HILLTOP SECURITIES INC.

Hilltop Securities Inc. Horizon Program Managed Accounts Client Disclosure Brochure Part 2A of Appendix 1 of Form ADV: Horizon Program Brochure IA SEC Number: 801-55529 CRD: 6220 Hilltop Securities Inc. Attn: Advisory Services Group 717 N. Harwood Street, Suite 3400 Dallas, TX 75201 214-859-6735 November 6, 2025 This Client Disclosure Brochure provides information about the qualifications and business practices of Hilltop Securities, Inc (“HTS”) and the HTS Horizons Program. This information should be considered before becoming a client of the Horizons Program. This Brochure applies only to the Horizons Program. A separate ADV describes all other wrap fee program advisory accounts offered by Hilltop Securities Inc., including all current and future advisory accounts. HTS will not provide the client an additional copy of the Form ADV Disclosure Brochure when a new advisory account is established, unless there are material changes to the document that occurred after the document was previously provided. Instructions on how to obtain a copy of the updated Form ADV Disclosure Brochure, or a summary of material changes from the brochure, is provided annually to clients on their quarterly statement. Please retain all these documents for future reference as they contain important information when adding services or opening new advisory accounts with HTS. This brochure provides information about the qualifications and business practices of Hilltop Securities Inc (“HTS”). This information should be considered before becoming a client. Any questions about the contents of this brochure, can be directed to HTS at 888-658-9165 or 214-859-9165 or clientpartners@hilltopsecurities.com. This information has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Hilltop Securities Inc. is available on the Securities and Exchange Commission’s website at www.adviserinfo.sec.gov. The site may be searched by the unique identifying number, known as an IA number. The IA number for Hilltop Securities is 801-55529. Registration does not imply a certain level of skill or training. A copy of the current Horizon Program Client Disclosure Brochure is available at any time, without charge, by Inc. by phone at 888-658-9165 or 214-859-9165 or by email at contacting Hilltop Securities clientpartners@hilltopsecurities.com. A copy of the most recent disclosure brochure may be obtained by going to the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. Page | 1  Table of Contents Advisory Business ....................................................................................................................................................... 4 Horizons Program ........................................................................................................................................................ 4 Selecting an Investment ............................................................................................................................................... 5 Funding the Account ................................................................................................................................................. 11 Cash Sweep ............................................................................................................................................................... 11 Account Requirements and Types of Clients ............................................................................................................ 11 Methods of Analysis, Investment Strategies and Risk of Loss .................................................................................. 12 Risk of Loss ............................................................................................................................................................... 14 Tax and Legal Considerations ................................................................................................................................... 21 Voting Client Proxies ................................................................................................................................................ 22 Confidentiality of Information .................................................................................................................................. 22 Account Termination ................................................................................................................................................. 22 Disciplinary Information ........................................................................................................................................... 23 Other Financial Industry Activities and Affiliations ................................................................................................. 25 Registration as a Broker-Dealer ................................................................................................................................ 26 Registration as an NFA Introducing Broker-Dealer .................................................................................................. 26 Client Referral and Other Compensation .................................................................................................................. 26 Brokerage Practices – Best Execution ....................................................................................................................... 27 Payment for Order Flow ............................................................................................................................................ 27 Order Aggregation & Block Orders .......................................................................................................................... 28 Custody ...................................................................................................................................................................... 28 Investment Policy Statements .................................................................................................................................... 29 Financial Information ................................................................................................................................................ 29 3 | P a g e  Advisory Business Hilltop Securities Inc. a Delaware corporation (“HTS”) is a full-service broker-dealer and registered Investment Adviser, serving the investment and capital needs of individual, corporate and institutional clients, banking and thrift clients, and qualified accounts (“client,” “clients,” or “their”). HTS is a wholly owned subsidiary of Hilltop Securities Holdings LLC, a Delaware limited liability company. HTS, as a full-service broker-dealer, provides brokerage, execution, clearing, and custody services to its clients. HTS is registered with the United States Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, a member of the New York Stock Exchange (“NYSE”), the American Stock Exchange, the Financial Industry Regulatory Authority (“FINRA”), and the Securities Investor Protection Corporation (“SIPC”). HTS is also an Investment Adviser registered with the SEC pursuant to the Investment Advisers Act of 1940. As an Investment Adviser, HTS completes a Form ADV which contains additional information about its business and affiliates. The Form ADV and additional information is available through public filings with the SEC at www.adviserinfo.sec.gov. In comparing account types and managed account Programs (“Programs”) and their relative costs, the client should consider various factors, including, but not limited to, the range of investment products available in each Program, preference for an advisory or brokerage relationship, and preference for a fee-based or commission- based relationship. Each HTS managed account is assigned to an Investment Adviser Representative (“IAR”). Any IAR of HTS who provides investment advice for a fee is required to meet the appropriate states’ regulatory requirements which may include an administered examination or an approved designation in lieu of an exam. Registration of an Investment Adviser does not indicate a higher level of skill or training. As of December 31, 2024, HTS Investment Advisor has $2,254,166,069.09 assets under management, $598,775,204.57 in an advisor discretionary basis, $1,029,197,247.38 on separately managed discretionary basis, and $626,193,617.14 on a non-discretionary basis. The inception for the Horizons Program was November 2025. Horizons Program The Horizon Program offers limited non-discretionary advisory services where the client will make the final decision on the investments. The program is designed specifically for Clients to purchase and hold only third-party managed and created Alternative Investment Funds and Structured Products made available by HTS. The Client’s IAR will not be acting in the capacity of a portfolio manager, but will rather assist in the research, selection, purchase and ongoing monitoring and review of the investments that are made in the account. In the Horizon Program, with the assistance of the IAR, the Client will select one or more third-party Alternative Investment Funds or Structured Products for the account. Due to the complex nature of Alternative Investment Funds and Structured Products, HTS offers these products on a non-discretionary basis only to pre-qualified investors such as accredited investors or qualified purchases. Please note the account is for the use of the Alternative Investment Funds and Structured Products only and may be highly concentrated in one or a few investments with little to no trading activity. The IAR will provide advice in selecting the investment at inception, ongoing monitoring and advice on the investments and options going forward and will be available to answer any questions relating to the investments in the Horizon account. The Horizons Program is an advice-only/Non-Wrap program in which the fee paid is solely for the investment advice and reporting provided in the Program. The Program services include, but are not limited to: (1) the preparation of an investment strategy that allocates the Clients investment assets among various Alternative Investment Funds and Structured Products; (2) selection and due diligence of the Alternative Investment Funds and Structured Products; (3) portfolio evaluation and review; (4) ongoing investment management consulting on items such as reviewing the asset allocation and the impact of capital market developments on the overall investment strategy. Prior to investing, the Client should review the offering materials for Alternative Investment Funds and Structured Products, in particular the terms of any restrictions on the premature termination or liquidation of Alternative Investment Fund or Structured Product and risk factors as well. The Client’s IAR may also recommend a change of Alternative Investment Funds or Structured Products if, for example: a Client’s investment objectives or market conditions change or if, for some other reason another Alternative Investment Fund or Structured Product would be more appropriate for the Client. 4 | P a g e  Selecting an Investment After receiving appropriate information from and about the Client, including net worth, liquid net worth, investment objectives, risk tolerance, investment time horizon, and liquidity/withdrawal needs, HTS will make recommendations on allocations to one or more Alternative Investment Funds or Structured Product made available by HTS for investment through the Horizon Program. The IAR uses the information the Client provides to recommend one or more Investments for the account, consistent with the client’s portfolio objective. The Client may accept or reject the Investments recommended by their IAR. For more information on any particular Investment, please read its offering document, which may be a prospectus or private placement memorandum. Horizon is a non-discretionary program and the decision to participate, and the selection of any investment is made by the client and remains the client’s responsibility. At any time, a client may terminate the investment, subject to the restrictions applicable to the investment, by complying with HTS’s procedures and, if desired, select a new investment for their account so that they continue to receive the services available in the Program. Establishing an Account The Client must first complete the Horizon Program Agreement, any required subscription agreement for the “Investment” and the applicable Client Acknowledgement and Disclosures. Clients must fund their account in liquid assets (cash or cash equivalents). If the client liquidates securities to invest in an Investment, they could hold cash or cash equivalents and potentially miss market gains on the securities sold. Liquidating securities may have tax consequences. In the Horizon Program, the initial investment minimum is $500,000 or as accepted. To invest in any particular Alternative Investment Fund, however, the client must meet the funds’ initial investment minimum set by the fund or its manager. The fund or manager may also set minimums for contributions and withdrawals. Any waivers of the fund’s minimums for initial investments, contributions or withdrawals must come from the fund or its manager. Before a purchase can be made the Client must qualify with HTS’s policies for net worth, liquid net worth and concentration of total Alternative Investment Funds owned. Structured Products are created and issued in increments of $1,000 per note. The minimum purchase amount is 500 notes or $500,000 per cusip at time of purchase. Before a purchase can be made Clients must qualify with HTS’s policies for net worth, liquid net worth and concentration of Structured Products owned. The IAR will discuss these qualifications with their Clients. Alternative Investment Funds Alternative Investment Funds may include hedge funds and private markets (real estate funds, private placements private credit, private equity, and interval funds) and differ from traditional investment types while seeking to provide investors access to additional sources of investment return. Alternative Investment Funds are generally less liquid than traditional investments, may require a longer investment period, are subject to increased volatility and risk of investment loss. Therefore, Alternative Investment Funds may not be appropriate for all investors. Alternative Investment Funds are restricted to a percentage of the Client’s total investable assets, based on the Client’s risk tolerance. Investor qualification requirements also must be met in the case of private placement offerings. Alternative Investment Funds are limited to the advisory share class/cusip strategies made available through the HTS approved third party investment platform (IAR approval and Client qualification policies and procedures apply). The selection of Alternative Investment Funds for the Program accounts (i.e., hedge funds and private market funds) is performed by HTS and as such, HTS has partnered with a third-party to establish an initial and ongoing due diligence process. The process is designed to verify Alternative Investment Funds approved for investment allocations or strategies made available for the Program have been properly researched and are suitable and consistent with the Client’s Investment Profile. This process may include, but is not limited to, an initial review of third-party reports, offering documents and marketing materials; an evaluation of the investment philosophy, process and performance; and an assessment of the general business practice, financials, regulatory compliance, disclosure documents, risk management and strategic planning. 