COMMERCE ADVISORS, LLC

Commerce Advisors, LLC CRD# 151439 5050 Poplar Avenue Suite 2020 Memphis, TN 38157 Telephone: 901-260-6050 www.commerceadvisorsllc.com February 25, 2026 FORM ADV PART 2A BROCHURE This Brochure provides information about the qualifications and business practices of Commerce Advisors, LLC. If you have any questions about the contents of this Brochure, please contact us at (901) 260-6050 or William.woodmansee@commerceadvisorsllc.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state authority. Commerce Advisors, LLC is an investment advisory firm registered with the appropriate regulatory authority. Registration does not imply a certain level of skill or training. Additional information about Commerce Advisors, LLC also is available on the SEC’s website at www.AdviserInfo.sec.gov. 1  Item 2 Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the filing of our last annual updating amendment, dated March 5, 2025 we have made no changes: 2  Item 3 Table of Contents Item 2 Summary of 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 ................................................. 8 Item 7 Types of Clients ................................................................................................................... 8 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................................ 8 Item 9 Disciplinary Information ..................................................................................................... 11 Item 10 Other Financial Industry Activities and Affiliations ........................................................... 11 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ... 11 Item 12 Brokerage Practices ........................................................................................................ 12 Item 13 Review of Accounts ......................................................................................................... 14 Item 14 Client Referrals and Other Compensation ....................................................................... 15 Item 15 Custody ............................................................................................................................ 15 Item 16 Investment Discretion ...................................................................................................... 16 Item 17 Voting Client Securities .................................................................................................... 16 3  Item 4 Advisory Business General Information Commerce Advisors, LLC (“Commerce Advisors”) was formed in 2009 and provides comprehensive wealth management services that include financial planning, investment strategy development and asset class selection services. Commerce Advisors is principally owned by Commerce Holdings, LLC (“CH”). The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Commerce Advisors, LLC and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. At the outset of each client relationship, Commerce Advisors spends time with the client, asking questions, discussing the client’s investment experience and financial circumstances, and broadly identifying major goals and needs of the client. For those financial planning clients making this election, and for other clients who do not need financial planning but retain Commerce Advisors for portfolio management services, based on all the information initially gathered, Commerce Advisors generally develops with each client: • a financial outline for the client based on the client’s financial circumstances and goals, and the client’s risk tolerance level (the “Financial Profile”); and • the client’s investment objectives and guidelines (the “Investment Plan”). The Financial Profile is a reflection of the client’s current financial picture and a look to the future goals of the client. The Investment Plan outlines the types of investments Commerce Advisors will make or recommend on behalf of the client to meet those goals. The Profile and the Plan are discussed regularly with each client, but are not necessarily written documents. Services offered consist of: Financial Planning Commerce Advisors offers financial planning services to those clients in need of such service in conjunction with Portfolio Management services. Commerce Advisors’ financial planning services normally address areas such as financial condition review, general cash flow planning, retirement planning, and insurance analysis. The goal of this service is to assess the financial circumstances of the client to more effectively develop the client’s Investment Plan, overall risk profile and liquidity needs. Financial Planning can be offered as a stand-alone service for a separate fee but is typically provided in conjunction with the management of the portfolio. Portfolio Management As described above, at the beginning of a client relationship, Commerce Advisors meets with the client, gathers information, and performs research and analysis as necessary to develop the client’s Investment Plan. The Investment Plan may be updated from time to time when requested by the client, or when determined to be necessary or advisable by Commerce Advisors based on updates to the client’s financial or other circumstances. To implement the client’s Investment Plan, Commerce Advisors will manage the client’s investment portfolio on a discretionary or a non-discretionary basis. As a discretionary investment adviser, Commerce Advisors will have the authority to supervise and direct the portfolio without prior 4  consultation with the client. Under a non-discretionary arrangement, clients must be contacted prior to the execution of any trade in the account(s) under management. This may result in a delay in executing recommended trades, which could adversely affect the performance of the portfolio. This delay also normally means the affected account(s) will not be able to participate in block trades, a practice designed to enhance the execution quality, timing and/or cost for all accounts included in the block. In a non-discretionary