are most frequently presented, including: composition of the board of directors; approval of independent auditors; management and director compensation; anti-takeover mechanisms and related issues; changes to capital structure; corporate and social policy issues; and issues involving mutual funds. • Although the Proxy Voting Guidelines are followed as a general policy, certain issues are considered on a case-by-case basis based on the relevant facts and circumstances. Since corporate governance issues are diverse and continually evolving, the Firm devotes an appropriate amount of time and resources to monitor these changes. Clients cannot direct Allium’ vote on a particular solicitation but can revoke the Firm’s authority to vote proxies. 19 In situations where there may be a conflict of interest in the voting of proxies due to business or personal relationships that Allium maintains with persons having an interest in the Allium Financial Advisors, LLC Disclosure  outcome of certain votes, the Firm takes appropriate steps to ensure that its proxy voting decisions are made in the best interest of its clients and are not the product of such conflict. Item 18. Financial Information The Firm is not required to disclose any financial information due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. 20 Allium Financial Advisors, LLC Disclosure