5 | P a g e  Certain Alternative Investment Fund Arrangements and Compensation It is imperative that Clients work with their IAR to evaluate how a specific Alternative Investment Fund and its features fits their individual needs, risk tolerance and investment objectives. An important component of this selection process includes carefully reading the accompanying offering documents and/or prospectus prior to making an investment decision. The offering documents contain critical information and risk considerations that will assist Clients in making an informed investment choice. It is important to note that the fees and expenses related to Alternative Investment Funds are often higher than those of more traditional investments. While each investment differs in terms of both total fees and expenses and how those fees and expenses are calculated, the following generally discusses the primary categories of fees and expenses that are common to many Alternative Investment Funds and the different ways that HTS and the IAR may be compensated. These fees are in addition to the HTS Advisory fee for the Program account. Management Fees The manager for any particular investment often charges a management fee that is based on the total value of the investment in the account. As the value of the investment increases, the total management fees the manager receives may increase. Conversely, as the value of the investment decreases, the total management fees the manager receives may decrease. Incentive-Based Compensation Many Alternative Investment Fund Managers receive incentive-based compensation in addition to management fees. Inventive-Based fees typically involve the manager retaining a percentage of profits generated for Clients. Fees related to incentive compensation are often referred to as incentive, performance-based fees or carried interest. The exact calculation of incentive fees or carried interest differs by product and manager. Upfront or Ongoing Servicing Fees or Placement Fees Many Alternative Investment Funds have upfront costs directly related to compensating the IAR and/or HTS, generally based on the total amount of the investment, up to 5%. In this Program only Alternative Investment Funds with no upfront costs are eligible. Ongoing servicing fees can be as high as 4% of the value of the investment. Redemption Fees Some investments have direct or indirect costs related to liquidating the position, particularly if an investment is liquidated shortly after being purchased or if an investment is specifically designed to provide limited or no liquidity to investors. For additional fees relating to not just redemption fees, but all fees related to the selected program investment(s), Clients should refer to the offering documents. Other Expenses Alternative Investment Funds may be accessed through a variety of legal structures, including mutual funds, limited partnerships, and limited liability companies. In certain structures, particularly for new offerings, investors may incur organization and offering expenses that are related to the creation of the legal structure and marketing of the product. These costs ultimately serve to decrease the amount of the Client’s investment. Investors may also incur other expenses based on the investment activity of the fund. For example, in a Real Estate fund, investors may be charged fees related to the acquisition of property. In a hedge fund that shorts stock, there are costs associated with establishing and maintaining the short position. Lastly, investors in Alternative Investment Funds generally bear the cost of certain ongoing expenses related to administration of the investment product. These expenses may include costs related to tax document preparation, auditing, or the custodial services. Please refer to the offering documents and/or prospectus for a full recitation of all fees and other expenses that will be incurred relating to an Alternative Investment Fund. The Client should direct any questions they may have regarding the investment and associated fees to their IAR. 6 | P a g e  Additional Fees In the Horizon Program account, Clients will pay HTS the Advisory Fee, as detailed in the Client Agreement, these fees do not cover: • The costs of investment management fees and other expenses charged by Alternative Investment Funds and Structured Products. • Brokerage commissions or other charges resulting from transactions not effected through HTS or our affiliates. • Servicing fees applicable upon termination of the Client Agreement. • Account closing/transfer costs. • Processing fees. • Certain other costs or charges that may be imposed by third parties (including, among other things, of-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law.) • Administrative and operation costs for processing of Alternative Investment Fund purchases. Unsupervised Assets In most cases the Horizons Program does not allow for positions to be held as unsupervised in the account. These positions may be held in another program Advisory account as unsupervised or in a brokerage account. For cash that may accrue due to the coupon payments from Structured Products and proceeds from a maturity, call, dividend (or equivalent) or liquidation may be approved to be held as unsupervised and not included in the billing calculation. Program Fee The billing process described below is subject to change upon prior written notice to the Client. In consideration of the services provided hereunder, Client will compensate HTS an all-inclusive fee per account, for investment advisory services on an annual fee basis in accordance with the rates set forth the Client Agreement. The Program fee cannot be deducted directly from the Horizon account so the Client will designate on the Client Agreement another separate account custodied at HTS to debit the Program Fee directly from. Furthermore, in addition to the above-described charges, Client may incur a charge for each transaction for insurance, short sales, options, handling and postage charges. Client may also incur charges for other account services provided by HTS not directly related to the execution and clearing of transactions including, but not limited to, IRA custodial fees, safekeeping fees and fees for legal or courtesy transfers of securities, and document delivery fees if not enrolled in e-Delivery. Client accounts will be billed at a negotiated annual flat fee rate not to exceed 1.75% on a quarterly basis in advance. At the inception of the account, the Client will be billed pro-rata for the value of the investments(s) for the number of days remaining in the quarter. Additional investments will be billed at the Program rate pro-rata for the quarter at the time of purchase and valuation. In addition to the advisory fee charged, clients may also incur transaction fees, registration fees, and fees related to custodial services. Deferred sales charges may be imposed by an investment upon redemption. For more information on other fees and charges, the Client should discuss with their IAR and the applicable Investment’s offering documents. There are additional HTS Administration fees associated with Alternative Investment Funds and the fee schedule of these fees is detailed on the Disclosure and Acknowledgement form the Client will complete. For purposes of calculation the Asset-based Fee, Alternative Investment Funds will be valued as of the billing date using the values provided to HTS from the product sponsors and administrators of the investment. Valuation for Alternative Investment Funds is often delayed, sometimes significantly, and is not guaranteed to be provided to HTS in a timely manner. As a result, the valuation used for purposes of calculating the Asset-based Fee and not be current with the actual value of the investments at the time billing is processed and, depending on the circumstances, can result in a higher Asset-based Fee. The Client should carefully consider the impact of these valuation delays on their Asset- based Fee when evaluating whether to invest in and Alternative Investment Fund and when determining how much of the portfolio is appropriate to invest in Alternative Investment Funds. HTS does not independently verify the accuracy of the valuation of the Alternative Investment Fund in the Client’s account. 7 | P a g e  Alternative Investment Funds also have fees that are paid to the manager of the Alternative Investment Fund. HTS does not pay the manager of the Alternative Investment Fund any part of the HTS Advisory Fee that is collected from the Client. Structured products are not charged any sales commissions; however, clients who purchase Structured products will pay offering costs associated with issuing, selling, structuring, and hedging of the products. Such costs are paid to the issuer, included in the initial offering price, and disclosed in the offering document. HTS may allocate a portion of the HTS Advisory Fee to the HTS IAR and, if applicable, to an unaffiliated due diligence service provider or other service provider. The Client’s Program Fee will not be adjusted for no or low trading activity or for accounts that are highly concentrated. If the account is terminated by either party, the Client will be entitled to a prorated refund of any pre-paid HTS Advisory Fee based on the number of days remaining in the billing quarter after the date upon with notice of termination is effective. Relating Accounts for Billing Purposes The Horizons Program is an independent Advisory program, and accounts are not eligible to be treated as related accounts for purposes of taking their assets into consideration in order to calculate the Program Fee across the household of Client advisory program accounts. Initial Program Fee HTS will deduct the Initial Program Fee from the Client’s designated account when the account is accepted for the Program. The fee will be calculated based on the value of the eligible assets on the date the account is accepted, pro- rated to cover the period from the date the account is accepted through the end of the calendar quarter. Quarterly Fee After the assessment of the Initial Program Fee, the subsequent Program Fees will be assessed directly to the Client’s designated account during the month following the close of each calendar quarter and quarterly thereafter based on the net asset value of the account on the last business day of each calendar quarter. The fee is calculated as an annual percentage of the account’s assets and is billed quarterly in advance, pro-rated according to the number of calendar days in the billing period. The Client has executed a Letter of Instruction (LOI) to bill another account at HTS, the fee will be allocated accordingly. HTS calculates the advisory fees based on the fair market value of the assets on the last business day of the preceding calendar quarter. If the management of the account commences or is terminated at any time other than at the beginning or end of a calendar quarter, the fee is prorated based on the initial account value and the number of days the account was open in that quarter. For calculation purposes the fee is based on 365 actual days in a year (366 for leap year). The calculation is as follows: (Market Value x Rate x ((Days / 365)) with the Rate being the agreed upon fee within the Advisory Agreement. For more complete information on the fee charged, please contact HTS or the IAR of record. For the purposes of calculating the Program Fee, the value of the Account is calculated as the sum of the long and short market value of all Billable Securities held in the Account, plus accrued interest as of the last day of the prior quarter. HTS relies on the valuation information provided to HTS by the issuer of the Structured Product or service provider as applicable. Client understands and acknowledges that HTS may rely on a third- party pricing service to make these valuation determinations. Any determination by HTS of such fair value shall be conclusive and binding on Client. The Program Fee can then be calculated by applying the agreed upon annual fee schedule to the fair value of the assets. HTS does not engage in an independent valuation or the Structured Products selected by the Client. HTS relies on the valuation information provided to HTS by the manager of the Alternative Investment Fund or service provider as applicable. The valuation information is based on estimates which may be old as of the dates of the account statement. The final valuation may be higher or lower than the data reflected in the periodic account statements and HTS is under no obligation to provide notice of, or compensation to the Client for, any such difference in valuations. HTS does not engage in an independent valuation of the Client’s Alternative Investment Fund assets. The Alternative Investment Fund Manager, Sponsor or Administrator will provide periodic account statements including the market value of each Alternative Investment Fund. HTS relies on the Client to promptly review these account statements and report any discrepancies to HTS. 8 | P a g e  If the Agreement is terminated prior to the end of the quarter, the Client will receive a pro-rata refund of the prepaid, unearned fees from the date the Account is removed from the Program through the end of the quarter. Please see the “Account Termination” section of this Disclosure Brochure for additional information. Fee Rate Changes Changes to a fee rate on an Advisory account, whether an increase or a decrease in the Annual rate, must be received by ASG no later than the 20th of the month prior to the quarter end. If the request is received after the cutoff date, the new rate will not go into effect until the next quarter billing cycle. The changes will also apply to any contributions or withdrawals over $10,000 made after the rate change request. Alternative Investment Funds Valuation and Redemptions The valuation of Alternative Investment Funds reflect the records of the issuers and administrators of those funds. HTS does not guarantee the accuracy of the information. The value shown is not necessarily the value the Client would receive from the issuer if they sold the assets. The Net Asset Value (“NAV”) is primarily