arrangement, the client retains the responsibility for the final decision on all actions taken with respect to the portfolio. Notwithstanding the foregoing, clients may impose certain written restrictions on Commerce Advisors in the management of their investment portfolios, such as prohibiting the inclusion of certain types of investments in an investment portfolio or prohibiting the sale of certain investments held in the account at the commencement of the relationship. Each client should note, however, that restrictions imposed by a client may adversely affect the composition and performance of the client’s investment portfolio. Each client should also note that his or her investment portfolio is treated individually by giving consideration to each purchase or sale for the client’s account. For these and other reasons, performance of client investment portfolios within the same investment objectives, goals and/or risk tolerance may differ and clients should not expect that the composition or performance of their investment portfolios would necessarily be consistent with similar clients of Commerce Advisors. Retirement Plan Advisory Services Establishing a sound fiduciary governance process is vital to good decision-making and to ensuring that prudent procedural steps are followed in making investment decisions. Commerce Advisors will provide Retirement Plan consulting services to Plans and Plan Fiduciaries as described below. The particular services provided will be detailed in the Investment Advisory Agreement. The appropriate Plan Fiduciary(ies) designated in the Plan documents (e.g., the Plan sponsor or named fiduciary) will (i) make the decision to retain our firm; (ii) agree to the scope of the services that we will provide; and (iii) make the ultimate decision as to accepting any of the recommendations that we may provide. The Plan Fiduciaries are free to seek independent advice about the appropriateness of any recommended services for the Plan. Retirement Plan consulting services may be offered individually or as part of a comprehensive suite of services. The Employee Retirement Income Security Act of 1974 (“ERISA”) sets forth rules under which Plan Fiduciaries may retain investment advisers for various types of services with respect to Plan assets. For certain services, Commerce Advisors will be considered a fiduciary under ERISA. For example, Commerce Advisors will act as an ERISA § 3(21) fiduciary when providing non-discretionary investment advice to the Plan Fiduciaries by recommending a suite of investments as choices among which Plan Participants may select. Also, to the extent that the Plan Fiduciaries retain Commerce Advisors to act as an investment manager within the meaning of ERISA § 3(38), Commerce Advisors will provide discretionary investment management services to the Plan. With respect to any account for which Commerce Advisors meets the definition of a fiduciary under Department of Labor rules, Commerce Advisors acknowledges that both Commerce Advisors and its Related Persons are acting as fiduciaries. Additional disclosure may be found elsewhere in this Brochure or in the written agreement between Commerce Advisors and Client. Fiduciary Consulting Services • Investment Selection Services - Commerce Advisors will provide Plan Fiduciaries with recommendations of investment options consistent with ERISA section 404(c). Plan Fiduciaries retain responsibility for the final determination of investment options and for compliance with ERISA section 404(c). • Non-Discretionary Investment Advice - Commerce Advisors provides Plan Fiduciaries and Plan Participants general, non-discretionary investment advice regarding asset classes and 5  investments. • Investment Monitoring - Commerce Advisors will assist in monitoring the plan’s investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformation to the guidelines set forth in the investment policy statement and Commerce Advisors will make recommendations to maintain or remove and replace investment options. The details of this aspect of service will be enumerated in the engagement agreement between the parties. Fiduciary Management Services • Discretionary Management Services - When retained as an investment manager within the meaning of ERISA § 3(38), Commerce Advisors provides continuous and ongoing supervision over the designated retirement plan assets. Commerce Advisors will actively monitor the designated retirement plan assets and provide ongoing management of the assets. When applicable, Commerce Advisors will have discretionary authority to make all decisions to buy, sell or hold securities, cash or other investments for the designated retirement plan assets in our sole discretion without first consulting with the Plan Fiduciaries. We also have the power and authority to carry out these decisions by giving instructions, on your behalf, to brokers and dealers and the qualified custodian(s) of the Plan for our management of the designated retirement plan assets. • Discretionary Investment Selection Services - Commerce Advisors will monitor the investment options of the Plan and add or remove investment options for the Plan without prior consultation with the Plan Fiduciaries. Commerce Advisors will have discretionary authority to make and implement all decisions regarding the investment options that are available to Plan Participants. • Investment Management via Model Portfolios - Commerce Advisors will provide discretionary management of Model Portfolios among which the participants may choose to invest as Plan options. Plan Participants will also have the option of investing only in options that do not include Model Portfolios (i.e., the Plan Participants may elect to invest in one or more of the mutual fund options made available in the Plan, and choose not to invest in the Model Portfolios at all). IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor (“DOL”) Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. 