CANNELL & SPEARS LLC

Form ADV Part 2A: Cannell & Spears LLC Item 1: Cover Page Part 2A of Form ADV: Firm Brochure CANNELL & SPEARS LLC 535 Madison Avenue, 14th Floor New York, New York 10022 www.cannellspears.com May 22, 2025 This Brochure provides information about the qualifications and business practices of Cannell & Spears LLC. If you have any questions about the contents of this Brochure, please contact Lloyd Moskowitz by telephone at (212) 752- 5255 or email at lmoskowitz@cannellspears.com. Cannell & Spears LLC is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (The “Advisers Act”). Cannell & Spears LLC is subject to the Advisers Act rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”). Registration as an investment adviser does not imply any particular level of skill or training. Additional information about Cannell & Spears LLC is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. The CRD number for Cannell & Spears LLC is 142633. This Brochure should be reviewed in its entirety. * * * * * The information in this Brochure has not been approved or verified by the SEC or by any state securities authority. i  Form ADV Part 2A: Cannell & Spears LLC Item 2: Material Changes Material Changes Since Last Annual Amendment This Item of the Brochure discusses only specific material changes that are made to the Brochure and provides clients with a summary of such changes. Material changes relate to Cannell & Spears LLC’s policies, practices or conflicts of interests. This Brochure dated May 22, 2025, includes material changes from the last annual updating amendment filed on January 17, 2025 of Cannell & Spears LLC. This amendment reflects the following material changes:  Office Relocation Notice: As of May 31, 2025, Cannell & Spears LLC’s lease at its current location will terminate. During the build-out of its new office, the Firm will operate remotely and from temporary office space. The Firm anticipates occupying its new permanent location at 535 Madison Avenue, 14th Floor, New York, NY 10022, on or around August 8, 2025. All client services will remain uninterrupted during this transition.  Disclosure regarding reliance on the International Adviser Exemption in Ontario, Canada (Item 4)  Disclosure regarding compensation to third-party solicitors (Item 14)  Clarification of The BeeHive ETF Fee, including internal fee differential, absence of offset. (Items 5 and 10)  Clarification of private investment vehicle fee structures, including promote fees (Item 5 and Item 6). Pursuant to SEC Rules, we will ensure that you receive a summary of any materials changes to this and subsequent Brochures within 120 days of the close of our fiscal year. We will further provide other ongoing disclosure information about material changes as necessary, at any time, without charge. Full Brochure Available If at any time you would like to receive a copy of the current Firm Brochure and Brochure Supplement, please contact Lloyd Moskowitz by telephone at (212) 752-5255 or email at lmoskowitz@cannellspears.com. The current Firm Brochure is also posted on the Cannell & Spears LLC website at www.cannellspears.com. ii  Form ADV Part 2A: Cannell & Spears LLC Item 3: Table of Contents Item 1: Cover Page ......................................................................................................... i Item 2: Material Changes .............................................................................................. ii Material Changes Since Last Annual Amendment ...................................................... ii Full Brochure Available ............................................................................................... ii Item 3: Table of Contents ............................................................................................ iii Item 4: Advisory Business ........................................................................................... 1 Firm Description ......................................................................................................... 1 Ownership of Cannell & Spears ................................................................................. 1 Types of Advisory Services ........................................................................................ 1 Sub-Adviser Services ................................................................................................. 1 Tailored Relationships ............................................................................................... 2 Item 5: Fees and Compensation .................................................................................. 2 Managed Accounts .................................................................................................... 2 The BeeHive ETF ...................................................................................................... 3 Financial Planning Services ....................................................................................... 4 Retirement Plan Rollovers ......................................................................................... 4 Brokerage and Other Fees ........................................................................................ 5 Item 6: Performance-Based Fees and Side-by-Side Management ............................ 5 Item 7: Types of Clients ................................................................................................ 6 Description ................................................................................................................. 6 Minimum Account Size .............................................................................................. 6 Know Your Client ....................................................................................................... 6 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ................... 6 Investment Strategies ................................................................................................ 6 Fundamental Method of Analysis ............................................................................... 7 Material Risk of Loss .................................................................................................. 8 Risks of Specific Securities Utilized ......................................................................... 11 iii  Form ADV Part 2A: Cannell & Spears LLC Item 9: Disciplinary Information ................................................................................. 14 Item 10: Other Financial Industry Activities and Affiliations ................................... 14 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ......................................................................................................... 15 Code of Ethics ......................................................................................................... 15 Violations of Law ...................................................................................................... 15 Participation or Interest in Client Transactions ......................................................... 16 Personal Trading ...................................................................................................... 16 Item 12: Brokerage Practices ..................................................................................... 17 Selecting Account Custodians ................................................................................. 17 Directed Brokerage .................................................................................................. 18 Conflicts of Interest .................................................................................................. 19 Trade-Error Policy .................................................................................................... 