based on estimated portfolio values provided by the underlying fund sponsor. Reported estimates sometimes do not reflect resale, liquidation or repurchase value, if any, and sometimes do not reflect distributions of capital until the next valuation is reported, generally on an annual or semi-annual basis. These valuation practices are important because HTS calculates the Program Fee for Alternative Investment Funds the Client holds in Advisory Accounts based on these estimates. For purposes of calculating the Program Fee, HTS will use the valuation of Alternative Investment Funds available/reported to HTS as of the billing date. Valuation for Alternative Investment Funds is often delayed, so only those investments that have at a minimum quarterly valuation will be eligible for the Program. In addition, for Program Accounts holding eligible Alternative Investment Funds (nondaily traded alternative funds), initial cash proceeds from redemptions sometimes are not received into the account for a period that can extend over several months. Proceeds from "hold back" promissory notes are usually received within 18 months of issuance. Redemptions and "Hold Back" Promissory Notes: For accounts holding eligible Alternative Investment Funds, proceeds from redemptions are not to be received into the Advisory Account for a period that can extend over several months after a redemption request is submitted and is effective. As a result, the Program Fees charged originally are based on the value of the Alternative Investment Fund inclusive of the value of the Alternative Investment Fund pending redemption. The Client will receive a credit of the Program Fee imposed on Alternative Investment Funds the Client redeems in whole or in part while they hold these investments in Advisory Programs if the amount meets the minimum requirements and the funds are withdrawn from the account. Credits will be based on the effective date of the withdrawal of the redemption amount. Alternative Investment Funds and Structured Products in Advisory Programs Investing in Alternative Investment Funds and Structured Products is generally more expensive than certain other investment options offered in other advisory programs. In addition to the Program Fee, you pay fees and expenses of the Alternative Investment Fund and Structured Product in which your account is invested. Such fees are charged directly to the pool of assets in which the Alternative Investment Fund or Structured Product invest. These fees and expenses are an additional cost to you and not included in the Program Account fee. Each Alternative Investment Fund and Structured Product describe their fees in their offering documents. Current and Future expenses may differ from those stated in the offering materials. The Client should consider the value of these advisory services when making such comparisons. The combination of custodial, advisory, and brokerage services sometimes are not available separately or could require multiple accounts, documentation, and fees. The Client should also consider the amount of anticipated trading activity when selecting among the Programs and assessing the overall costs. Advisory Programs typically assume a normal amount of trading activity and, therefore, under particular circumstances, prolonged periods of inactivity or no activity or asset allocations with significant fixed income, security concentrations or cash weightings can result in higher fees than if commissions were paid separately for each transaction. 9 | P a g e  If the Client liquidates securities prior to initiating or after terminating a Program service, the Client will be subject to customary brokerage charges with respect to that transaction, in addition to any Program fees that are applicable during the period. The Client’s IAR has a financial incentive to recommend a fee-based advisory Program rather than paying for investment advisory services, brokerage, performance reporting and other services separately. A portion of the annual advisory fee is paid to the Client’s IAR, which generally is more than the IAR would receive under an alternative Program or if the Client paid for these services separately. Therefore, the IAR has a financial incentive to recommend a particular account Program over another. Such incentive compensation is generally available as follows: IARs are typically compensated based on their annual gross production, whereby higher gross production will generally result in higher payouts. These compensation Programs constitute a targeted payout increase to certain qualified IARs based on economies of scale achieved by HTS, its affiliates and IARs at increasing asset levels. However, such compensation arrangements represent a conflict of interest where an IAR is incentivized to recommend an asset-based fee account Program rather than recommending an alternative product or service, if comparable or if available separately to Clients. The Client should be aware of such arrangements and should consult the IAR for additional details regarding the IAR’s compensation levels in fee-based accounts. As part of its fiduciary duties to Clients, HTS endeavors at all times to put the interests of its advisory Clients first. The Client should be aware, however, that the receipt of economic benefits by HTS (or its related persons) in and of itself creates a potential conflict of interest. Payments from Structured Product Sponsors Purchases of Structured Products are not charged sales commissions; however, Clients who purchase Structured Products will pay certain offering costs associated with issuing, selling, structuring, and hedging the products. Such costs are paid to the issuer, are included in the initial offering price, and disclosed in the offering documents. Therefore, the estimated value of the investment on the pricing date will be less than the original issue price. HTS receives a structuring fee from the issuer for the sale of the Structured Product. The structuring fee that HTS receives varies by product and sponsor, with a range of 0.25% or $2.50 per $1,000 dollars purchased to a maximum of 1.25% or $12.50 per $1,000 dollars purchased, thus the offering document should be consulted for additional details regarding the structuring fee for any single investment. Compensation to IARs Who Recommend Advisory Programs In general, HTS pays IARs cash compensation consisting of two components: a guaranteed monthly minimum draw required by applicable law, and production payout if it exceeds the monthly minimum draw. The production payout is a percentage of the product- related revenue that each IAR generates during that billing cycle with respect to the Clients he or she serves, minus adjustments due to distributions from or the closing of the advisory account. The payout rate is generally based on production levels and ranges from 25% to 57.5%. HTS reserves the right, at HTS’S discretion and without prior notice, to change the methods by which HTS compensates the IAR and employees, including reducing and/or denying production payout and/or awards for any reason. Investment Advisory Programs: For HTS’s Investment Advisory Programs (asset-based fee Programs) the payout rate is applied to the Program fees credited to the IAR by HTS. Under certain circumstances some IARs or producing Branch Managers are compensated differently. Recruitment Compensation: In general, if the IAR is joining HTS from another firm, the Client should discuss the reasons their IAR decided to change firms and any costs or changes in services the Client may incur by transferring their accounts to HTS. In many cases, HTS pays IARs financial incentives when they join and on an ongoing basis as described below. Many IARs who joined HTS are eligible to receive incentives, including loans, bonuses and/or other compensation, if they reach certain asset and/or production levels or other targets. The amount paid to IARs under these arrangements is largely based on the size of the business serviced by the IAR at their prior firm and the IAR achieving a minimum percentage of their prior firm production and asset levels within a specific time period after joining HTS. These payments can be substantial and take various forms, including salary guarantees, loans, transition bonus payments, temporary or transitional grid increases in the portion of account fees paid to the Clients IAR and various forms of compensation to encourage IARs to join HTS, and are contingent on the IAR's continued employment. 10 | P a g e  Therefore, even if the fees the Client pays at HTS remain the same or are less, the transfer of the assets to HTS contribute to the IAR's ability to meet such targets and to receive additional loans and/or compensation even if not directly related to the Clients account or the fees the Client pays to The Firm. These practices create an incentive and a conflict of interest for the IAR to recommend the transfer of the Clients account assets to HTS since a significant part of the IAR's compensation is often contingent on the IAR achieving a pre- determined level of revenue and/or assets at HTS. The Client should carefully consider whether their IAR's advice is aligned with their investment strategy and goals. IARs are generally eligible to qualify for strategic objective awards and recognition programs, which are based on production and other criteria as determined by HTS Funding the Account The account may only be funded with cash to the amount of the purchase of the Alternative Investment Fund and/or Structured Product. Tailoring of Advisory Programs and Reasonable Restrictions The Clients ability to impose reasonable restrictions on their investments in the Program is limited. HTS will determine in its reasonable judgement how to implement such restrictions. Clients cannot impose restrictions on the underlying investments and securities in an Alternative Investment Fund or Structured Product. Although we will accept reasonable restrictions, we will not have any obligation to manage the account in accordance with any investment guidelines, policy statements or other guidelines unless we specifically agree to do so in writing. Cash Sweep The program is intended for the use of Alternative Investment Funds and Structured Products only and “cash” in any form should not be held in the account as a billable position. Any coupon payments from Structured Products and proceeds from a maturity, call or liquidation need to be immediately moved to another account either at HTS or elsewhere. In some cases, the cash may be able to be held in the account as unsupervised and not be included in the billing calculation. For billing purposes, Clients will need to establish or have another account custodied at HTS that the annual fee can be debited from. In the event that cash is held briefly in the account it, or is designated as unsupervised, it will be deposited in the HTS Sweep Account. For more information relating to the HTS Sweep Account Clients should discuss with their IAR. A copy of the most recent Sweep Account Disclosure at can be obtained at: https://www.hilltopsecurities.com/disclosures/sweep-account-disclosure/. Account Requirements and Types of Clients Types of Clients HTS generally provides investment advisory services for individuals, individual retirement accounts (“IRAs”), banks and thrift institutions, pension, and profit-sharing plans, trusts, estates, charitable organizations, state and municipal government entities, corporations, and other business entities. HTS can prohibit anyone or any account type from establishing a Program account for any reason, including if it is determined not to be an appropriate investment strategy for the Client. Conflicts of Interest Conflicts of interests can arise with respect to a variety of business and other relationships in almost any investment advisory Program. When HTS acts as the Client’s Investment Advisor, HTS and the IARs earn more when the Client invests more in their advisory account, and HTS earns the same advisory fee rate regardless of how frequently the Client trades. HTS also receives payments from affiliated parties and third parties, including the investment products in which the Client invests, and their sponsors. These third-party fees are disclosed in this ADV Brochure and the investment product’s prospectus and other offering documents. 11 | P a g e  Review of Accounts Program Services include periodic reviews and monitoring of the Clients account by their IAR. In addition, all transactions in Alternative Investment Funds and Structured Products require pre-approval by HTS Wealth Management Supervision. Other reviews, as deemed appropriate, are conducted by Wealth Management Supervision, ASG, the Branch Manager or designee. IARs registered through HTS conduct reviews on at least an annual basis, which can provide an opportunity for the Client to update HTS with any material changes in their financial condition, risk tolerance, objectives, and/or investment restrictions. Client Reports Clients receive written or electronic custodial account statements, for investments custodied at HTS monthly if there is activity, or quarterly in the absence of activity. Confirmations of all securities buy/sell transactions. In addition, performance reports are available upon request. The Alternative Investment Fund Manager or Administrator will directly provide the Client all reports available on the Alternative Investment Fund that they manage. Performance Based Fees HTS does not charge performance-based fees in any of its managed account Programs. In some cases, the Alternative Investment Fund Manager may charge a performance-based fee. For more information relating to the fees associated with the Alternative Investment Fund, please refer to the offering documents. Methods of Analysis, Investment Strategies and Risk of Loss Associated Risks Alternative Investment Fund Risks. Alternative Investment Funds employ various investment strategies for hedging and other speculative purposes and may also utilize techniques such as short selling, leverage, derivatives, and options, which can increase volatility and magnify the risk of investment loss. Alternative Investment Funds are therefore considered speculative and may involve a high degree of risk. The risks are potentially greater than and different from those associated with traditional equity or fixed income investments. Concentration in a few Alternative Investment Funds further magnifies these risks. Clients should refer to the offering documents and/or prospectus and discuss the associated risks further with their IAR. Alternative Investment Funds, including hedge funds, private equity, managed futures, real estate investments, private credit and interval funds may present unique risks such as decreased liquidity and transparency and increased complexity. In addition, to the extent the Alternative Investment Fund uses commodities as part of its investments strategy, the investment return