6  We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management As of December 31, 2025, we provide continuous management services for $323,328,379 in client assets on a discretionary basis, and $14,522,736 in client assets on a non-discretionary basis. Item 5 Fees and Compensation General Fee Information Fees paid to Commerce Advisors are exclusive of all custodial and transaction costs paid to the client’s custodian, brokers or other third-party consultants. Please see Item 12 – Brokerage Practices for additional information. Fees paid to Commerce Advisors are also separate and distinct from the fees and expenses charged by mutual funds, ETFs (exchange traded funds) or other investment pools to their shareholders (generally including a management fee and fund expenses, as described in each fund’s prospectus or offering materials). The client should review all fees charged by funds, brokers, Commerce Advisors and others to fully understand the total amount of fees paid by the client for investment and financial-related services. Financial Planning Fees Fees associated with stand-alone financial planning services will be a fixed fee based upon the scope, complexity and quality of the recordkeeping employed by the client. Portfolio Management Fees Fee arrangements are individually negotiated and agreed upon with each client. Commerce Advisors and the client may agree to a fixed fee amount per year or may agree to a fee that is calculated and assessed as a percentage of assets under management. Both fixed fees and asset-based fees are negotiated and agreed upon based upon client expectations of service, portfolio asset size, and scope of service provided, complexity of service, risk factors and input costs. Asset based fees generally range from 0.30% to 1.00% annually, depending upon the particular client's portfolio size and specific service needs. Fees are open to negotiation subject to management approval. Portfolio management fees are generally payable quarterly, in advance. If management begins after the start of a quarter, fees will be prorated accordingly. With client authorization, unless other arrangements are made fees are normally debited directly from client account(s). Advisory fees will be billed directly to Client via fees being debited from Client’s account or invoiced depending on Client selection in Commerce Advisors Client Portfolio Management Services Agreement. Either Commerce Advisors or the client may terminate their Investment Advisory Agreement at any time, subject to a 30-day written notice requirement in the agreement. In the event of termination, any paid but unearned fees will be promptly refunded to the client based on the number of days that the account was managed, and any fees due to Commerce Advisors from the client will be invoiced or deducted from the client’s account prior to termination. Retirement Plan Advisory Services Our advisory fees for these customized services are typically charged as a fixed fee and will be negotiated with the plan sponsor or named fiduciary on a case-by-case basis. 7  You may terminate the services agreement upon 30 days written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Other Compensation One of Commerce Advisors’ employees is also a Registered Representative of Purshe Kaplan Sterling Investments (“PKS”), an unaffiliated broker dealer and FINRA and SIPC member. As such, he is entitled to receive commissions or other remuneration on the sale of annuities, 529 plans and 401(k) plans. Generally, these investment products are consummated at the request of a client or due to the fact that the investment products commission fee is less than Commerce Advisors minimum advisory fee. To protect client interests, Commerce Advisors’ policy is to disclose all forms of compensation before any such transaction is executed. Clients will not pay both a commission to this individual and also pay an advisory fee to Commerce Advisors on assets held in the same account. These lines of business are the only one's commission based. If you would like a copy of the PKS privacy notice, please contact Commerce Advisors for assistance. Item 6 Performance-Based Fees and Side-By-Side Management Commerce Advisors does not have any performance-based fee arrangements. “Side-by-Side Management” refers to a situation in which the same firm manages accounts that are billed based on a percentage of assets under management and at the same time manages other accounts for which fees are assessed on a performance fee basis. Because Commerce Advisors has no performance-based fee accounts, it has no side-by-side management. Item 7 Types of Clients Commerce Advisors serves high net worth individuals and family offices, and on a selective basis corporate pension and profit-sharing plans, charitable institutions, foundations, endowments, trusts, estates, and corporation or business entities. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis In accordance with the Investment Plan, Commerce Advisors will invest client assets in mutual funds, exchange traded funds (“ETFs”), pooled investment vehicles (private investments) and as appropriate will utilize Separate Account Managers. Mutual funds, ETFs and pooled investment vehicles are generally evaluated and selected based on a variety of factors, including, as applicable and without limitation, past performance, fee structure, portfolio manager, fund sponsor, overall ratings for safety and returns, and other factors. Separate Account Managers are evaluated upon relative performance such as peer group and market comparisons focusing on risk adjusted returns. Commerce Advisors compiles specific client information from bank custodian and brokerage statements and utilizes this information as a component of client analysis in the preparation of charts and graphs to assist in the account review process with clients. Investing in securities directly or 8  money manager strategies involves risk of loss that clients should be prepared to bear. Commerce Advisors emphasizes diversification as well as risk analysis when evaluating alternative investment securities and money manager strategies