19 Order Aggregation ................................................................................................... 20 Research and Other Soft dollar Benefits .................................................................. 20 Item 13: Review of Accounts ...................................................................................... 21 Periodic Reviews ..................................................................................................... 21 Review Triggers ....................................................................................................... 21 Regular Reports ....................................................................................................... 21 Item 14: Client Referrals and Other Compensation .................................................. 22 Item 15: Custody ......................................................................................................... 22 Item 16: Investment Discretion .................................................................................. 23 Item 17: Voting Client Securities................................................................................ 23 Proxy Voting ............................................................................................................ 23 Conflicts of Interest .................................................................................................. 23 Item 18: Financial Information ................................................................................... 23 iv  Form ADV Part 2A: Cannell & Spears LLC Item 4: Advisory Business Firm Description Cannell & Spears LLC (“C&S” or “Firm”) is a combination of two longstanding registered investment advisors, Cannell & Co. and Spears Abacus Advisors LLC. The combination went into effect on January 1, 2024. Cannell & Co. commenced operations in 1973, and Spears Abacus Advisors LLC commenced operations in 2016. C&S was organized as a limited liability company under the laws of the State of Delaware in 2006 and has offices in New York, New York. C&S is registered as an investment adviser with the United States Securities and Exchange Commission. C&S is not a broker-dealer, nor does it engage in investment banking. C&S is a value investor that takes a long-term perspective to purchasing and selling equity and fixed-income securities. Instead of market timing, C&S relies primarily on its own research and on careful investment selection. Ownership of Cannell & Spears C&S is principally owned by its managers and principals, none of whom individually owns twenty-five percent or more of the Firm. Types of Advisory Services As an investment adviser, we provide discretionary investment services and design, structure and implement investment strategies for separately managed portfolio accounts. Portfolio Management Services C&S services include the management of equity and fixed-income portfolios, as well as other specialty investment portfolios. C&S generally manages the assets of its clients on a fully discretionary basis and sometimes reviews asset allocation for clients for whom it does not provide portfolio management. In addition, C&S offers financial-planning services and advice about retirement- plan rollovers. Sub-Adviser Services The BeeHive Fund was converted to The Beehive ETF on December 16, 2024. C&S serves as a sub-adviser to the ETF under the Adviser, Tidal Investments LLC (“Tidal”). C&S provides non-discretionary investment recommendations while Tidal is responsible for trading and operational execution. Pursuant to an agreement, Tidal provides the investment advice to the ETF and oversees the day-to-day operations, while the sub-adviser (C&S) provides non-discretionary advice to the ETF. 1 | P a g e  Form ADV Part 2A: Cannell & Spears LLC Tailored Relationships C&S tailors its investment advice to the particular needs, investment objectives, and investment guidelines of each client. C&S meets with each client or their in-depth understanding of the financial financial advisor to gain an circumstances and objectives of the client. Selection of securities, asset allocations, purchase guidelines, and tax sensitivity are driven by this deep understanding. Clients may impose restrictions on investing in particular securities or types of securities. International Adviser Exemption – Ontario C&S is relying on the international adviser exemption in Ontario, Canada, as provided under Ontario Securities Commission Rule 35-502. Under this exemption, C&S is permitted to advise certain permitted clients in Ontario without being registered in Ontario as an adviser, provided that it does not have an office in Ontario and complies with the conditions of the exemption. The firm does not solicit or advertise for Canadian clients and continues to offer the same investment services primarily to U.S. clients. Assets Under Management Total Date Calculated Discretionary Non- Discretionary Amounts: Amounts: $6,176,693,000 $139,678,000 $6,316,371,000 December 31, 2024 Item 5: Fees and Compensation Managed Accounts C&S is generally paid an annual fee based on a percentage of the assets under management in a client managed account. This percentage is set forth in the investment management agreement between the client and C&S. Because both Cannell & Co. and Spears Abacus Advisors LLC conducted business for many years prior to the combination, there is no single fee schedule for managed accounts. C&S charges fees either quarterly in advance or quarterly in arrears, as agreed upon with the client. In general, C&S deducts its investment management fees directly from client accounts. A client may choose to be billed for fees rather than to have fees directly deducted. When C&S reviews asset allocation for a 2 | P a g e  Form ADV Part 2A: Cannell & Spears LLC client for whom it does not provide portfolio management, it is typically paid a fixed fee. Fees may be negotiated based on the size of a managed account and the type of investments involved. A variance in fees may be appropriate in cases in which a client requests a special account structure or has atypical objectives. C&S has the flexibility to change, reduce, or waive its fees in its sole discretion and to increase or decrease the minimum account size. C&S computes its fees based on the market value of the assets in a managed account or, in the absence of a readily ascertainable market value, based on its good-faith determination of the fair value of the account assets. In certain circumstances, C&S will hold cash in managed accounts for strategic and other purposes. Investment management agreements for managed accounts generally permit either the client or C&S to terminate the advisory relationship at any time. Termination generally becomes effective ten days later, although no new securities transactions are generally initiated after a termination. If a relationship terminates, C&S refunds any unearned fee based on the number of calendar days remaining in the quarter. The BeeHive ETF In addition to managed accounts, C&S is the sub-adviser to an ETF called The BeeHive ETF, listed on the Nasdaq Stock Market as BEEX. The sub-advisory fee paid to C&S by The BeeHive ETF is 0.04 percent per annum of the average daily net assets of the fund. If not waived in whole or in part, the fee is accrued daily and assessed based on average net assets on the last date of the previous month. The fee is paid monthly in arrears based on average net assets for the prior month. A C&S client who owns shares of The BeeHive ETF is not charged an asset-based fee on the value of the shares, since a sub-advisory fee is already being assessed on the shares. A C&S client who owns shares of The BeeHive ETF is not charged an additional advisory fee on those