may also vary as a result of fluctuations in the supply and demand of the underlying commodities. Real estate and related investments will be subject to risks generally related to real estate, including risks specific to geographic areas in which the underlying investments were made. Certain Alternative Investment Funds may be less tax efficient than others. Each Alternative Investment Fund is typically subject to internal fees including but not limited to, management and/or performance fees, which affect the investments’ net asset value and reduce the return the Client will realize with respect to the investment. Additional risks may include, but are not limited to, style-specific risk, credit risk and lower quality debt securities risk, equity securities risk, financial services companies’ risk, interest rate risk, non-diversification risk, small and mid-cap company risk. Compared to other investments, Alternative Investment Funds generally have additional risks, costs and complexities. These are speculative in nature, could be volatile, and are more likely to lose all or substantially all of their value. Alternative Investment Funds are not appropriate for all investors but are intended for experienced and sophisticated investors who can bear the economic risks. Compared to other investments HTS offers, Alternative Investment Funds may invest to a greater degree in derivatives, commodities or investments that are not publicly traded, use complex partnership structures, use leverage, use short selling and hold concentrated positions to increase potential returns. These investment strategies could also increase potential losses. Alternative Investment Funds are generally not limited in the markets in which they may invest, including by location or capitalization. They sometimes pay their managers incentive fees, which could incentivize the fund manager to make investments that are riskier than those that would otherwise have been made. Alternative Investment Funds are less liquid than traditional investments, meaning the Client may not be able to sell their investment as quickly as other investment products or at all. 12 | P a g e  This could result in holding the investment for an extended period, potentially until maturity or liquidation by the Alternative Investment Fund. There may be no secondary market, and the Client may be restricted on transferring interests in the investment. Alternative Investment Funds typically limit opportunities to redeem (quarterly or annually) and could impose a “lock- up” period of several years which may prevent redemption. Clients may need to provide advance notice of redemption and may not receive the entire redemption request. Also, some Alternative Investment Funds may suspend redemptions or charge a redemption fee. Individual Alternative Investment Funds will have specific risks that may vary by Alternative Investment Fund. Alternative Investment Funds may have complex tax structures and tax reporting requirements. Tax reporting might be delayed. Clients should consult their tax professional before investing in Alternative Investment Funds. Not all Alternative Investment Funds are registered and thus may be subject to less regulation depending on how they are organized. Their investment managers might not be registered as investment advisers with the SEC or under state law. Alternative Investment Funds are not FDIC insured and, as a result, carry more risk than many other types of securities. The Alternative Investment Fund may provide information considered opaque as Funds may consider some information confidential/proprietary, including information relating to valuation and pricing. It therefore may be difficult to assess the investment risks. Before investing in an Alternative Investment Fund, Clients should carefully read the fund’s offering document to understand the terms and conditions that would govern their investment, and the funds’ particular risks and conflicts of interest. Structured Products Risks. Structured products are a hybrid between to asset classes (typically in the form of a note or CD) but instead of having a pre-determined rate of interest, the return is linked to the performance of an underlying asset class. Investing in structured products involves special risks, including, but not limited to, risks associated with derivative instruments. Other risks may include market risk, management and securities selection risk, investment objective and asset allocation risk, equity market risk, fixed income securities risk, credit risk, foreign issuer and investment risk, emerging market risk, commodities risk, and currency risk. Structured products are complex investments and involve special risks. As a result, these may not be suitable for all investors. Below is a list of some of the associated risks of Structured Products. For more information relating to the risk of a specific investment, please refer to the prospectus and/or offering documents. Risk of Loss – There is a risk of loss when investing in market-linked products and investors could lose the entire amount of their investment. Complex Payout Structures – The payout structures for each product vary and are often complex. Market-Linked Products may have complicated limits or formulas for the calculation of investor return. Investors should refer to the offering documentation for specific details of the respective Market-Linked Products. Secondary Market Risks – There is liquidity risk when selling prior to maturity, as there may not be a liquid secondary market for the investment. Additionally, the value for the investment may be worth less than the initial investment, irrespective of the market-linked payout at maturity. Legal and Tax Considerations – There are legal risks involved with holding complex investments, as regulatory and tax considerations may change during the term of the investment. Fees – Investors should refer to the relevant offering documents for additional details regarding the fees and built-in costs, including information regarding how fees will reduce return on investment. Investors should also consider other fees that may be charged by their IAR. Principal Protection – Depending upon the structure of the product, the Market-Linked Products may contain language regarding principal protection. Principal protection is always subject to the ability of the issuer to meet its claims paying obligations. Investors should refer to the respective offering documents for the amount of principal protection that a product may offer. FDIC Insurance – Some market-linked certificates of deposit (“CD”) may contain language regarding FDIC insurance. There should be no inference drawn regarding the applicability of FDIC insurance with Market-Linked Products, as only market-linked CDs may contain FDIC insurance, market-linked notes and securities do not contain any FDIC insurance. 13 | P a g e  Credit Risk – The creditworthiness of an issuer must be considered when investing in a principal protected or non- principal protected notes, as market-linked notes are not guaranteed by the government, the underwriter or any other entity. A market-linked product represents an unsecured obligation of the respective issuer. Bankruptcy Risk – An investor faces the risk of not receiving any payment on its investment if the relevant issuer files for bankruptcy or is otherwise unable to pay its debts. Market Risk – The value of the Market-Linked Products may depend upon the value of the underlying index or security(ies). Investors do not directly participate in the returns of the underlying index or security(ies). Income Risk – under certain structures, anticipated income may not be fixed or guaranteed and may be dependent upon the performance of an underlying index or security(ies). Investors should review the offering documents to determine how distributions are calculated. Payout Features – Depending upon the products structure, return at maturity may be in the form of a pre-determined number of shares in the underlying stock, rather than cash, and may be based on performance of the underlying security(ies) or index. The market value of those shares may be substantially less than the principal amount of the notes and in certain cases may be zero. In come structures, investors may not participate in all or even a portion of any increase in value of the underlying security. Investors should review the offering documents to determine how the return on the structure is calculated. Call Features – Market-Linked notes may have early redemption rights for the issuer of the security, which if exercised would result in a required redemption prior to maturity and loss of any remaining coupon payments. It is likely that an early call by the issuer will be to the issuer’s advantage and to the disadvantage of the investor. In certain structures the call may occur automatically based on the performance of the underlying index or security. Foreign Currency Risks – Investors may be exposed, directly or indirectly, to foreign currency risk due to any foreign currency(ies), securities or commodities that may be linked to the respective market-linked product. The prices of non- U.S. Currencies, commodities or securities may be greatly affected by economic, financial, political, and social factors in the home country of the securities issuer, including but not limited to, changes in the country’s government, legislation, economic and fiscal policies, currency exchange laws or other laws. Other Considerations – Past performance is not indicative of future results. An underlying index (or security(ies)) can decline and rise. Market-linked products are complex financial instruments, and product features my greatly vary from product to product. Always thoroughly understand the product features and risks before investing and consult with an IAR and tax advisor. As with any type of investment, prudent investors should diversify their portfolios with the assistance of an IAR. Risk of Loss The Client should understand that all investments involve a certain amount of risk. Investment performance can never be predicted or guaranteed and that the values of the accounts will fluctuate due to market conditions and other factors. The Client should also understand that HTS makes no representations or warranties with respect to the present or future level of risk or volatility in, or the future performance of, the account. The Client should further understand that the Client is assuming the risks involved with investing in securities and other investment products and should understand that the Client could lose all or a portion of the amount held in the account(s). Below are some of the common risks the Client should consider prior to investing. This list is not a complete enumeration or explanation of the risks involved, and the Client should consult with the IAR and the legal and tax advisers before investing in any particular strategy. • Market Risks: The prices of, and the income generated by, the common stocks, bonds, and other securities the Client owns can decline in response to certain events taking place around the world, including those directly involving the issuers; conditions affecting the general economy; overall market changes; local, regional, or global health, political, social, or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate, and commodity price fluctuations. • Asset Allocation and Diversification Risk: The performance of Accounts is dependent on the allocation of securities among various asset classes and the selection of underlying Funds. There is a risk that IAR’s decisions regarding asset allocation and the selection of investments will cause an Account’s 14 | P a g e  performance to lag relevant benchmarks or will result in losses. While allocations to multiple asset classes can reduce risk, risk cannot be completely eliminated with diversification. Asset allocation and diversification do not guarantee a profit or protect against loss. • Long-Term Purchases Risk: IARs often recommends that Clients purchase investments with the intention of holding them for one year or longer. This recommendation is often because the IAR believes the investments to be undervalued at the time of purchase and/or because the IAR chooses to recommend exposure to a particular asset class over time, regardless of the current projection for such class. A risk of a long-term investment strategy is that by holding an investment for a longer period of time, the Client is not able to take advantage of potential short-term gains. Moreover, if the analysis is incorrect, an investment can decline sharply in value before it is sold. • Volatility and Correlation Risks: Clients should be aware that the IAR’s asset selection process is based in part on a careful evaluation of past price performance and volatility in order to evaluate future probabilities. However, it is possible that different or unrelated asset classes exhibit similar price changes in similar directions, which can adversely affect the Client and become more acute in times of market upheaval or high volatility. Past performance is no guarantee of future results, and any historical returns, expected returns or probability projections do not reflect actual future performance. • Fixed Income Risk: Bonds offer return of principal if held to maturity, but any bond remains subject to the creditworthiness of the guarantor and, prior to maturity, the bond is subject to interest rate, inflation, and credit risks. • Credit Risk: Changes in the financial condition of an issuer or counterparty and changes in specific economic or political conditions that affect a particular type of security or issuer can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. Lower quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. • Municipal Bond Risk: The municipal market can be affected by adverse tax, legislative, or political changes and the financial condition of the issuers of municipal securities. Municipal funds normally seek to earn income and pay dividends that are expected to be exempt from federal income tax. If a fund investor is a resident in the state of issuance of the bonds held by the fund, interest and dividends are sometimes exempt from state and local income taxes. Income exempt from regular federal income tax (including distributions from tax-exempt, municipal, and money market funds) are sometimes subject to state, local, or federal alternative minimum tax. Certain Funds normally seek to invest only in municipal securities generating income exempt from both federal income taxes and the federal alternative minimum tax; however, outcomes cannot be guaranteed, and the Funds sometimes generate income subject to these taxes. For federal tax purposes, a fund’s distributions of gains attributable to a fund’s sale of municipal or other bonds are generally taxable as either ordinary income or long-term capital gains. Redemptions, including exchanges, can result in a capital gain or loss for federal and/ or state income tax purposes. Tax code changes could impact the municipal bond market. Tax laws are subject to change, and the preferential tax treatment of municipal bond interest income could be removed or phased out for investors at certain income levels. • International/Global Securities Risk: expose the investor to currency risk and political, social, and economic risks of the countries in which the securities are domiciled, in addition to the equity or debt nature of the securities involved. • Pooled Investments Risk: Certain strategies invest in one or more pooled investment funds including mutual funds, ETFs, UITs Real Estate Investment Trusts, etc. The Client should read the offering documents (e.g., prospectus, offering memorandum, etc.) carefully to fully understand the various risks, investment objectives, expenses and other information about the company associated with the investment. 