for inclusion in an investment portfolio as part of Commerce Advisors alternative investment advisory services. Commerce Advisors relies on internally generated research when making investments or investment recommendations. Commerce Advisors principal sources of information include publicly available information as well as subscription and proprietary analysis. In addition, trade publications, charts and other statistical material are furnished by outside vendors. Investing in securities directly or money manager strategies involves risk of loss that clients should be prepared to bear. Investment Strategies Commerce Advisors’ overall strategic approach is to invest each portfolio in accordance with the Plan that has been developed specifically for each client. The process of developing the Plan emphasizes diversification as well as risk measures when evaluating investment strategies for possible inclusion in a client's asset allocation and portfolio. The Plan is updated over time as appropriate. Portfolios are diversified in an attempt to manage the risk associated with traditional markets. Commerce Advisors utilizes both actively managed strategies, index-based investments and ETFs in the implementation of client portfolio strategies. Commerce Advisors uses and recommends both traditional and alternative investments. In addition, Commerce Advisors employs a variety of vehicles to gain access to the desired investment manager or passive strategy. Underlying investment manager strategies may utilize long-term purchases, short-term purchases, trading, short sales, margin transactions, and option writing (including covered options, uncovered options or spreading strategies). Some or all alternative investments may only be used for investors that meet SEC minimum requirements. In addition, certain investors may be precluded from participation in alternative investments by virtue of, among other things, their residence and financial situation. Many of the alternative investments require investors to be “qualified purchasers” within the meaning of federal securities laws (generally, individuals who own at least $5 million in “investments” and institutional investors who own at least $25 million in “investments”, as such term is defined in the federal securities laws). Clients who are ineligible to utilize alternative investments may be precluded from investment opportunities available to those clients who are eligible to utilize alternative investments. In addition, restrictions on additions and withdrawals from alternative investments may limit or preclude clients from other investment opportunities. No assurances can be given by Commerce Advisors that the investment objectives of alternative investments utilized in the Account will be achieved. The past performance of an alternative investment is not necessarily indicative of future results. Many alternative investments are placed pursuant to exemptions from securities registration and, for example, may not be subject to the same regulatory requirements as mutual funds or other securities. In addition to general risks, including but not limited to, risk of loss of principal, illiquidity of certain investment vehicles and lack of transparency with respect to specific holdings, each alternative investment will be subject to its own specific risks, including strategy and market risk. Certain alternative investments result in the receipt of tax reporting information on Schedule K-1. As a result, a client whose account utilizes alternative investments will likely be required to obtain extensions for filing federal, state and local income tax returns each year. Commerce Advisors does not provide legal or tax advice. Risk of Loss 9  All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors should review underlying disclosure information provided by investment managers such as the prospectus, private placement memorandum, etc. Investors typically face the following investment risks; however, this list is not meant to be comprehensive or address all risks that may be present in an underlying investment strategy: • Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Market Risk: The price of a security (e.g., equity, bond, mutual fund, ETF) may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's particular underlying circumstances. For example, political, economic and social conditions may trigger market events. • Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment's originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business' operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • Custody Risk: The risk of loss of securities held in custody occasioned by the insolvency, negligence or fraudulent action of the custodian or sub-custodian. Even if an appropriate legal framework is in place, which eliminates the risk of loss of value of the securities held by the custodian in the event of its failure, the ability of participants to transfer the securities might be temporarily impaired. • Fraud Risk: Risk associated with third party advisors seeking to outperform peer groups or beat historical performance through taking excessive risk and deviating from investment philosophy and strategy. An employee advisor engaging a third party to manage client funds for self- enrichment without regard to the clients overall financial plan and risk tolerance. • Portfolio Management Risk: While we manage your investment portfolio based on our experience, research and proprietary methods, the value of your investment portfolio will change daily based on the performance of the underlying funds and securities in which it is invested. As a result, your investment portfolio is subject to the risk that we allocate your assets to securities and/or asset classes that are adversely affected by unanticipated market movements, and the risk of underperformance. • Foreign Securities Risk: Portions of your assets may be invested into pooled investment funds that invest internationally. Notwithstanding that foreign investments are important to