HOLDERNESS INVESTMENTS CO

2102 N. Elm Street, Suite C Greensboro, North Carolina 27408 (336) 574-1400 - fax (336) 574-1441 Toll Free (888) 541-1400 www.holdernessinvestments.com Part 2A of Form ADV The Brochure Updated: March 26, 2025 This brochure provides information about the qualifications and business practices of Holderness Investments Company (Holderness). If you have any questions about the contents of this brochure, please contact us at (336) 574-1400. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Holderness Investments Company is also available on the SEC’s website at: www.adviserinfo.sec.gov. holdernessinvestments.com 1 79719798;3  Item 2: Statement of Material Changes to Form ADV Our most recent update to Part 2A of Form ADV was made March 25, 2024. This update contains the following material changes since the last annual update:     Item 4 – included disclosure regarding Holderness’s use of separate account managers; Item 5 – added detail regarding portfolio management fees and added disclosures regarding separate account manager fees; Item 8 – added detail regarding the strategies utilized by Holderness; and Item 17 – updated disclosures regarding Holderness’s proxy voting policies and procedures based upon its engagement of a third party service provider, Egan-Jones, to vote client proxies on its behalf. A copy of Holderness’s complete Form ADV Brochure and Brochure Supplement is available without charge by contacting Holderness at (336) 574-1400 or at our website www.holdernessinvestments.com. Additional information about Holderness is also available on the SEC’s website at: www.adviserinfo.sec.gov. holdernessinvestments.com 2 79719798;3  Item 3: Table of Contents Item 2: Statement of Material Changes to Form ADV ......................................................................2 Item 3: Table of Contents ..................................................................................................................3 Item 4: Advisory Business .................................................................................................................4 Item 5: Fees and Compensation .........................................................................................................4 Item 6: Performance Based Fees and Side-by-Side Management .....................................................5 Item 7: Types of Clients .....................................................................................................................5 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss .............................................5 Item 9: Disciplinary Information .......................................................................................................8 Item 10: Other Financial Industry Activities and Affiliations ...........................................................8 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ......8 Item 12: Brokerage Practices .............................................................................................................9 Item 13: Review of Accounts ..........................................................................................................11 Item 14: Client Referrals and Other Compensation .........................................................................11 Item 15: Custody ..............................................................................................................................11 Item 16: Investment Discretion ........................................................................................................12 Item 17: Voting Client Securities ....................................................................................................12 Item 18: Financial Information ........................................................................................................13 holdernessinvestments.com 3 79719798;3  Item 4: Advisory Business General Information Holderness Investments Company, a North Carolina corporation, was founded in 1995. Advisory Services Portfolio Management Services Holderness primarily provides customized investment management services to high-net-worth individuals and associated trusts, estates, pension, profit- sharing plans, and other legal entities, (each a “Client” and collectively the “Clients”). Holderness generally invests Client assets in domestic and international stocks, bonds, mutual funds, and exchange-traded funds (“ETFs”). Holderness works with each Client to establish an appropriate Investment Profile. Holderness will work with each Client to document their respective Investment Profile, including:  A description of the Client’s situation, risk profile, and objectives  Explanation of the investment strategy that will be pursued; and  Documenting any guidelines and/or restrictions. Separate Account Managers In accordance with the Client’s Investment Profile, Holderness expects to utilize one or more separate account managers (each, a “Manager”) to manage all or a portion of a client’s portfolio. Having access to various Managers offers a wide variety of manager styles and offers clients the opportunity to utilize more than one Manager if necessary to meet the needs and investment objectives of the client. Holderness will select the Manager(s) it deems most appropriate for the client. Factors that Holderness considers in selecting Managers generally includes the client’s stated investment objective(s), management style, performance, risk level, reputation, financial strength, reporting, pricing, and research. The Manager(s) will generally be granted discretionary trading authority to provide investment advisory services for the portfolio. Under most circumstances, Holderness retains the authority to terminate the Manager’s relationship or to add new Managers without specific client consent. In any case, with respect to assets managed by a Manager, Holderness’s role will be to monitor the overall financial situation of the client, to monitor the investment approach and performance of the Manager(s), and to assist the client in understanding the