15 | P a g e  • Market Trading Risks: Exchange Traded Funds/Notes face various market trading risks. These include the potential lack of an active market for Fund shares, losses from trading in the secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. As a result of any of these factors, among others, the Fund’s shares can trade at a premium or discount to the NAV. For additional information please refer to the Fund’s prospectus for more specific market trading risk. • Legislative and Regulatory Risk: Investments in the Clients Account can be adversely affected by new (or revised) laws or regulations. Changes to laws or regulations can impact the securities markets as a whole, specific industries and individual issuers of securities. The impact of these changes is not always known for some time. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in standardized products. There is a greater degree of illiquidity in those non-standardized products such as Alternatives, Structured and other products that are redeemed by the issuer’s acceptance of a tender offer. • Cybersecurity Risk: With the increased use of technologies to conduct business, corporate and personal technologies are susceptible to information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and arise from external or internal sources. Cyberattacks include but are not limited to gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment or systems; or causing operational disruption. Cyberattacks are also carried out in a manner that does not require gaining unauthorized access, such as causing denial- of- service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting HTS, its affiliates or IARs, or any other service providers (including, but not limited to accountants, custodians, transfer agents, and financial intermediaries used by a fund or an account) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the ability to calculate net asset value (“NAV”), impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which an Account invests, counterparties with which an entity engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers), and other parties. • Digital Assets Risk: Digital assets represent a new and rapidly evolving industry. The value of digital assets depends on the acceptance of the digital assets, the capabilities and development of blockchain technologies and the fundamental investment characteristics of the digital asset. Digital asset networks are developed by a diverse set of contributors and the perception that certain high-profile contributors will no longer contribute to the network could have an adverse effect on the market price of the related digital asset. Digital assets may have concentrated ownership and large sales or distributions by holders of such digital assets could have an adverse effect on the market price of such digital assets. A substantial direct investment in digital assets may require expensive and sometimes complicated arrangements in connection with the acquisition, security and safekeeping of the digital asset and may involve the payment of substantial acquisition fees from third party facilitators through cash payments of U.S. dollars. Because the value of digital assets may be correlated with the value of Bitcoin, it is important to understand the investment attributes of, and the market for, the underlying digital asset. The Client should consult with their IAR. Investments in digital assets are speculative investments that involve high degrees of risk including a partial or total loss of invested funds and are not suitable for any investor that cannot afford loss of the entire investment. 16 | P a g e  • Conflicts of Interest Risk: Sponsors of investment products may engage in business practices that conflict with the interests of investors in their products. These practices can have a negative impact on the market price of the investment products. Clients are encouraged to review the prospectus or other disclosure documents for the investment product and also discuss with their IAR the risks that may apply to them. • Equity Securities Risk: Strategies that invest in equity securities are subject to the risk that stock prices may fall over short or extended periods of time. Equity markets tend to move in cycles, and the value of each strategy’s equity securities may fluctuate drastically from day-to-day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the strategies that are offered. • Interest Rate Risk: Fixed income securities increase or decrease in value based on changes in interest rates. If rates increase, the value of these investments generally decline. On the other hand, if rates fall, the value of the investments generally increases. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. Variable and floating rate securities are generally less sensitive to interest rate changes than fixed rate instruments, but the value of variable and floating securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. Many factors can cause interest rates to rise or fall. Some examples include the Central Bank Monetary Policy (such as an interest rate increase/decrease by the Federal Reserve), rising inflation rates and general economic conditions. • Inflation Risk: The risk is that the rate of inflation will exceed the rate of return on an investment. The investment value itself does not decline but its relative value does. • Default Risk: An issuer’s inability to remain solvent an pay any outstanding debt obligations in a timely manner. Adverse changes in the creditworthiness of the issuer (whether or not reflected in changes to the issuer’s rating) can decrease the current market value and may result in a partial or total loss of an investment. • Mid Cap and Small Cap Company Risk: The securities of mid or small cap companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger sized companies or the market averages in general. • Emerging Markets Risk: International investing bears greater risk due to social, economic, regulatory, and political instability in countries in “emerging markets.” Emerging market securities can be more volatile and less liquid than developed market securities. Changes in exchange rates and differences in accounting and taxation policies outside the U.S. can also affect returns. Investments in foreign currencies and foreign issuers are subject to additional risks, including political and economic risks, greater volatility, civil conflicts and war, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment, expropriation, and nationalization risks, and lets stringent investor protection and disclosure standards. These risks are magnified in countries in “emerging markets.” • Environmental, Social and Governance Consideration Risk: ESG risk is the potential losses or negative impacts that can result from investing in companies, assets, or industries that do not align with environmental, social, and governance principles and market trends. Consideration of ESG factors in the investment process may cause an IAR or manager to forgo opportunities to recommend or invest in certain companies or to gain exposure to certain industries or regions. There is a risk that, under certain market conditions, a strategy pursuing strategies that consider ESG factors may underperform strategies that do not consider such factors. 17 | P a g e  • Government Obligation Risk: Client assets may be invested in securities issued, sponsored, or guaranteed by the U.S. Government, its agencies, and instrumentalities. However, no assurance can be given that the U.S. Government will provide financial support to U.S. Government-sponsored agencies or instrumentalities where it is not obligated to do so by law. For instance, securities issued by the Government National Mortgage Association (Ginnie Mae) are supported by the full faith and credit of the federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) have historically been supported only by the discretionary authority of the U.S. Government. While the U.S. Government provides financial support to various U.S. Government- sponsored agencies and instrumentalities, such as those listed above, no assurance can be given that it will always do so. • Quantitative Strategy Risk: Quantitative analysis uses complex mathematical models and statistics to analyze past events to make investment decisions about security performance (or larger market movements) in the future. Common risks encountered in using quantitative analysis are that the models used are based on assumptions that prove to be incorrect, and that the underlying sets of historical data utilized by the manager are incomplete. • Technical Strategy Risk: Technical analysis involves the use of statistical data, and trends in that data, to identify trading opportunities. Technical analysis does not consider the underlying financial condition of a company, or the intrinsic value of its securities. This type of analysis presents a risk in that a poorly managed or financially in sound company may underperform regardless of larger movements in the market. • Concentration Risks: When assets are invested in a small number of issuers, specific asset type or overly exposed to particular sectors, industries or geographic regions that may create more vulnerability to unfavorable developments in these issuers, asset type, sectors, industries or geographic regions and greater risk of loss than those that are more broadly invested. • Frequent Trading and Portfolio Turnover Risks: The turnover rate within the Advisory Program account may be significant. Frequent trades may result in higher transaction costs, including substantial brokerage commissions, fees, and other transactions costs. In addition, frequent trading is likely to result in short-term capital gains tax treatment. As a result, frequent trading and portfolio turnover in an Advisory Program account may have an adverse effect on the cost and therefore the return on the Advisory Program account. • Infrequent Trading/Low Portfolio Turnover Risk: Advisory Program accounts may trade infrequently and experience low trading/turnover. As set forth elsewhere in this brochure, wrap fees charged are intended to cover various service, including trade execution. If a specific Clients Program account experiences low trading/turnover, the Client may not realize the full benefit of wrap fee paid with respect to such wrap account. Clients are encouraged to discuss the expected and/or historical level of trading with their IAR when evaluating the cost of a proposed or existing wrap account. • High Yield/Junk Bond Risk: Certain investment strategies invest in securities and instruments that are issued by companies that are highly leveraged, less creditworthy, or financially distressed. These investments are considered speculative and are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties and potential illiquidity. • Mutual Fund and/or ETF Risk: A common risk of mutual fund and/or ETF analysis is that, as with other securities investments, past performance does not guarantee future results. A manager who has been successful in identifying profitable opportunities among mutual funds may not be able to replicate that success in the future. In addition, as HTS does not control the underlying investments in a mutual fund or ETF, manager of different funds held by the client may purchase the same security, creating concentrated exposure for the client to that security and increasing the risk to client if that security were to fall in value. There is also risk of a manager deviating from the stated investment mandate or strategy of the mutual fund or ETF, which could make the holding(s) less suitable for the client’s portfolio. 18 | P a g e  • Closed End Fund Risk: CEFs are subject to market volatility and the risks of underlying securities which might include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments. Investment return will vary and an investor’s shares, when sold, might be worth more or less than their original cost. CEFs with complex or specialized investment strategies may experience increased market price volatility. For more information relating to the specific risk of the CEFs purchased, Clients should contact the fund’s sponsor and/or the IAR. • Unit Investment Trust Risk: A UIT is a pooled investment vehicle in which a portfolio of securities is selected by the sponsor and deposited into the trust for a specified period of time. The portfolio of a UIT is designed to follow an investment objective over a specified time period, although there is no guarantee that the objective will be met. UITs can have many different investment objectives and strategies, including equity, fixed income, balanced, international, and global strategies, and strategies that focus on a particular market capitalization, investment style, economic industry or sector, or geographic region. UITs are passively managed and follow a buy and hold strategy, meaning that UITS buy a fixed portfolio of securities and hold on that portfolio until their termination date at which time the portfolio is liquidated with the net proceeds paid to investors. UITs generally have a relatively higher risk of loss than other funds in the event of adverse changes in market or economic conditions. UITs have other risks, which may include management and securities selection risk, investment objective and asset allocation risk, stock market risk, equity securities risk, common stock risk, fixed income securities risk, interest rate risk, credit risk, capitalization risk, investment style risk, foreign issuer in investment risk, and emerging market risk. Certain UITs pursue Complex Strategies, which are subject to special risks. The degree of these and other risks will vary depending on the type of UIT selected. Also, investment return and principal value will fluctuate, and units, if and when redeemed, may be worth more or less than their original cost. • Technology Risk: The offerings within the Programs are dependent