investment portfolio diversification; those investments carry risks that may be different from U.S. 10  investments. Foreign investments may not be subject to audit, financial reporting, disclosure standards or practices or requirements comparable to those applied in the U.S. Foreign investments may be subject to foreign withholding taxes and the risk of adverse changes in foreign exchange control regulations. Foreign investments also carry a currency risk related to the changes in the valuation of a foreign currency against the U.S. dollar and geopolitical risks. Item 9 Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of Commerce Advisors or the integrity of Commerce Advisors’ management. Commerce Advisors has no disciplinary events to report. Item 10 Other Financial Industry Activities and Affiliations Registrations with Broker-Dealer One person providing investment advice on behalf of our firm is a registered representative with Purshe Kaplan Sterling Investments (PKS) a securities broker-dealer, and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. See the Fees and Compensation section in this brochure for more information on the compensation received by registered representatives who are affiliated with our firm. Recommendation of Other Advisers We may recommend that you use a third-party money manager ("TPMM") based on your needs and profile. We will not receive separate compensation, directly or indirectly, from the TPMM for recommending that you use their services. Moreover, we do not have any other business relationships with the recommended TPMM(s). Refer to the Advisory Business section above for additional disclosures on this topic. Participant Account Management (Discretionary) Commerce Advisors uses a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows Commerce Advisors to avoid being considered to have custody of Client funds since Commerce Advisors does not have direct access to Client log in credentials to affect trades. Commerce Advisors is not affiliated with the platform in any way and receives no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Commerce Advisors will review the current allocations. When deemed necessary, Commerce Advisors will rebalance the account considering Client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics and Personal Trading Commerce Advisors has adopted a Code of Ethics (“the Code”), the full text of which is available to you upon request. Commerce Advisors’ Code has several obligations. First, the Code is designed to assist Commerce Advisors in complying with applicable laws and regulations governing its investment advisory business. Under the Investment Advisers Act of 1940, Commerce Advisors owes fiduciary 11  duties to its clients. Pursuant to these fiduciary duties, the Code requires persons associated with Commerce Advisors (managers, officers and employees) to act with honesty, good faith and fair dealing in working with clients. In addition, the Code prohibits such associated persons from trading or otherwise acting on insider information. Next, the Code sets forth guidelines for professional standards for Commerce Advisors’ associated persons. Under the Code’s Professional Standards, Commerce Advisors expects its associated persons to put the interests of its clients first, ahead of personal interests. In this regard, Commerce Advisors associated persons are not to take inappropriate advantage of their positions in relation to Commerce Advisors clients. Third, the Code sets forth policies and procedures to monitor and review the personal trading activities of associated persons. From time-to-time Commerce Advisors’ associated persons may invest in the same securities recommended to clients. Under its Code, Commerce Advisors has adopted procedures designed to reduce or eliminate conflicts of interest that this could potentially cause. The Code’s personal trading policies include procedures for limitations on personal securities transactions of associated persons, reporting and review of such trading and pre-clearance of certain types of personal trading activities. These policies are designed to discourage and prohibit personal trading that would disadvantage clients. The Code also provides for disciplinary action as appropriate for violations. Participation or Interest in Client Transactions As outlined above, Commerce Advisors has adopted procedures to protect client interests when its associated persons invest in the same securities as those selected for or recommended to clients. In the event of other identified potential trading conflicts of interest, Commerce Advisors’ obligation is to place client interests first. Consistent with the foregoing, Commerce Advisors maintains policies regarding participation in initial public offerings (“IPOs”) and private placements to comply with applicable laws and avoid conflicts with client transactions. If a Commerce Advisors associated person wishes to participate in an IPO or invest in a private placement, he or she must submit a pre-clearance request and obtain the approval of the Chief Compliance Officer. Finally, if associated persons trade with client accounts (i.e., in a bundled or aggregated trade), and the trade is not filled in its entirety, the associated person’s shares will be removed from the block, and the balance of shares will be allocated among client accounts in accordance with Commerce Advisors’ written policy. Item 12 Brokerage Practices Best Execution and Benefits of Brokerage Selection When given discretion to select the brokerage firm that will execute orders in client accounts, Commerce Advisors seeks “best execution” for client trades, which is a combination of a number of factors, including, without limitation, quality of execution, services provided and commission rates. Therefore, Commerce Advisors may use or recommend the use of brokers who do not charge the lowest available commission in the recognition of research and securities transaction services, or quality of execution. Research services received with transactions may include