ETF assets. However, in some cases, the ETF’s total expense ratio may exceed the advisory fee otherwise agreed upon in the client’s Investment Management Agreement. C&S does not offset or reduce the client’s advisory fee to account for this difference, which may result in a higher total cost to the client for assets invested in the ETF. Pursuant to the Investment Advisory Agreement (the “ETF Agreement”) entered into by C&S and Tidal Investments LLC (“Tidal”) the Adviser to The BeeHive ETF, during months when the unitary management fee generated by 3 | P a g e  Form ADV Part 2A: Cannell & Spears LLC the fund is insufficient to cover the entire sub-advisory fee, C&S sub-advisory fees are automatically waived. Additionally, any waived fees are not, subject to recoupment in the future. Furthermore, if the unitary management fee is less than the fund's operating expenses and the adviser-retained amount, the sub- adviser is obligated to reimburse the adviser for a portion of the shortfall. C&S participates in a revenue-sharing arrangement with the adviser, whereby it receives a portion of the profits generated from the adviser's unitary management fee after fund expenses are paid. This arrangement aligns the subadviser's incentives with the growth and performance of the fund but may create a potential conflict of interest, as the subadviser could benefit from actions that prioritize profitability. Investment in Securities with Limited Liquidity With the consent of a client and when deemed appropriate, C&S will from time to time allocate a portion of the assets in their managed account to securities with limited liquidity. These may include securities that are not readily marketable or are issued by issuers that are not publicly traded, while bearing in mind the suitability of these securities for the client. These securities may be acquired directly or through unregistered pooled investment vehicles. Limited Partnerships, or similar structures. Restricted or illiquid securities are generally difficult or impossible to sell at prices comparable to the market prices of similar securities that are publicly traded. There is no assurance that an issuer will be able to register the offering or sale of its securities so that the securities will become eligible to trade in the public markets. The fee payable with respect to the management of securities with limited liquidity will be set forth in writing in an instrument other than the investment management agreement, will typically include a subscription agreement to participate in an unregistered pooled investment vehicle. In certain cases, C&S or its affiliates may also be entitled to a performance-based allocation, “promote,” or incentive fee if the investment achieves specified performance thresholds. These arrangements may create a conflict of interest, as C&S may have an incentive to recommend investments with such promote fees. C&S seeks to manage this conflict through appropriate disclosures, internal oversight, and a fiduciary commitment to act in each client’s best interest. Financial Planning Services At no additional fee, C&S sometimes provides financial-planning services to clients for whom it manages accounts. Retirement Plan Rollovers Investment advisors that provide fiduciary advice in connection with making a recommendation to roll over an individual retirement account (an “IRA”) or 4 | P a g e  Form ADV Part 2A: Cannell & Spears LLC other retirement plan are required to comply with prohibited transaction exemption PTE 2020-02 adopted by the U.S. Department of Labor. C&S charges a level investment management fee, either a fee based on assets under management or a flat fee, which does not vary on the basis of the investment advice provided. Consequently, C&S understands that it is not engaging in a prohibited transaction. In addition to other investment advisory services provided, C&S will typically receive a level investment management fee from one or more clients in connection with providing advice to roll the assets from (1) a retirement plan into an IRA managed by C&S, (2) a retirement plan to another retirement plan, or (3) an IRA to another IRA. Under any of these scenarios, when providing fiduciary investment advice in the context of a rollover recommendation, C&S is required to comply with PTE 2020-02. Pursuant to PTE 2020-02, each client or prospective client to whom C&S provides investment advice with respect to their IRA or other retirement plan will confirm that C&S has acknowledged its fiduciary status and, in addition, have disclosed the advantages and disadvantages of staying in the existing retirement plan as opposed to transferring the assets to C&S for management, to another IRA, or, if permitted and eligible, to the retirement plan of a new employer. In the confirmation, the client or prospective client will specify the reasons why a recommendation to transfer assets from one IRA or retirement plan to another IRA is in their best interests. Brokerage and Other Fees Broker-dealers typically charge transaction fees on purchases or sales of securities, and account custodians may charge custodial fees. A client should refer to the custody agreement or contact their custodian to discuss custodial fees. Transaction and custodial fees are usually small in relation to the value of the account. C&S does not reduce its investment management fee by the amount of transaction or custodial fees. A client has the option to select a brokerage firm of their own choosing to execute transactions in the securities that C&S recommends. If a client holds a mutual fund or an exchange-traded fund (other than The BeeHive ETF) in their managed account, the advisory fee charged by the investment manager of the mutual fund or exchange-traded fund is indirectly borne by the client. Additional information is provided in the section of this firm brochure entitled “Brokerage Practices.” Item 6: Performance-Based Fees and Side-by-Side Management As discussed in the section of this firm brochure entitled “Fees and Compensation—Investment in Securities with Limited Liquidity,” the fee payable by C&S clients with respect to the management of securities held in 5 | P a g e  Form ADV Part 2A: Cannell & Spears LLC unregistered pooled investment vehicles may be set forth in a subscription agreement to participate in the pooled investment vehicle. The fee may include either a flat fee or a charge or allocation based on the capital appreciation of the securities over a specified time period, or both. A charge or allocation based on capital appreciation is considered performance-based compensation, and in some cases the manager of the pooled investment vehicle may share a portion of the fee or allocation paid by fund investors with C&S. As a result, conflicts of interest arise because C&S has an incentive to favor the pooled investment vehicles over its own managed accounts due to the ability to earn performance-based compensation. Item 7: Types of Clients Description C&S furnishes investment management services to individuals, charitable and non-profit organizations (such as endowments and foundations), tax-exempt funds (such as pension, profit-sharing plans, and cash balance plans), trusts, estates, corporations, partnerships, a registered investment company, unregistered pooled investment vehicles, and other business entities. Many C&S clients are persons and entities controlled or influenced by supervised persons of C&S or members of their families. Minimum Account Size The Minimum Investment required to establish a new advisory relationship with C&S is $2 million. This is negotiable at our discretion. Know Your Client It is C&S's policy to understand the identities of clients and prospective clients and the business reasons for any transactions in which the firm engages on behalf of its clients. C&S conducts due diligence to verify the identity and source of funds for any person or entity with whom it does business. Where applicable, this verification is conducted either by the account custodian or directly by C&S. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Investment Strategies With respect to those client accounts over which C&S exercises discretionary authority, C&S seeks to generate superior long-term capital appreciation through a focused portfolio of companies that the Firm believes to have dynamic businesses with leading and defensible market positions. Quality 6 | P a g e  Form ADV Part 2A: Cannell & Spears LLC management, a proven record, a competitive advantage, sound financials, and the opportunity for growth are the fundamental traits that C&S seeks in the issuers in which clients are invested. The management philosophy of C&S emphasizes specific security selection rather than asset allocation. The Firm seeks investments that it believes to offer favorable asymmetric expected- return profiles and possess catalysts to unlock value. C&S portfolio construction includes the objective of issuer and industry diversification. Generally, clients authorize C&S to invest their accounts primarily in publicly traded securities, shares of mutual funds and exchange- traded funds, and securities options contracts. The securities held in client accounts may include, among other things, common stock, preferred stock, partnership interests, limited liability company interests, and fixed-income securities. Research is conducted primarily within the Firm by the portfolio managers and analysts, although the portfolio managers attend industry events and interviews that allow them to meet senior executives from companies in which C&S may have an interest. When C&S identifies what it believes to be a promising investment, the suitability of the investment for particular clients is individually evaluated. Many managed accounts are heavily invested in common stocks or publicly traded limited partnership interests. C&S believes that investing in these securities is an excellent way to preserve and enhance purchasing power. C&S wants its clients to own good businesses: businesses that are well understood by the portfolio managers and that are run by dedicated and able people. Other characteristics that the portfolio managers seek out are a low cost of raw materials, a high return on stockholder equity, and a material management stake in the business. The portfolio managers follow evolving industries and new concepts but also seek to identify unduly undervalued securities that appear to provide both an appropriate level of market risk and the potential for substantial appreciation. C&S endeavors to maintain cash or cash equivalents in each portfolio sufficient to permit the portfolio managers to capitalize on new investment opportunities without being forced to sell an existing holding at an inopportune time. Fundamental Method of Analysis C&S conducts proprietary fundamental research to develop an understanding of a business and its position within its industry. Consideration is also given to technical studies. In the research process, C&S analyzes company filings and communicates with company management and industry analysts. Portfolio holdings are continually monitored in an effort to ensure that the initial rationale for investment remains. If it is determined that the initial reason for investment 7 | P a g e  Form ADV Part 2A: Cannell & Spears LLC is no longer valid, C&S may sell the holding. A portfolio holding may also be sold if the valuation exceeds a target, if valuation appears inconsistent with industry peers, or if other investments with higher expected returns become available. Material Risk of Loss Investment in securities always involves risk of loss that clients should be prepared to bear. The investment approach employed by C&S keeps the risk of loss in mind. Like other investors, C&S clients face the following investment risks, among others: Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. External factors cause this type of risk regardless of the particular circumstances that affect a security. For example, political, economic, and social conditions may influence market conditions. The market value of securities may decline, at times sharply and unpredictably. Market values of equity securities are affected by a number of different factors, including the historical and prospective earnings of the issuer, the value of the assets of the issuer, management decisions, decreased demand for the products or services of an issuer, increased production costs, general economic conditions, interest rates, currency exchange rates, investor perceptions, and market liquidity. Securities of a particular sector (such as energy or financials) or a particular style (such as growth or value) held in a client account may fall out of favor, in which case returns may subsequently trail returns by the capital markets generally. The performance of securities of large-capitalization companies may underperform those of smaller companies, even those that appear to be nimbler and to have better growth prospects. One the other hand, the performance of securities of small-capitalization and mid-capitalization companies may be more volatile than securities of larger companies. There also may be less liquidity in the securities of a smaller company, which means that buy and sell orders in the securities may take longer to complete at attractive prices. Small-capitalization companies often have less predictable earnings, more limited product lines and markets, and more limited financial and management resources than larger companies. Interest-Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, fixed-rate bond coupons tend to become less attractive, which in turn causes the value of fixed-income securities to decline. Equity securities may also be subject to so-called hidden interest-rate risk, as some equity securities may change in value due to fluctuation in interest rates. 8 | P a g e  Form ADV Part 2A: Cannell & Spears LLC Inflation Risk: When inflation is present, a dollar today will not buy as much as a dollar next year, because the purchasing power of the dollar is eroding at the rate of inflation. In recent years, inflation and the threat of further inflation have become important considerations. Volatility Risk: Volatility refers to the amount of uncertainty or risk about the size of changes in the value of a security. High volatility means that the value of a security may potentially be spread over a larger range of values. High volatility means that the price of the security may change dramatically over a short time period in either direction. Low volatility means that the value of a security does not fluctuate dramatically but instead changes at a relatively steady pace over time. Many securities have experienced high volatility in recent years. Currency Risk: A security that is not denominated in U.S. dollars is subject to fluctuations in the value of the U.S. dollar as against the currency in which the security is denominated. For example, the value of a security denominated in euros will decrease if the dollar strengthens against the euro. This type of risk is also called exchange-rate risk. Non-U.S. Risk: Companies that are based outside of the U.S. or domestic companies with significant foreign operations are subject to risks in addition to those risks borne with respect to companies that principally operate in the U.S. These risks arise due to political, social, and economic developments abroad, different regulatory environments and laws, potential seizure by the government of company assets, higher taxation, withholding taxes on dividends and interest, and