investments of the portfolio. Principal Owners Holderness is owned by Richard Holderness and Kim Cummings Eder. Type and Value of Assets Currently Managed As of December 31, 2024, Holderness managed approximately $596,687,569 on a discretionary basis and approximately $24,350,786 on a non-discretionary basis. Item 5: Fees and Compensation Portfolio Management Fees Portfolio management fees are individually negotiated with each client, are based on a percentage of assets under management, and are generally subject to a maximum fee of one percent (1%), depending on the level of engagement. The specific advisory fees will be identified in the investment advisory agreement between the client and Holderness. Holderness may, in its discretion, make exceptions to the foregoing or negotiate special fee arrangements where Holderness deems it appropriate under the circumstances. Holderness charges fees quarterly in arrears based on the average daily value of the account during the prior calendar quarter. The account value upon which the fee is based will include the current fair market value of all your investments managed by Holderness. These may include mutual funds, ETFs, fixed annuity accounts, stocks, bonds, and other securities as noted above in the Advisory Business section. If management begins after the start of a quarter, fees will be prorated accordingly. Fees are normally debited directly from client account(s), unless other arrangements are made. Either Holderness or the client may terminate their investment advisory agreement at any time, subject to any written notice requirements in the investment advisory agreement. In the event of termination, any paid but unearned fees will be promptly refunded to the client based on the number of days that the account was managed, and any fees due to Holderness from the client will be invoiced or deducted from the client’s account. holdernessinvestments.com 4 79719798;3  In addition to the portfolio management fee, clients will incur brokerage and other transaction costs and certain expenses, which include internal fees and expenses charged by mutual funds, ETFs, or other investment pools to their shareholders (generally including a management fee and fund expenses, as described in each fund’s prospectus or offering materials), mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from the custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. The client should review all fees charged by funds, brokers, Holderness and others to fully understand the total amount of fees paid by the client for investment and financial-related services. Separate Account Manager Fees Holderness may utilize one or more Managers in its discretion. When one or more Managers are utilized, the Manager(s)’ fees generally will be separate from and in addition to the fees charged by Holderness. Such fees will be disclosed to the client from time to time. Item 6: Performance Based Fees and Side-by-Side Management Holderness does not charge any performance fees, and as a result, Holderness does not have any associated conflicts of interests that generally accompany these types of arrangements. Item 7: Types of Clients Holderness primarily provides customized investment management services to high-net-worth individuals and associated trusts, estates, pension and profit-sharing plans, and other legal entities. Holderness’s minimum account size is generally $1,000,000, but this amount is negotiable. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis The Holderness Investment Team works to conduct fundamental analysis on all investments recommended for Client accounts. This analysis varies depending on the investment in question. Our investment selection process is rooted in an in-depth bottom-up company analysis while acknowledging our consensus macroeconomic outlook. Our Investment Team utilizes multiple tools to screen for investment ideas and ongoing company analysis. For stocks and bonds, the analysis generally includes a review of:  The issuer’s management;  The amount and volatility of past profits or losses;  The issuer’s assets and liabilities, as well as any material changes from historical norms;  Prospects for the issuer’s industry, as well as the issuer’s competitive position within that industry; and  Any other factors considered relevant. For mutual funds and ETFs, the analysis generally includes a review of:  The fund’s management team;  The fund’s historical risk and return characteristics;  The fund’s exposure to sectors and individual issuers;  The fund’s fee structure; and  Any other factors considered relevant. The Holderness Investment Team meets periodically to discuss investment ideas, economic developments, current events, investment strategies, and Client holdings. The Investment Team consists of Richard Holderness, the Chief Investment Officer, Kim Cummings Eder, Ken Shahbaz, and Sheila Falls. Investments are evaluated independently, as well as in the context of Clients’ existing holdings and sector exposures. holdernessinvestments.com Holderness primarily invests for relatively long-term horizons, generally two years or more. However, market developments, Client needs and other circumstances could cause Holderness to sell securities more quickly. 