upon various computer and telecommunication technologies, many of which are provided by or are dependent on third parties. The successful operation the Program could severely compromised by system or component failure, telecommunication failure, power loss, a software related system crash, unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunication systems or operations could have a material adverse effected on the Program. Such a material adverse effect may have a heightened impact on some of the Programs given the automated nature of the services provided. • Insurance Carrier Risk: The risk associated with an insurance carrier’s financial strength in meeting current, ongoing, and senior financial obligations, which are obligation to policy/contract holders. An insurance carrier’s balance sheet strength, operating performance and financial profile are major factors that quantify an insurance carrier’s financial strength. • Derivative Instrument Risk: The value of options, convertible securities, futures, swaps, forward contracts, and other derivative instruments is derived from an underlying asset such as a security, commodity, currency, cryptocurrency, or index. Derivative instruments often have risks similar to the underlying asset, however, in certain cases, those risks are greater than the risks presented by the underlying asset. Derivative instruments may experience dramatic price changes and imperfect correlations between the price of the derivative and the underlying asset, which may increase volatility. Derivatives generally create leverage, and as a result, a small movement in the underlying asset’s value can result in large change in the value of the derivative instrument. Derivatives are also subject to liquidity risk, interest rate risk, market risk, credit risk, management risk and counterparty risk. The use of these instruments is not appropriate for some clients because they involve special risks. A Client should not invest in these instruments unless the Client is prepared to experience volatility and significant 19 | P a g e  losses in the account. • Non-Traditional Assets Risk: Non-Traditional Assets, such as commodities, currencies, cryptocurrencies, securities indices, interest rates, credit spreads and private companies, are subject to risks that are different from, and in some instances, greater than, other assets like stocks and bonds. Some Non-Traditional assets are less transparent and more sensitive to domestic and foreign political and economic conditions than more traditional investments. Non-Traditional Assets are also generally more difficult to value, less liquid, and subject to greater volatility compared to stocks and bonds. • Commodities Risk: Investments in commodities markets or a particular sector of the commodities markets, and investments in securities or other instruments denominated in or indexed or lined to commodities, are subject to certain risks. Those investments generally will subject a Client Account to greater volatility than investments in traditional securities. The commodities markets are impacted by a variety of factors, including changes in overall market movements, domestic and foreign political and economic conditions, interest rates, inflation rates and investment and trading activities in commodities. Prices commodities may also be affected by factors such a drought, floods, weather, livestock disease, embargoes, tariffs, and other regulatory developments. The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or consuming regions. Certain commodities may be produced in a limited number of countries and may be controlled by a small number of producers or groups of producers. As a result, political, economic and supply related events in such countries could have a disproportionate impact on the prices of such commodities. No active trading market may exist for certain commodities investments, which may impair the value of the investments. • Currency Risk: Changes in foreign currency exchange rates will affect the value of certain portfolio securities. Generally, when the value of the U.S. dollar rises in value relative to a foreign currency, an investment impacted by that currency loses value relative to a foreign currency, an investment impacted by the currency loses value because that currency is worth less in U.S. dollars. Currency exchange rates may fluctuate significantly over short periods of time for various reasons, including changes in interest rates. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in the currency. Currency markets generally are not as regulated as securities markets, which may be riskier than other types of investments and may increase the volatility of a portfolio. • Hedging Risk: Hedging techniques involve risk such as the possibility that losses on the hedge may be greater than the gains in the value of the positions in the account. • Exchange Traded Notes Risk: Risks of investing in exchange traded notes include, among others, index or benchmark complexity, price volatility, market risk associated with the index or benchmark, uncertain principal repayment based on the issuing financial institution and potential illiquidity. Clients should ask their IAR for the ETN prospectus for a description of the specific index or benchmark to which its performance is linked as well as a description of the risks of investing in the ETN and any of the non- traditional or complex investment strategies that the ETN follow or seeks to replicate. • Exchange Traded Fund Risk: There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid-ask prices (increasing the cost to the Client when they buy or sell the ETF). A lack of liquidity can cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. • Managed Futures Risk: Managed futures strategies may seek exposure to different asset classes, such as equity securities, fixed income securities, commodities, currencies, interest rates, and indices. Investing in managed futures involves risks, including but not limited to, liquidity risk and risks associated with commodities, currencies and other non-traditional assets, leverage, derivative instruments, and complex strategies. Other risks may include market risk, fixed income securities risk, 20 | P a g e  interest rate risk, credit risk, foreign issuer and investment risk and emerging market risk. Investors investing in these strategies should have a high tolerance for risk, including the willingness and ability to accept significant price volatility, potential lack of liquidity and potential loss of their investment. • Master Limited Partnership Risk: Investments in Program Accounts in securities of MLPs involve risks that differ from investments in common stock, including limited control and limited voting rights; dilution; compulsory redemptions at an undesirable time or price because of regulatory changes; and greater price volatility. • Climate Change Risk: Climate change, its physical impact, and related regulations could result in significantly increased operating and capital costs that could materially impact certain portfolio companies of Program account. • Key Personnel Risk: Advisory Program Accounts rely on certain key personnel who may leave or become unable to fulfill certain duties. Clients should understand that investing in any security involves a risk of loss of both income and principal. There can be no assurance that the IAR’s or HTS’s investment advice and recommendations will be successful or that Client’s investment objective will be achieved. Tax and Legal Considerations An IAR may agree to implement a client-developed investment strategy that the Client believes is sensitive to their particular tax situation. Neither HTS nor any of our affiliates provides tax or legal advice and, therefore, HTS and they are not responsible for developing or evaluating the efficacy of any such tax-sensitive strategy. Clients need to develop any such strategy in consultation with a qualified tax advisor. Certain tax-sensitive strategies can involve risks. Replacing an Alternative Investment Fund or Structured Product may result in sales of securities and subject the Client to additional income tax obligations. Investments in Alternative Investment Funds entail different risks, including tax risks, than is the case for other types of investments. Investors in Alternative Investment Funds typically hold “interests” of the Alternative Investment fund (as opposed to a share of corporate stock) and may be technically partners in the Alternative Investment Fund. Holders of Alternative Investment Funds may also be exposed to the risk that they will be required to repay amounts to the Alternative Investment Fund that are wrongfully distributed to them. Such claw-backs may be in connection with fund losses, regulatory violations, miscalculation of taxes, liabilities, indemnification, errors in valuation and other reasons. Many Alternative Investment Funds choose to qualify for partnership tax treatment. Partnerships do no pay U.S. federal income tax at the partnership level. Rather, each partner of the partnership, in computing its U.S. federal income tax liability, must include its allocable are of the partnership’s income, gains, losses, deductions, expenses and credits. A change in the current tax law, or a change in the business of a given Alternative Investment Fund, could result in an Alternative Investment Fund being treated as a corporation for U.S. federal income tax purposes, which would result in such Alternative Investment Funds being required to pay U.S. federal income tax on its taxable income. The classification of an Alternative Investment Fund as a corporation for U. S. federal income tax purposes would have the effect of reducing the among of cash available for distribution by the Alternative Investment Fund and could cause any such distributions received by an investor to be taxed as dividend income. Clients should consult their tax advisor with any questions regarding the tax implications of investing in an Alternative Investment Fund. Investors in Alternative Investment Funds will generally receive a Schedule K-1 for each Alternative Investment Fund, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in Alternative Investment Funds may be required to file state income tax returns in states where the Alternative Investment Fund operates. Since some Alternative Investment Funds K-1s may not be provided until after the due date for federal or state tax returns, investors in Alternative Investment Funds may need to obtain an extension for filing their federal or state returns. Clients should consult a qualified tax advisor how an investment in an Alternative Investment Fund will affect their tax return. Tax laws impacting Alternative Investment Funds may change, and this could impact any tax benefits that may be available through investment in an Alternative Investment Fund. 21 | P a g e  Structured Products tax treatment is complex and may vary based on individual circumstances. Investors are strongly advised to consult with their own tax advisors regarding the U.S. federal, state, local, and foreign tax consequences of an investment in these products. Key considerations include: Interest income – Any interest may be treated as ordinary income and taxed accordingly. Original Issue Discount (OIC) – Products issued at a discount may require annual accrual of interest income, even if no cash in received. Capital Gains – Gains realized upon sale or maturity may be subject to capital gains tax. The applicable rate depends on the holding period and product structure. Constructive Ownership Rules – Certain products may be subject to recharacterization under Section 1260 of the internal Revenue Code, potentially resulting in ordinary income treatment. Tax Reporting – Investors may be required to report income and gains on IRS forms such as Form 1099-OID and Schedule D. Voting Client Proxies HTS will not vote on matters requiring shareholder voting in connection with the securities held in the account, or with respect to certain legal actions involving securities including, for example, voting proxies, mergers, bankruptcies, restructuring, class actions, or similar matters. Under the circumstances where HTS receives material on the Client’s behalf, HTS will promptly forward such material that it received to the Client’s attention. HTS does not offer advice regarding proxy voting; this is the sole responsibility of the shareholder. With respect to the Alternative Investment Funds and Structured Products, Client’s should refer to the products offering documents for any information relating to the handling of these issues. Confidentiality of Information Except as may be required by law or as otherwise provided in the Client Agreement, HTS and Client shall treat all information, recommendations and advice regarding the Program Assets as confidential. When the Client establishes an Advisory Services Group Program account, HTS may send information about the Client and the account including the name, address, account assets, taxable status, account registration type, state/country of residence and the account activity to third parties that support the transaction of Structured Products and Alternative Investment Funds. The subscription agreements required may also collect needed Client confidential information as required and distributed to the third-party product managers. Provided that such parties are subject to substantially similar confidentiality provisions as those in the Client Agreement and only for the purpose of performing its obligation under the Client Agreement. Account Termination Investment advisory services may be terminated by either party at any time. Upon termination, the Client is responsible for monitoring and managing the securities in their portfolio, and they will be subject to customary brokerage charges. HTS and the Client’s IAR will have no further obligation to act or advise with respect to those assets. Any unused portion of the prepaid quarterly fee will be refunded and credited to the account. Such refunds will be pro-rated based on the number of days remaining in the calendar quarter for which the Client prepaid a fee. If the Client chooses to terminate their participation in the Program, HTS can liquidate the account at that time if instructed to do so. If so instructed, HTS will liquidate the account in an orderly and efficient manner. HTS does not charge for such redemption if redeemed in the Advisory account. If the account is converted to a brokerage account and redemptions are executed in the brokerage account, standard commission rates will apply. The Client should also keep in mind that the decision to liquidate securities may have tax consequences that should be discussed with their tax advisor. IAR Termination from the Programs HTS retains the authority to remove any IAR from the Program at any time and to transfer day-to-day management responsibility of the Client’s