limitations on the use or transfer of portfolio assets. Enforcing legal rights may be difficult, costly, and slow in foreign countries. There also may be special problems in enforcing claims against foreign governments. In addition, foreign companies may not be subject to accounting standards or governmental supervision comparable to those for U.S. companies; there may be less public information about their operations; and foreign markets may be less liquid and more volatile than U.S. markets. Reinvestment Risk: Future proceeds from investments, particularly in fixed- income securities, may be reinvested at a lower rate of return because yields have generally decreased. Business Risk: This risk is associated with a particular industry or a particular issuer. For example, an oil production company depends upon a lengthy process of finding, transporting, and then selling oil before the company generates a profit. As a result, an oil production company carries a higher risk of profitability variance than an electric company, which generates 9 | P a g e  Form ADV Part 2A: Cannell & Spears LLC income from a relatively stable customer base that must purchase electricity regardless of the economic environment. Liquidity Risk: Liquidity is the ready ability to convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, U.S. Treasury bills are highly liquid, while real estate is not. Only investors who are financially able to maintain their investment without a need for immediate liquidity should consider investment with C&S. Financial Risk: Excessive borrowing to finance the operations of a business increases the risk of profitability, because the company is required to repay principal and interest in both good and bad economic times. During periods of financial stress, the inability of a company to meet its loan obligations may decrease the value of its securities and, in some cases, force the company to seek bankruptcy protection. Credit Risk: Fixed-income investments are prone to credit risk. The credit quality of an issuer will fluctuate, depending upon the ability of the issuer to pay its principal and interest obligations. Cybersecurity Risk: C&S utilizes computer systems, networks, and devices equipped with various protections designed to prevent damage or interruptions from computer viruses, network failures, telecommunication disruptions, unauthorized access, and security breaches. Despite these precautions, breaches of our systems, networks, or devices may still occur, potentially negatively impacting clients. Cybersecurity breaches may include unauthorized access to systems, infection by viruses or malicious software, and attacks that disrupt operations, slow performance, or disable key business processes, including trading or website functionality. These breaches can lead to financial losses, interfere with C&S’s ability to accurately value investments, prevent the execution of trades, or hinder the ability to conduct normal business operations. Additionally, breaches may result in violations of privacy laws, regulatory fines, reputational harm, and costs related to client reimbursement, legal penalties, or increased compliance efforts. Cybersecurity incidents affecting third parties—such as issuers of securities, regulatory authorities, financial institutions, or market operators—could similarly impact C&S and its clients, leading to financial losses or missed investment opportunities. In some cases, these breaches could prevent C&S from successfully executing investment strategies or force the liquidation of investments under unfavorable conditions. 10 | P a g e  Form ADV Part 2A: Cannell & Spears LLC Force Majeure and Public Health Crisis: Portfolio investments may be impacted by force majeure events—unforeseen circumstances beyond the control of the parties involved. These events may include, but are not limited to, acts of God, fire, flood, earthquakes, pandemics or public-health crises (such as the COVID-19 global pandemic), war, terrorism, labor strikes, infrastructure failures (such as plant breakdowns or power outages), government policy shifts, or social instability. Force majeure events, including public health crises, can disrupt the operations of public companies in which client accounts are invested, hindering their ability to fulfill obligations, and leading to cash flow disruptions, property damage, and in extreme cases, loss of life. The cost to repair or replace assets damaged by such events may be substantial, with some events having a permanent negative impact on a company’s performance. Widespread events like pandemics or wars may have broader adverse effects on global economies, increasing market volatility and risk. In particular, public-health crises, such as the COVID-19 pandemic, have introduced significant unpredictability in financial markets, affecting investment performance and the ability of C&S to execute investment strategies or dispose of investments under favorable conditions. The impact of such crises is difficult to predict, and they present ongoing uncertainty and material risk to client investments. Risks of Specific Securities Utilized Margin Transactions and Options: C&S's use of margin transactions and options trading generally holds a greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. 11 | P a g e  Form ADV Part 2A: Cannell & Spears LLC Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that are one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks 12 | P a g e  Form ADV Part 2A: Cannell & Spears LLC associated with that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular, or similar material, which should be considered carefully when making investment decisions. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Private equity funds carry certain risks. Capital calls will be made on short notice, and the failure to meet capital calls can result in significant adverse consequences, including but not limited to a total loss of investment. Private placements carry a substantial risk as they are subject to less regulation than are publicly offered securities, the market to resell these assets under applicable securities laws may be illiquid, due to restrictions, and the liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such assets. Venture capital funds invest in start-up companies at an early stage of development in the interest of generating a return through an eventual 13 | P a g e  Form ADV Part 2A: Cannell & Spears LLC realization event; the risk is high as a result of the uncertainty involved at that stage of development. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Item 9: Disciplinary Information C&S does not have disciplinary actions or proceedings to disclose. Item 10: Other Financial Industry Activities and Affiliations Robert Raich, a managing principal and a portfolio manager at C&S, is employed by Abacus & Associates Inc., a multigenerational single-family office that he leads. Additionally, Robert Raich serves on the Advisory Board of a Private Trust Company, where he has no investment discretion but is compensated for his role. David Mazzullo, a managing principal and a portfolio manager at C&S, serves as the President of Cannell & Co Alternatives LLC a wholly owned subsidiary of C&S which manages the Firm’s unregistered investment vehicles. C&S acts as a sub-adviser to The BeeHive ETF, which is an affiliated investment product. This presents a potential conflict of interest, as C&S may recommend the purchase of The BeeHive ETF for client accounts. To mitigate this conflict, C&S does not charge an advisory fee on The BeeHive ETF holdings in client accounts. Although no additional advisory fee is charged on The BeeHive ETF holdings, the fund’s internal expense ratio may, in some cases, differ from the fee otherwise agreed upon in the client’s Investment Management Agreement. Since C&S does not offset the difference, this may, in some cases, result in a higher overall cost for assets allocated to The Beehive ETF. C&S seeks to 14 | P a g e  Form ADV Part 2A: Cannell & Spears LLC mitigate this conflict through full disclosure, periodic review of ETF allocations, and ongoing consideration of client-specific investment objectives. Additionally, C&S participates in a revenue-sharing arrangement with Tidal, the adviser to The BeeHive ETF.. As a result, portfolio managers may have a financial incentive to allocate client assets to The BeeHive ETF. This potential conflict is mitigated through full disclosure, internal compliance oversight, and decisions based on client-specific factors such as liquidity, diversification, tax considerations and cost. To facilitate the offering of shares in The BeeHive ETF, Michele Cleary and Alina Miska Carlson are registered representatives of ACA Foreside, a broker-dealer registered with the Securities and Exchange Commission that serves as the primary distributor of The BeeHive ETF. ACA Foreside is not affiliated with C&S. Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics The supervised persons of C&S have committed to a written code of ethics. The code of ethics is based on the principle that C&S has a fiduciary obligation to its clients. In this fiduciary capacity, C&S and its supervised persons are required to place the interests of clients before their own interests and the interests of persons and entities that are related to them. The code of ethics also requires C&S and its supervised persons to comply with all applicable laws, including federal securities laws, in conducting investment advisory services and related activities. C&S seeks to avoid conflicts of interest with its clients and will take appropriate steps consistent with its code of ethics to resolve any conflicts of interest that may arise. To this end, C&S has established written policies and procedures concerning, among other things, the treatment of client information, recordkeeping, conflicts of interest, and personal securities transactions. The chief compliance officer is responsible for overseeing strict adherence to the code of ethics. C&S will provide the code of ethics to any client or prospective client upon request. Violations of Law The code of ethics requires C&S to administer discipline to maintain the quality of services that it provides to clients by encouraging legal and appropriate behavior and by deterring illegal and inappropriate behavior. The chief compliance officer conducts or supervises annual compliance reviews and continually monitors for indications of potential violations of law or the code of ethics. In addition, C&S has a written policy that requires supervised persons who become aware of a compliance risk or potential violation to report the 15 | P a g e  Form ADV Part 2A: Cannell & Spears LLC matter promptly to the chief compliance officer or senior management. C&S will investigate any report and will not retaliate against someone who makes a report. Participation or Interest in Client Transactions C&S or one or more of its officers, members, managers, employees, and agents will from time to time have a direct or indirect interest in a security that is purchased, sold, or otherwise traded in client accounts, and will effect transactions in the security for client accounts that are the same as or different from the actions that C&S or such a related person takes with respect to his securities accounts. In addition, as agent for a client, C&S will, in certain circumstances, effect transactions in securities while also acting as agent for another client who is the counterparty to the transaction. When deemed appropriate, C&S recommends that some clients purchase shares of The BeeHive ETF. With this exception, C&S endeavors not to buy or sell for client accounts securities in which C&S itself or one of its supervised persons has a material financial interest. C&S manages many investment accounts or accounts belonging to its supervised persons or in which the supervised persons are deemed to have a beneficial interest. Management of these accounts raises potential conflicts of interest when C&S buys or sells a security that is owned by or considered for purchase or sale for a client. In addition, C&S permits its supervised persons to buy and sell securities that C&S is purchasing or selling for client or recommending to clients in aggregated orders. Supervised persons are not permitted to engage in transactions for their personal accounts if they are aware that their actions would be inconsistent with Firm recommendations to clients. Personal Trading C&S permits its supervised persons to purchase and sell securities for their personal accounts and for the accounts of persons and entities related to them, so long as the supervised persons comply with the code of ethics. When these securities are among those purchased or sold for client accounts, conflicts of interest between C&S and its clients arise. To mitigate this conflict, transactions in client accounts and the accounts of persons and entities related to C&S supervised persons are often aggregated into a single order. C&S does not believe that the aggregation of client orders with orders for its supervised persons creates a material conflict of interest, since the vast majority of securities involved in the aggregated trades are not thinly traded. The code of ethics requires supervised persons to disclose to the chief compliance officer all reportable personal securities holdings in annual holdings and quarterly transaction reports. C&S also has a written insider-trading policy that is designed to prevent the improper use of material nonpublic information. 16 | P a g e  Form ADV Part 2A: Cannell & Spears LLC Item 12: Brokerage Practices Selecting Account Custodians Client assets are maintained in accounts at qualified custodians, which are typically broker-dealers, trust companies or banks. C&S can assist a client in opening an account with a qualified custodian, but the client himself decides whether to open the account. Charles Schwab & Co., Inc., Fidelity Brokerage Services LLC, and Fiduciary Trust Company are the account custodians for most C&S client accounts. Both Schwab and Fidelity registered with the Securities and Exchange Commission as broker-dealers and are members of the Securities Industry Protection Corporation. Fiduciary Trust is not a broker- dealer. C&S is not affiliated with any of these custodians. Each custodian provides a dedicated service team to C&S that supports its operations, including but not limited to assistance with account opening, order settlement, and cash management. Selecting Broker-Dealers C&S generally has full discretion and authority over its client accounts, including the authority to select the broker-dealer to execute a particular transaction. In some cases, federal and state laws may limit or restrict the selection of broker-dealers. C&S determines the allocation of transactions to brokers-dealers and the frequency of transactions in its best judgment and in a manner deemed to be in the best interest of clients, rather than by any formula. C&S has a few commission-sharing arrangements with broker-dealers. Most client trades are executed through account custodians, but C&S is permitted to use other broker-dealers. Unless a client directs brokerage, C&S seeks best execution, which means the most favorable terms for a securities transaction based on all relevant factors. In so doing, C&S takes into account many factors beyond than mere ability to execute, clear, and settle trades. These factors generally include (1) the reputation, financial strength, security, and stability of