proprietary or third- party research (or any combination), and may be used in servicing any or all of Commerce Advisors’ clients. Therefore, research services received may not be used for the account for which the particular transaction was affected. Commerce Advisors recommends that clients establish brokerage accounts with National Financial Services, LLC, Fidelity Brokerage Services LLC and Charles Schwab & Co., Inc. (collectively, and 12  together with affiliates, “Fidelity and Schwab”), a FINRA registered broker-dealer, member SIPC, as the qualified custodian to maintain custody of clients’ assets. Commerce Advisors may also affect trades for client accounts at Fidelity and Schwab, or may in some instances, consistent with Commerce Advisors’ duty of best execution and specific agreement with each client, elect to execute trades elsewhere. Although Commerce Advisors may recommend that clients establish accounts at Fidelity and Schwab, it is ultimately the client’s decision to custody assets with Fidelity and Schwab. Commerce Advisors is independently owned and operated and is not affiliated with Fidelity or Schwab. Fidelity and Schwab provide Commerce Advisors with access to its institutional trading, custody, reporting and related services, which are typically not available to Fidelity and Schwab retail investors. Fidelity and Schwab also make available various support services. Some of those services help Commerce Advisors manage or administer our clients’ accounts while others help Commerce Advisors manage and grow our business. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them. These services are not soft dollar arrangements, but are part of the institutional platform offered by Fidelity or Schwab. Fidelity and Schwab's brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For Commerce Advisors client accounts maintained in its custody, Fidelity and Schwab generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through Fidelity and Schwab or that settle into Fidelity and Schwab accounts. Fidelity and Schwab also make available to Commerce Advisors other products and services that benefit Commerce Advisors but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of Commerce Advisors accounts, including accounts not maintained at Fidelity or Schwab. Fidelity and Schwab’s products and services that assist Commerce Advisors in managing and administering clients’ accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide pricing and other market data; (iv) facilitate payment of Commerce Advisors’ fees from its clients’ accounts; and (v) assist with back- office functions, recordkeeping and client reporting. Fidelity and Schwab also offer other services intended to help Commerce Advisors manage and further develop its business enterprise. These services may include: (i) technology compliance, legal and business consulting; (ii) publications and conferences on practice management and business succession; and (iii) access to employee benefits providers, human capital consultants and insurance providers. Fidelity and Schwab may make available, arrange and/or pay third-party vendors for the types of services rendered to Commerce Advisors. Fidelity and Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to Commerce Advisors. Fidelity and Schwab may also provide other benefits such as educational events or occasional business entertainment of Commerce Advisors personnel. In evaluating whether to recommend that clients custody their assets at Fidelity and Schwab, Commerce Advisors may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers and not solely on the nature, cost or quality of custody and brokerage services provided by Fidelity and Schwab, which may create a potential conflict of interest. Directed Brokerage Clients may direct Commerce Advisors to use a particular broker for custodial or transaction services on behalf of the client’s portfolio. In directed brokerage arrangements, the client is responsible for negotiating the commission rates and other fees to be paid to the broker. Accordingly, a client who 13  directs brokerage should consider whether such designation may result in certain costs or disadvantages to the client, either because the client may pay higher commissions or obtain less favorable execution, or the designation limits the investment options available to the client. The arrangements that Commerce Advisors has with Fidelity and Schwab are designed to maximize efficiency and to be cost effective. By directing brokerage arrangements, the client acknowledges that these economies of scale and levels of efficiency are generally compromised when alternative brokers are used. While every effort is made to treat clients fairly over time, the fact that a client chooses to use the brokerage and/or custodial services of these alternative service providers can in fact result in a certain degree of delay in executing trades for their account(s) and otherwise adversely affect management of their account(s). By directing Commerce Advisors to use a specific broker or dealer, clients who are subject to ERISA confirm and agree with Commerce Advisors that they have the authority to make the direction, that there are no provisions in any client or plan document which are inconsistent with the direction, that the brokerage and other goods and services provided by the broker or dealer through the brokerage transactions are provided solely to and for the benefit of the client’s plan, plan participants and their beneficiaries, that the amount paid for the brokerage and other services have been determined by the client and the plan to be reasonable, that any expenses paid by the broker on behalf of the plan are expenses that the plan would otherwise be obligated to pay, and that the specific broker or dealer is not a party in interest of the client or the plan as defined under applicable ERISA regulations. Aggregated Trade Policy Commerce Advisors typically directs trading in individual client accounts as and when trades are appropriate based on the client’s Investment