account to another HTS IAR or Branch Office Manager in certain situations, at any time without first notifying the Client or obtaining consent. In most cases this will result in the termination of the advisory agreement and the need to establish an advisory agreement with newly assigned IAR. Under certain circumstances a new advisory agreement will not be required. When an IAR who managed Client assets in an ASG account leaves the 22 | P a g e  firm, ASG will close the accounts as Advisory and a pro-rated refund, based on the number of days remaining in the calendar quarter will be credited to the Client’s account. If the accounts are assigned to a new IAR and the Client wishes to establish a new Advisory relationship, the newly appointed IAR will need to provide the Client with their ADV Part 2B and submit new ASG paperwork to establish the account in the program selected. This may also involve the need up update any agreement with the Alternative Investment Fund or Structured Product. Disciplinary Information Below is notice of certain regulatory and legal settlements entered into by HTS and/or its affiliates: In March 2013, SWST (now HTS) reached a settlement agreement with FINRA after allegations were made that the firm bought or sold municipal securities from customers at prices that were not considered fair given the current market conditions and also failed to properly report certain trades within the required time period. In addition, FINRA further alleged that the firm’s supervisory system with respect to the alleged conduct was insufficient. The firm agreed to a censure, $77,500 fine and $32,167.14 restitution plus interest. In August 2013, SWST (now HTS) reached a settlement agreement with FINRA for failure to transmit last sale reports to the appropriate trade reporting facility within the required time period. The firm agreed to a $5,000 fine. In November 2013, SWST (now HTS) reached a settlement agreement with FINRA for failing to execute the proper and timely close out of short positions creating a fail-to-delivery position in violation of FINRA rules relating to Regulation SHO. SWST (now HTS) agreed to a censure and $10,000.00 fine. In June 2014, SWST (now HTS) reached a settlement agreement with FINRA for failing to report the correct time of trade executions as required and failure to properly maintain record of the time of execution as required within the Firm’s records. SWST (now HTS) agreed to a censure and $12,500.00 fine. In October 2014, SWST (now HTS) reached a settlement with FINRA for failure to, within 30 seconds of execution, transmit last sale reports of transactions to the NASDAQ Trade Reporting Facility. FINRA further alleged that the firm failed to report the correct time of execution. The firm agreed to a censure and a fine of $17,500 and agreed to revise its Written Supervisory Procedures relative to the trade reporting of NMS Securities. In July 2015, affiliate FSC reached a settlement agreement with FINRA for failing to deliver Exchange Trade Fund Prospectuses to its own customer at the time of delivery of the security in contravention of Section 5 of the Securities Act of 1933. FSC agreed to a censure and $450,000 fine. In August 2015, an extended hearing panel decision was made to fine affiliate broker-dealer SWSFS (now MIN) $50,000. The sanction was based on the findings that the firm’s Supervisory system and its procedures were not reasonably designed to achieve compliance with rules relating to the suitability review process for certain variable annuity transactions and the time for transmitting Variable Annuity Transactions to the issuer. The findings also stated that the firm failed to implement adequate surveillance procedures to monitor its representatives. The panel also stated in the decision that FINRA did not prove that the firm lacked policies and procedures reasonably designed to implement corrective measures to address inappropriate exchanges to the conduct associated with the persons that engaged in inappropriate states. Further the decision stated that FINRA did not provide that the firm’s principals who reviewed the transactions lacked reasonable basis to believe the transactions were suitable for the customers or that the firm failed to document adequate training policies for its principals who reviewed Variable Annuity Transactions. In February 2016, the SEC instituted a cease-and-desist proceeding against affiliate SWST (Now HTS). The SEC found that SWST willfully violated section 17(A)(2) of the Securities Act by conducting inadequate due diligence in certain offerings and as a result failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. This resulted in the firm offering and selling municipal securities on the basis of materially misleading disclosure documents. The violations were self- reported by SWST to the commission pursuant to the SEC’s municipalities continuing disclosure cooperation initiative (MCDC). The firm was censured and paid a fine in the amount of $360,000 and is required to retain an independent consultant to conduct a review of the firm’s policies and procedures as they relate to municipal securities underwriting due diligence. 23 | P a g e  In March 2016, the SEC instituted a cease-and-desist proceeding against affiliate, FSC. The SEC identified violations by FSC relating to the Fair Dealing and Financial Advisory Agreement rules of the MSRB in connection with financial advisory services rendered by FSC to its municipal client during the time frame March through November 2010. Specifically, during the aforementioned time frame FSC rendered advisory services to the municipal client in connection with a 2010 bond issuance but failed to memorialize, through a written agreement, the specific services or tasks that FSC would provide in connection with the bond issuance until seven months into the financial advisory relationship. FSC was ordered to pay disgorgement of $120,000, prejudgment interest in the amount of $22,400 and a civil money penalty in the amount of $50,000. In May 2016, HTS reached a settlement with FINRA for failing to provide appropriate disclosures to clients, at the time of trade, when the client was affecting a bond transaction for quantities below the required minimum denomination. While the firm had written procedures in place which prohibited the sale of municipal securities to customers below the minimum denomination, subject to certain exceptions, it did not have any systems or controls in place to prohibit sales below the minimum denomination. The firm agreed to a censure and fine in the amount of $40,000. In November 2016, HTS reached a settlement with FINRA for failing to disclose the material aspects of its relationships with its execution venues as it pertains to “payment for order flow” arrangements. The firm is required to describe the material terms of the arrangements such as any amounts per share or per order that the firm receives. As a result of the firm’s failure to disclose the payment terms for these relationships, the firm violated SEC Rule 606 of Regulation NMS. The firm agreed to a censure, and a $10,000 fine. In April 2019, HTS reached a settlement with the CBOE/BZX exchange for failing to report reportable positions in expiring options, mistakenly deleting the positions in its large option position reporting system submissions that were set to expire on the following day or failing to report positions that the firm had added or modified on the expiration date. The firm agreed to a censure, and a $37,500 fine. In September 2019, HTS, reached a settlement with FINRA for failing to establish procedures to ensure that customers received in writing the initial disclosure stating the annual rate or rates of margin interest that could be imposed prior to opening their margin account and failed to establish, maintain, and enforce a supervisory system designed to achieve compliance with Rule 10b-16(a)(1). As a result, Hilltop violated SEC Rule 10b- 16(a)(1) and FINRA Rules 3110(a) and (b) and 2010. The firm agreed to a censure, and a $250,000 fine. In September 2019, Hilltop Securities (HTS) and affiliate broker-dealer Momentum Independent Network (MIN), jointly and severally, paid disgorgement of $736,497.48 and prejudgment interest of $74,287.92 for a total of $810,785.40. The U.S. Securities and Exchange Commission (SEC) brought numerous actions against investment advisers over the past several years that failed to make required disclosures, or the disclosures made were not written in a clear enough manner, related to its selection of mutual fund share classes that paid certain fees, known as 12b-1 fees, to representatives when a lower cost share class was available for the same fund that did not make those payments. 12b- 1 fees are sometimes also described as distribution and marketing fees and are generally paid to brokerage firms for distribution and shareholder services. As a result of these actions and related findings, the SEC implemented the Share Class Selection Disclosure initiative to allow firms to self- report circumstances in which the disclosures do not meet the SEC’s requirements. After conducting a review of its advisory business, HTS addressed this issue in January 2018 by enhancing its investment advisory programs to rebate to customers any 12b-1 fees paid by mutual funds held in managed accounts and by making disclosures regarding the 12b-1 payments. Although HTS did make disclosures regarding mutual fund 12b-1 payments, without admitting or denying the findings in the order, the SEC has indicated that the disclosures were not clear enough for investors to make an informed decision regarding offered advisory services and payments. As a result of the SEC’s decision regarding these fees and disclosures, without admitting or denying the findings, HTS accepted an offer from the SEC to settle this matter and agreed to the entry of an order which included HTS to return certain 12b-1 fees and interest charged to investors in managed accounts from January 2014 through January 2018. In agreeing to participate in this initiative, HTS will not be subject to a regulatory fine by the SEC. 24 | P a g e  On August 14, 2024, the Securities and Exchange Commission (“SEC”) entered into a settlement order with Hilltop Securities Inc. (“Hilltop”) to settle an administrative action finding that Hilltop failed to (1) maintain and preserve off- channel communications related to Hilltop’s broker-dealer business, as well as related to recommendations made or proposed to be made and advice given or proposed to be given with respect to Hilltop’s investment advisory business; and (2) reasonably supervise its personnel with a view to preventing or detecting certain of its personnel’s aiding and abetting violations of certain provisions of the federal securities laws. Hilltop admitted to the facts in the settlement order, acknowledged its conduct violated the federal securities laws, and agreed to: (a) a cease-and-desist order, (b) a censure, (c) payment of a civil monetary penalty in the amount of $1,600,000, and (d) certain undertakings related to the retention of electronic communications. Related Items: https://www.sec.gov/litigation/admin/2019/ia-5393.pdf In June 2020, HTS reached a settlement with FINRA for failure to establish and implement an anti-money laundering (“AML”) compliance program that was reasonably designed to detect and report suspicious trading activity in low- priced securities. FINRA alleged that HTS failed to conduct reasonable reviews of low-priced securities activity for the purposes of determining if a Suspicious Activity Report should be filed. The same settlement agreement also applied to the Firm’s failure to submit required regulatory filings to the MSRB’s EMMA system and G-17 disclosure letters to issuers in connection with primary offerings of municipal securities. HTS agreed to a $475,000.00 fine ($375,000 for AML and $100,000 for the municipal offerings), censure and to retain an independent consultant to conduct a review of the reasonableness of its policies, systems and procedures related to the AML matter. In July 2021, HTS reached a settlement with the Securities and Exchange Commission for failing to reasonably supervise a registered representative in connection with retail order periods for negotiated new issue municipal bonds. Between January 2016 and April 2018, HTS personnel obtained bonds for trading inventory accounts by placing orders with a co-managing underwriter during the retail order period. The retail order period is designed to grant first priority to retail investors for new issue municipal bonds. By placing the orders in this manner, the senior managing underwriter was unaware that bonds were being purchased for trading inventory accounts. HTS agreed to a $85,000.00 civil penalty, $206,606 disgorgement, $48,587 prejudgment interest, a censure and cease and desist injunction. In August 2023, Momentum Independent Network Inc., an affiliate of Hilltop Securities Inc., was issued a $2500 civil fine by the State of Maine for failing to perform a required onsite inspection for one (1) Branch Office location. Other Financial Industry Activities and Affiliations Hilltop Securities (HTS) is a wholly owned subsidiary of Hilltop Securities Holdings LLC, a Delaware limited liability company. Hilltop Securities Holdings LLC is a wholly owned subsidiary of Hilltop Holdings Inc. (“HTH”), a Dallas- based financial holding company. Through Hilltop’s wholly owned subsidiary, PlainsCapital Corporation, a regional commercial banking franchise, it has two operating subsidiaries: PrimeLending and PlainsCapital Bank (“PCB”), including its subsidiary PlainsCapital Securities, LLC. HTS provides a full complement of securities brokerage, institutional and investment banking services in addition to clearing services and retail financial advisory. Hilltop also has other wholly owned direct and indirect subsidiaries which are not material to the advisory business of HTS. Affiliates of HTS that are material to HTS’s advisory business include: • Momentum Independent Network Inc. (MIN), a dually registered Broker-Dealer and Registered Investment Adviser • Hilltop Securities Asset Management, LLC, a Registered Investment Advisor • Hilltop Securities Insurance Agency, Inc., a licensed insurance agency HTS, through its affiliation with Hilltop Securities Insurance Agency (“HSIA”), will earn commission-based compensation for selling insurance type products, such as life, disability, long term-care insurance, and fixed and variable annuities. In addition, some IARs also are licensed and operate as insurance agents and receive commission- based compensation for the sale of these types of products. Insurance commissions earned by IARs from the sale of these products are separate and in addition to HTS’s advisory fees. Therefore, the sale of insurance and annuity products presents a conflict of interest because IARs who are also insurance agents have an