the broker-dealer, (2) the quality of the services received, particularly in light of the size of the order, the difficulty of execution, and any risk assumed by the broker-dealer, (3) the competitiveness of commissions and spreads and of margin-interest rates, (4) the ability to facilitate client transfers and payments, and (5) the availability of research and other products and services. If a different broker- dealer were used, a client might pay higher or lower transaction costs. Consistent with best execution, clients may pay higher commissions or spreads to broker-dealers that provide C&S with research reports and periodicals, software for trade execution, and meetings with analysts and company executives. These products and services are typically used to manage most client accounts, including accounts not held at the broker-dealer that provides 17 | P a g e  Form ADV Part 2A: Cannell & Spears LLC the products and services. C&S benefits because it does not have to pay for these products and services or to produce them internally. C&S has an incentive to select or recommend a broker-dealer based on its interest in receiving the research and other products and services, rather than on the interest of clients in receiving the most favorable execution. However, C&S believes that the research and other products and services indirectly benefit clients, since research internally developed by the C&S portfolio managers and analysts often begins with a review of research performed or paid for by broker-dealers and distributed to C&S and many other investment managers. C&S does not reduce its investment management fee because it receives these products and services. Schwab and Fidelity provide institutional brokerage services, many of which are not typically available to retail customers. The following is a description of these support services. Schwab and Fidelity have no obligation to continue to provide these services. Those That Benefit Clients: Institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets, all of which benefit clients. These investment products likely include some to which C&S would not otherwise have access or that would require significantly higher minimum initial account balances. Those That Generally Benefit Only Cannell & Spears: Both Schwab and Fidelity offer other services intended to help C&S manage and further develop its business enterprise. These services include educational publications and conferences on practice management and business succession and occasional business entertainment. If clients did not maintain accounts at Schwab and Fidelity, C&S would be required to pay for the products and services that it uses from its own resources. These products and services create a conflict of interest between C&S and its clients. C&S seeks to mitigate the conflict of interest by describing here which products and services benefit clients and contrasting those that generally benefit only Cannell & Spears. less Directed Brokerage C&S permits a client to direct brokerage, but most clients do not. If a client directs brokerage, C&S may be unable to achieve most favorable execution of client transactions. For example, in a directed-brokerage account, the client may pay higher brokerage commissions and spreads because C&S is unable to aggregate orders, or the client may receive favorable prices. Consequently, directing brokerage may cost clients more money. 18 | P a g e  Form ADV Part 2A: Cannell & Spears LLC As further described in Item 14, C&S has a written referral agreement with Seaport Securities Corporation (“Seaport”), a broker-dealer registered with the SEC and a member of FINRA. When clients are referred to us by Seaport, clients must direct brokerage to Seaport. For these clients, C&S cannot guarantee the most favorable execution. Conflicts of Interest Actual or apparent conflicts of interest can arise when a C&S principal has day- to-day management responsibilities with respect to multiple client accounts. Specifically, the principal is presented with the following conflicts: The principal may devote unequal time and attention to the management of their accounts. If a principal identifies a limited investment opportunity that is suitable for multiple accounts, each account may be unable to take full advantage of the opportunity because filled quantities are spread across all participating accounts. C&S typically determines which broker-dealers will execute orders. C&S will sometimes place separate, non-simultaneous transactions for different accounts that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of a particular client. C&S has allocation and compliance procedures that are designed to address these types of conflicts. However, there is no guarantee that these procedures will detect every situation in which a conflict may arise. C&S when deemed appropriate, will recommend affiliated products, including The BeeHive ETF, for client accounts. While C&S receives compensation related to The Beehive ETF, we have adopted a Code of Ethics and internal policies to ensure that investment decisions are based solely on the client’s best interest. These policies include compliance oversight, disclosure to clients, and consideration of cost, liquidity, and suitability. Trade-Error Policy Consistent with C&S’s fiduciary duties, contractual obligations and applicable law, C&S has a responsibility to effect investment decisions correctly, promptly and in the interests of its Clients and to verify that placed orders are correct and properly executed. Although C&S strives to assure proper execution of investment decisions, errors may occur in the trading process. Consequently, C&S has adopted a policy with respect to the identification, escalation and resolution of trade errors (the “Trade Error Policy”). The Trade Error Policy 19 | P a g e  Form ADV Part 2A: Cannell & Spears LLC seeks to assure that appropriate care is taken in implementing investment decisions on behalf of Client Accounts, any potential trade errors are identified and reported promptly, and each identified error is corrected on a timely basis. Order Aggregation C&S generally aggregates multiple orders for the same security for accounts held by a particular account custodian into block orders. C&S believes that not aggregating orders would generally increase the transaction costs to clients. Securities purchased in an aggregated order generally receive the average price obtained on the order. When aggregating transactions for block execution, C&S makes a good-faith determination that the participating accounts will benefit from the aggregation, that aggregation is consistent with the duty of C&S to seek best execution, and that aggregation is permitted by the investment management agreement between C&S and each client whose accounts participate in the aggregation. Transactions for client accounts and accounts of supervised persons and their related persons are often aggregated. Research and Other Soft dollar Benefits We may consider the value of various research services or products, beyond execution, that a broker-dealer provides to our clients and us. Selecting a broker-dealer in recognition of such other services or products is known as paying for those services or products with “soft dollars.” Because many of those services could benefit us, we may have a conflict of interest in allocating client brokerage business. In other words, we could have an incentive to execute client transactions through a broker or dealer that provides valuable services or products and pay transaction commissions charged by that broker or dealer which may be higher than we might otherwise be able to negotiate. We could also have an incentive to cause clients to engage in more securities transactions than would otherwise be optimal