Plan, without regard to activity in other client accounts. However, from time to time, Commerce Advisors may aggregate trades together for multiple client accounts, most often when these accounts are being directed to sell the same securities. If such an aggregated trade is not completely filled, Commerce Advisors will allocate shares received (in an aggregated purchase) or sold (in an aggregated sale) across participating accounts on a pro rata or other fair basis; provided, however, that any participating accounts that are owned by Commerce Advisors or its officers, directors, or employees will be excluded first. Mutual Fund Share Classes Mutual funds are sold with different share classes, which carry different cost structures. Each available share class is described in the mutual fund's prospectus. When we purchase, or recommend the purchase of, mutual funds for a client, we select the share class that is deemed to be in the client’s best interest, taking into consideration the availability of advisory, institutional or retirement plan share classes, initial and ongoing share class costs, transaction costs (if any), tax implications, cost basis and other factors. We also review the mutual funds held in accounts that come under our management to determine whether a more beneficial share class is available, considering cost, tax implications, and the impact of contingent or deferred sales charges. Item 13 Review of Accounts Managed portfolios are reviewed at least quarterly, but may be reviewed more often if requested by the client, upon receipt of information material to the management of the portfolio, or at any time such review is deemed necessary or advisable by Commerce Advisors. These factors generally include, but are not limited to, the following: change in general client circumstances (marriage, divorce, retirement); or economic, political or market conditions. For clients engaging Commerce Advisors for alternative asset management services, Commerce Advisors will provide or cause to provide client account statements that detail changes in the client’s 14  account. Account custodians are responsible for providing monthly or quarterly account statements which reflect the positions (and current pricing) in each account as well as transactions in each account, including fees paid from an account. Account custodians also provide prompt confirmation of all trading activity, and year-end tax statements, such as 1099 forms. In addition, Commerce Advisors provides at least a monthly or quarterly report for each managed portfolio depending on what the Client requests. This written report normally includes a summary of portfolio holdings and performance results. Additional reports are available at the request of the client. Item 14 Client Referrals and Other Compensation As noted above, Commerce Advisors may receive an economic benefit from Fidelity or Schwab in the form of support products and services it makes available to Commerce Advisors and other independent investment advisors whose clients maintain accounts at Fidelity or Schwab. These products and services, how they benefit our firm, and the related conflicts of interest are described in Item 12 - Brokerage Practices. The availability of Fidelity and Schwab's products and services to Commerce Advisors is based solely on our participation in the programs and not in the provision of any particular investment advice. Neither Fidelity or Schwab, nor any other party is paid to refer clients to Commerce Advisors. Item 15 Custody Fidelity and Schwab are the custodians of all client accounts at Commerce Advisors. From time to time however, clients may select an alternate broker to hold accounts in custody. In any case, it is the custodian’s responsibility to provide clients with confirmations of trading activity, tax forms and at least quarterly account statements. Clients are advised to review this information carefully, and to notify Commerce Advisors of any questions or concerns. Clients are also asked to promptly notify Commerce Advisors if the custodian fails to provide statements on each account held. From time to time and in accordance with Commerce Advisors’ agreement with clients, Commerce Advisors will provide additional reports. The account balances reflected on these reports should be compared to the balances shown on the brokerage statements to ensure accuracy. At times there may be small differences due to the timing of dividend reporting, pending trades or other similar issues. Asset Transfer Authority Our firm or persons associated with our firm may affect third party asset transfers for client accounts with standing letters of instructions from clients for recurring transfers and for less frequent request a consent form signed by our client and advisor authorizing the custodian to affect the transfer. An adviser with authority to conduct third party asset transfers has access to the client's assets, and therefore has custody of the clients’ assets in any related accounts. Item 16 Investment Discretion Before we can execute an investment on your behalf, you must first sign our discretionary management agreement and the appropriate trading authorization forms. If you enter into non-discretionary arrangements with our firm, we will obtain your approval prior to the execution of any transactions for your account(s). You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. 15  Item 17 Voting Client Securities As a policy and in accordance with Commerce Advisors’ client agreement, Commerce Advisors does not vote proxies related to securities held in client accounts. The custodian of the account will normally provide proxy materials directly to the client. Clients may contact Commerce Advisors with questions relating to proxy procedures and proposals; however, Commerce Advisors generally does not research particular proxy proposals. Item 18 Financial Information Commerce Advisors does not require nor solicit prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore has no disclosure with respect to this item. 16