incentive to recommend insurance 25 | P a g e  and annuity products to the Client for the purpose of generating commissions. The Client is under no obligation to purchase products or services recommended by HTS or IARs of HTS in connection with any advisory service that HTS offers. HTS also has arrangements with MIN which are material to its advisory business. HTS and MIN are affiliated due to their common ownership by HTH. HTS is the sponsor of the MIN Advisory Programs through a co- advisory arrangement. For all Programs sponsored by MIN, HTS retains a portion of the Program fee for performing administrative services (such as reporting, record keeping, and fee billing administration). The portion of the Program fee retained by HTS generally ranges from 0.10% to 0.35% (annual rate) of the Account Value of each Program. Registration as a Broker-Dealer HTS, a full-service broker-dealer and Investment Adviser, provides fully disclosed securities clearing, securities brokerage and investment banking. As a registered broker-dealer, HTS is a member of Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). As an introducing broker, HTS engages in retail securities transactions for investment advisory and non-investment advisory Clients, along with certain other activities normally associated with a broker-dealer. In this capacity, HTS receives certain fees and commissions, including a share of commissions for effecting Client transactions. Any such fees are separate to the advisory fees a client pays HTS for the provision of investment advisory services. IARs are also associated with HTS as registered representatives. IARs are permitted to recommend the purchase of securities offered by HTS as a securities broker-dealer. If a client purchases these products through these individuals as registered representatives in regular brokerage accounts, they will receive normal commissions, including 12b-1 fees for the sale of investment company products, which are separate to the advisory fees the Client pays. As such, IARs have incentive to sell the Client commissionable products in addition to providing them with advisory services when such commissionable products may not be suitable. Therefore, a conflict of interest exists between their interests and the Clients’ interests. While HTS’s securities sales are reviewed for suitability by an appointed supervisor, the Client should be aware of the incentives HTS has to sell certain securities products, and the Client is encouraged to ask HTS about any existing or potential conflict of interest. Please be aware that the Client is under no obligation to purchase products or services recommended by HTS or IARs of HTS in connection with providing the Client with any advisory service that is offered. The Client may obtain information about their IAR, their licenses, educational background, employment history, and if they have had any disciplinary issues or received serious complaints from investors through the FINRA BrokerCheck service available from FINRA at http://www.finra.org, or from the Securities and Exchange Commission at www.adviserinfo.sec.gov. In addition, some of HTS’s IARs hold educational credentials, such as the Certified Financial PlannerTM (CFP®) designation. Holding a professional designation typically indicates that the IAR has completed certain courses or continuing education. However, an IAR's professional designation does not change the obligations of HTS or the IAR in providing investment advisory or brokerage services to Clients. Registration as an NFA Introducing Broker-Dealer HTS is registered as an introducing broker and is member of the National Futures Association (“NFA”), which is the self-regulatory organization for the U.S. futures industry. Client Referral and Other Compensation HTS pays referral fees to persons for referring advisory business to HTS pursuant to Rule 206 (4)-3 of the Investment Advisers Act. Such fees are only paid to persons with whom HTS has entered into formal referral agreements. HTS also requires that a referral fee disclosure statement be given to Clients (or prospective Clients) that discloses, among other things, the amount of fee to be paid to the referring person and the fact that the payment of such referral fees has not increased the amount of the total advisory fee that a client (or prospective Client) will pay. Marketing Support from Product Sponsors HTS has agreements with certain mutual fund families, Alternative Investment Fund sponsors, structured products issuers, insurance companies, Investment Managers, ETF sponsors, UIT sponsors, unaffiliated third-party platform providers and Turnkey Asset Management Program providers whose products are available on the firm’s platform who 26 | P a g e  may contribute funds to support our IAR education Programs. These contributions are used to subsidize the cost of training seminars HTS offers to IARs through specialized firm-wide Programs and regional training forums. These training forums are designed to provide training and education of IARs, Field Leadership, Supervisors, and other personnel who solicit or support the business listed in this brochure. These contributions also subsidize a significant portion of the costs incurred to support the IAR, IAR and Client education, and product marketing efforts conducted regionally and nationally by product specialists employed by HTS. The training events can, and often, include a non- training element to the event such as business entertainment. Not all vendors contribute to HTS’S education efforts. Neither contribution towards these training and educational expenses, or lack thereof, is considered as a factor in analyzing or determining whether a vendor should be included or should remain in our Programs or our platform. Contributions can vary by a vendor and event. In some instances, the contributions per vendor are significant. Some vendors may decide to contribute at levels different than those requested by HTS. Additional contributions may be made by certain vendors in connection with specialized events or education or training forums. The HTS IAR does not receive a portion of these payments. However, their attendance and participation in these events, as well as the increased exposure to vendors who sponsor the events, tends to lead IARs to recommend the products and services of the vendors as compared to those who do not. Non-Cash Compensation HTS and our IARs receive non-cash compensation from these vendors in the following ways: • Sponsorship of educational events the IAR conducts for Clients and prospective Clients. • Contributions made at the firm level towards educational Programs for IARs. These contributions are significant and while the IARs do not receive a portion of the payment, a conflict arises in that the IARs participation in the educational events are exposed to vendors who sponsor the events and tend to lead the IARs to recommend the products and services of these vendors. • Various forms of marketing support and development of tools used by HTS and its IARs for training, practice management and record-keeping purposes. • Occasional gifts up to $100 per vendor per year. • Occasional meals, tickets, or other entertainment of reasonable and customary value. The thresholds and limits for gifts and entertainment are designed to mitigate conflicts related to recommending the products of the providers of such gifts, meals, or entertainment. The receipt of the cash and non-cash compensation from sources other than clients and the differences in the way HTS compensates IARs for products offered, create an incentive for IARs to recommend certain products and account types over others. Conflicts of interest are addressed by maintaining policies and procedures requiring the IARs act in the Client’s best interest, reasonably supervising their activities and by disclosing these conflicts to Clients so that Clients can make an informed decision. Brokerage Practices – Best Execution HTS renders investment advice to its clients on a non-discretionary basis, pursuant to Client’s advisory agreement. If HTS provides trade execution services for a Client’s Program account, HTS will generally act as agent. The Alternative Investment Fund Managers will direct all trades for their fund to the broker-dealers of their choice and HTS will not be executing the trades for the Alternative Investment Funds. Much like a bond, Structured Products are purchased at an offering price and HTS with no mark up or commission in the Program by HTS. The trades will generally be done on an agency basis. Payment for Order Flow HTS may receive remuneration in return for directing some customer orders for execution to particular exchanges or market centers. This remuneration, known as payment for order flow, is considered compensation to HTS and may include non-cash items such as reciprocal arrangements, discounts, rebates or reductions or credits against fees that would otherwise be payable in full by the Client’s Financial Professional. This arrangement creates a conflict of interest for HTS to route orders to certain exchanges or market centers in exchange for such compensation. Order routing statistics required under SEC rules are available on HTS’s website at https://www.hilltopsecurities.com/hilltop-securities-inc-disclosures/order-routing-disclosure/. 27 | P a g e  Order Aggregation & Block Orders In order to seek a more advantageous net price, it is HTS’s practice to aggregate, when feasible, orders for purchase or sale of a particular security for accounts of several Program Clients for execution as a single transaction. Any benefit to such aggregation generally is allocated pro-rata among the Client accounts that participated in the aggregated transaction. Code of Ethics HTS has adopted a Code of Ethics that governs a number of potential conflicts of interest HTS has when providing HTS’s advisory services to the Client. HTS’s Code of Ethics is designed to ensure that HTS meets the fiduciary obligations to the Client and to foster a culture of compliance throughout HTS. HTS’s Code of Ethics is comprehensive and is designed to help HTS detect and prevent violations of securities laws and to help ensure that HTS keeps the Clients’ interests first at all times. HTS distributes the Code of Ethics to each supervised person at HTS at the time of their initial affiliation with HTS; HTS makes sure it remains available to each supervised person for as long as they remain associated with HTS; and HTS ensures that updates to the Code of Ethics are communicated to each supervised person as changes are made. HTS’s Code of Ethics asserts that all supervised persons have a fiduciary responsibility to Clients, and they must always adhere to federal securities laws. The Code also covers Client confidentiality, gifts, undue influence in personal securities transactions and use of Client or company assets to benefit one personally. Additionally, the Code mandates monitoring, review, reporting and sanctions for violations of the Code of Ethics. HTS will provide a copy of the Code of Ethics to any Client or prospective Client upon request. Personal Trading HTS and its officers, directors, employees, and affiliates can buy or sell securities for themselves that they also recommend to Clients. HTS receives duplicate confirmations for all trades conducted by HTS personnel and reviews them for potential conflicts of interests. Restrictions on Executing Trades HTS, as a broker-dealer, can act as an agent or, where permitted by law, or principal (including instances wherein HTS is an underwriter or selling group member). Even though HTS is permitted by contract or by law to do so, as a matter of policy, HTS generally does not execute principal trades in the advisory Programs. Although in some instances, HTS can provide a more favorable market price to the Client if HTS participates in principal trade or an agency cross transaction with Client accounts, HTS does so only when consistent with HTS’s obligations to seek best execution, due to regulatory requirements, when executing such transactions. Therefore, the Client will not have access to new issues or syndicate offerings in these accounts. The Client may make such purchases in a retail brokerage account, and they should be aware that they will be subject to the customary fees and compensations charged in such accounts. Custody HTS shall facilitate the maintenance and custody of the Structured Products for the Program Account, including holding securities in nominee name and crediting interest and dividends received on said securities to Client’s Account and producing a statement at least quarterly for Client detailing account assets and summarizing receipts and disbursements of investments, interest and dividends received and account gain or loss for the total account. HTS will provide Client with prompt confirmation of securities transactions affected with respect to Client’s Program account. In general, each Alternative Investment Funds Investment Manager is responsible for selecting a Broker or Brokers for the Portion of the Fund’s assets under its management. If the Fund’s assets are directly invested in Financial Instruments, the Fund will select appropriate Brokers to (i) act as qualified custodian for such financial Instruments and (ii) buy and sell the Financial Instruments for the Fund. Financial Instruments (including subscription proceeds and cash awaiting investments) held by such Brokers will be maintained in custodial account in the name of the Fund. For additional information relating to the selection of Custodial Brokers by the Investment Managers, please refer to the Fund offering documents. 28 | P a g e  Client will individually own Client’s Program Account(s) and every security and asset therein custodied with HTS. Nothing contained herein shall restrict Client’s right to withdraw (in whole or in part) securities in Client’s Program Account(s) for the purpose of the hypothecation or pledging of securities in Client’s program Account(s). Any withdrawal of securities in Client’s program Account(s) will be affected only upon written notice thereof by Client to HTS. Investment Policy Statements HTS or its Adviser’s will not monitor for compliance nor approve investment policy statements when provided in association with an account in one or more of the listed Advisory Programs described in this brochure. HTS does not provide Investment Policy Statements. HTS will not be responsible for the ongoing monitoring of the Clients investment policy statement and the assets allocation detailed within the statement. This is the responsibility of the Client, and the Client should consult with the legal and tax advisors for matters regarding the investment policy statement. Financial Information HTS has not been the subject of a bankruptcy petition at any time in its existence. Under no circumstances will HTS debit fees more than six months in advance of services rendered. 29 | P a g e