in order to generate soft dollars with which to acquire research products and services. We will make decisions involving “soft dollars” in a manner that satisfies the requirements of the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. That is, we will generally determine, considering all appropriate factors (including those described here), that commissions paid are reasonable in relation to the value of all the brokerage and research products and services provided by the broker-dealer. In making that determination, we will consider the transaction itself, the value of brokerage and research services and products to the particular client, and the value of those services in the performance of our overall responsibilities to all of our clients. In some cases, 20 | P a g e  Form ADV Part 2A: Cannell & Spears LLC the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. Additionally, in some cases, a client’s transaction may be executed by a broker in recognition of services or products that are not used in managing that client’s account. Brokerage and research services provided by brokers may include, among other things: proprietary research from broker-dealers, (written or oral); trade- order management, routing, trade reconciliation and settlement systems, research concerning market, economic and financial data, statistical information, Bloomberg terminal and data services, data on pricing and availability of securities, certain financial publications, electronic market quotations, performance measurement services, analysis concerning specific securities, companies or sectors and market, economic and financial studies and forecasts. Item 13: Review of Accounts Periodic Reviews The operations team reviews transactions on a daily basis. In addition, each client account is assigned to one of the principals/portfolio managers for oversight. Financial planning clients also receive periodic reviews if they have requested this service. The titles of the those who perform these reviews are identified in the Brochure supplement. Review Triggers Client inquiries, changes in the general market outlook, changes in tax laws, new investment information, changes in the financial situation of a client, and changes in the opinions of C&S principals/portfolio managers on specific issues may prompt more frequent reviews of some or all client accounts. Regular Reports C&S generally sends a quarterly letter to each client that discusses market conditions and the investment outlook. Some clients also receive written quarterly reports concerning the performance or market values of their accounts, or both. In addition, C&S generally holds a review meeting with each client or their financial advisor periodically to discuss portfolio performance and to identify any changes in the investment objectives, risk tolerance, or liquidity needs of the client. Clients who have consented to receive reports on a password-protected area of the website at www.cannellspears.com may also 21 | P a g e  Form ADV Part 2A: Cannell & Spears LLC view daily portfolio appraisals, weekly gain and loss reports, monthly purchase and sale reports, and annual reports about capital gains and losses. Item 14: Client Referrals and Other Compensation C&S has a written referral agreement with Seaport, an affiliated third-party. Seaport agreement with Seaport requires C&S to pay Seaport a percentage of the investment management fee paid to C&S by clients that Seaport has referred to us. In addition, clients who are referred by Seaport are required to effect transactions in their accounts through Seaport. As a result, C&S may not be able to obtain the most favorable commission rates available under the circumstances (see Item 12, Brokerage Practices, Directed Brokerage, for more information). Seaport is required to provide each prospective client with a separate written disclosure document at the time of the referral, describing the referral arrangement, directed brokerage, and the compensation to be received. Item 15: Custody Constructive Custody All client funds and securities are held at qualified custodians, which maintain actual custody of client assets. C&S is nevertheless deemed to have custody if a client permits C&S to deduct its fees or to withdraw assets from their account. Most clients permit fees to be deducted directly from their accounts. In addition, C&S is often empowered to transfer client securities or cash. C&S generally satisfies regulatory requirements related to custody by engaging, if necessary, an accounting firm to perform an independent verification on an annual basis. In the case of investments in private placements, C&S may be deemed to have custody if the private placement does not utilize a qualified custodian to hold the securities. Where C&S has custody of client assets in private placements or other illiquid investments, C&S complies with regulatory requirements by engaging an independent accounting firm to conduct an annual surprise examination, unless exempt from this requirement, to verify client assets and ensure they are properly safeguarded. Account Statements Account custodians provide account statements at least quarterly. Account statements are sent directly to each client at their postal mailing address of record or are made available electronically. Clients should carefully review these statements promptly when the statements are received. In addition, clients are urged to compare the statements received from account custodians to the reports provided by Cannell & Spears. 22 | P a g e  Form ADV Part 2A: Cannell & Spears LLC Item 16: Investment Discretion C&S generally accepts discretionary authority to manage securities accounts on behalf of clients. C&S generally has the authority to determine, without obtaining client consent, the securities to be bought or sold and the amount of the securities to be bought or sold. However, C&S consults with the client prior to each trade to obtain concurrence if discretionary authority has not been granted. Discretionary trading authority enables C&S to promptly implement its investment strategies. Most clients grant C&S a limited power of attorney, which is a trading authorization that gives C&S discretionary authority over client accounts. Item 17: Voting Client Securities Proxy Voting C&S has adopted written proxy-voting policies and procedures. Clients, including The BeeHive ETF and the unregistered pooled investment vehicles, generally grant C&S the exclusive right to vote proxies on their behalf. C&S has delegated the responsibility to vote these proxies to an unaffiliated proxy- voting service provider. The investment management agreement between C&S and a client reflects whether the client has retained proxy-voting authority or has specific instructions regarding proxy voting. C&S proxy-voting procedures are available upon request by any client or prospective client. A client may also request in writing a record of how C&S has voted proxies relating to their securities. Conflicts of Interest Because the proxy-voting service provider votes most client proxies based on the recommendations of a neutral third party, it is unlikely that a conflict of interest will arise. If a matter to be voted upon involves a potential conflict of interest, C&S contacts the client to describe the conflict presented. Once the client has been consulted, C&S requests the proxy-voting service to vote the proxy in accordance with the instructions of the client. Item 18: Financial Information C&S neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. Neither C&S nor its management has any financial condition that is likely to reasonably impair C&S’s ability to meet contractual commitments to clients. C&S has not been the subject of a bankruptcy petition in the last ten years. 23 | P a g e