5 79719798;3  Depending on a Client’s investment objectives, Holderness may recommend warrants, commercial paper, certificates of deposit, interests in partnerships, commodities, buying or writing of options, or purchasing fixed or variable annuities. All investing involves a risk of loss. Investment Strategies Custom Portfolio Management Since our founding, we have specialized in custom portfolio management. The process begins with an evaluation of each Client’s goals and risk profile. Normally, Holderness maintains discretionary trading authority over the account and makes buy/sell decisions based on our research conclusions. Holderness can customize these investments based on a Client’s specific requests (e.g., investing in a specific sector/stock). Client service is handled by the Holderness team, and we can cater to unique client needs through cash management or trading services. Clients are scheduled for periodic reviews of their performance and investment goals and may call our office at any time to discuss their accounts. Holderness will also maintain non-discretionary accounts for Clients under this solution if they have existing investments they would like to hold. Holderness Model Strategies Depending on client needs and requests, Holderness offers certain actively managed model strategies designed to utilize a strategic and diversified mix of asset classes to establish a core portfolio. This solution is thematic and derived from Holderness’s macroeconomic outlook. Client portfolios utilizing such models are constructed in response to Holderness’s overall market viewpoint, so that the allocation may take advantage of opportunities within various asset classes. The model strategies are described in more detail below. Portfolio rebalancing will be conducted as needed to maintain target allocations. Each of the four model strategies generally utilizes ETFs.  Equity Model generally will own ETFs that provide exposure to a broad mix of stocks with an overall asset allocation that is primarily equity and seeks broad diversification across most major economic sectors, and at times including non-US equities.  Growth Model generally will own ETFs that very closely resemble the holdings within the equity model, in addition to an allocation to fixed income ETFs and cash or cash equivalents.  Balanced Model will typically have broad diversification between equities, fixed income and cash or cash equivalents, often with a heavier focus on equities. This portfolio resembles a traditional 60/40 mix with adjustments based on market conditions. The portfolio typically utilizes ETFs seen in the Equity and Growth models, with an increased allocation to the fixed income ETFs and cash or cash equivalents.  Conservative Model places a heavier emphasis on capital preservation through the higher inclusion of fixed income ETFs, cash and cash equivalents while minimizing the equity allocation to minimize portfolio volatility. Clients that indicate a very low risk tolerance will likely utilize the Conservative strategy. Risk of Loss - General All investing involves a risk of loss and the investment strategy offered by Holderness could lose money over short or even long periods of time. Performance could be negatively impacted by several different market risks including, but not limited to, that portfolio management techniques used by Holderness may not produce the desired results. This could cause accounts to decline in value. In addition, Holderness may rely on information that turns out to be erroneous. Holderness selects investments based, in part, on information provided by issuers to regulators or made directly available to Holderness by the issuers or other sources. Holderness is not always able to confirm the completeness or accuracy of such information, and in some cases, complete and accurate information is not available. Incorrect or incomplete information increases risk and may result in losses.  Potential Risks of Investing in Stocks, Mutual Funds, ETFs and Bonds: Stock Market Risk - Stock market risk is the possibility that stock prices overall will decline over short or extended periods. Investing in small- and medium-sized companies involves greater risk and more price volatility than is customarily associated with more established companies. Stocks of such companies may be subject to more volatility in price than larger company securities. holdernessinvestments.com Foreign Securities Risk - Foreign securities are subject to the same market risks as U.S. securities, such as general economic conditions and company and industry prospects. However, foreign securities involve the additional risk of loss due to political, economic, legal, regulatory, and operational uncertainties; differing accounting and financial reporting standards; limited availability of information; currency conversion; and pricing factors affecting investment in the securities of foreign businesses or governments. 6 79719798;3  Interest Rate Risk - Bonds also experience market risk because of changes in interest rates. The general rule is that if interest rates rise, bond prices will fall. The reverse is also true: if interest rates fall, bond prices will generally rise. A bond with a longer maturity (or a bond fund with a longer average maturity) will typically fluctuate more in price than a shorter- term bond. Because of their very short-term nature, money market instruments carry less interest rate risk. Credit Risk - Bonds and bond mutual funds are also exposed to credit risk, which is the possibility that the issuer of a bond will default on its obligation to pay interest and/or principal. U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Government, have limited credit risk, while securities issued or guaranteed by U.S. Government agencies or government-sponsored enterprises that are not backed by the full faith and credit of the U.S. Government may be subject to varying degrees of credit risk. Corporate bonds rated BBB or above by Standard & Poor's are generally considered to carry moderate credit risk. Corporate bonds rated lower than BBB are considered to have significant credit risk. Of course, bonds with lower credit ratings generally pay a higher level of income to clients. Liquidity Risk - Liquidity risk exists when a particular security is difficult to trade. A mutual fund’s investment in illiquid securities may reduce the returns of the mutual fund because the mutual fund may not be able to sell the assets at the time desired for an acceptable price or might not be able to sell the assets at all. Call Risk - Many fixed income securities have a provision allowing the issuer to repay the debt early, otherwise known as a "call feature." Issuers often exercise this right when interest rates are low. Accordingly, holders of such callable securities may not benefit fully from the increase in value that other fixed income securities experience when rates decline. Furthermore, after a callable security is repaid early, a mutual fund would reinvest the proceeds of the payoff at current interest rates, which would likely be lower than those paid on the security that was called. Objective/Style Risk - All mutual funds are subject, in varying degrees, to objective/style risk, which is the possibility that returns from a specific type of security in which a mutual fund invests will trail the returns of the overall market. U.S. Government Agency Securities Risk - Securities issued by U.S. Government agencies or government-sponsored entities may not be guaranteed by the U.S. Treasury. If a government-sponsored entity is unable to meet its obligations, the securities of the entity will be adversely impacted. ETF Risk - Clients may invest in ETFs which may, in turn, invest in equities, bonds, and other financial vehicles. ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Clients could invest in an ETF to gain exposure to a portion of the U.S. or foreign market. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral, and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF's underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Conflict in Ukraine - Russia launched a large-scale invasion of Ukraine in February 2022. The extent and duration of the military action, the possibility of the conflict expanding beyond Ukraine and Russia and resulting sanctions and other economic and political measures and future market disruptions in the region and worldwide are impossible to predict but could be significant and have a severe adverse effect on the region and collateral effects globally, including significant negative impacts on the global economy.  Potential Risks related to Cybersecurity: Holderness and its service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. A cybersecurity breach could expose both Holderness and its Clients to substantial costs (including, without limitation, those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, the dissemination of confidential and proprietary information and reputational damage), civil liability as well as regulatory inquiry and/or action. While Holderness has established a business continuity plan in the event of, and risk management strategies, systems, policies and procedures to seek to prevent, cybersecurity breaches, there are inherent limitations in such plans, strategies, systems, policies and procedures including the possibility that certain risks have not been identified. holdernessinvestments.com 7 79719798;3   Potential Risks Related to Business, Terrorism and Catastrophes. Clients will be subject to the risk of loss arising from exposure that may incur, indirectly, due to the occurrence of various events, including hurricanes, earthquakes, and other natural disasters, terrorism, and other catastrophic events such as a pandemic. These catastrophic risks of loss can be substantial and could have a material adverse effect on Holderness’s business and client portfolios including investments recommended by Holderness. Item 9: Disciplinary Information Holderness and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a Client’s evaluation of the company or its personnel. Item 10: Other Financial Industry Activities and Affiliations Holderness Asset Solutions, LLC, an affiliated entity, provides alternative insurance- based solutions for clients. The managing members of the LLC are Richard Holderness and Kim Cummings Eder. Our employees may be licensed as insurance agents for Holderness Asset Solutions, LLC. In this capacity, they can effect transactions in insurance products for clients and earn commissions for the affiliate in these activities. The fees Clients pay to Holderness for advisory services are separate and distinct from the commissions earned for insurance related activities. This presents a conflict of interest because Holderness may have an incentive to recommend insurance products for the purpose of generating commissions rather than solely based on Client needs. However, Clients are under no obligation, contractually or otherwise, to purchase insurance products through any person or entity affiliated with Holderness. Clients are advised that similar insurance services are available elsewhere. Intercarolina Financial Services, Inc. (Intercarolina) is a registered broker-dealer registered with FINRA and the SEC. As a broker- dealer, Intercarolina transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, and other investment products. Our employees may be registered representatives of Intercarolina and will receive commissions for selling investment products to clients. A conflict of interest exists since an employee has an incentive to recommend products that pay commissions. Holderness does not engage in accounting and tax services to clients. However, certain Holderness representatives, in their individual capacities, may be licensed Certified Public Accountants, and may provide accounting and tax services. Clients can engage these representatives to provide accounting and tax services. Any activity by your investment adviser representative as a Certified Public Accountant or in providing accounting and tax services is separate and distinct and outside of his or her role with Holderness. You should understand that Holderness does not review, approve nor supervise your investment adviser’s representative’s recommendations as a Certified Public Accountant. Other than the conflicts mentioned above, Holderness and its employees do not have any other relationships or arrangements with other financial services companies that pose material conflicts of interest. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Holderness has adopted a written code of ethics that is applicable to all employees. Among other things, the code requires Holderness and its employees to: act in clients’ best interests abide by all applicable regulations avoid even the appearance of insider trading pre-clear and report on many types of personal securities transactions     Holderness’s restrictions on personal securities trading apply to employees, as well as employees’ family members living in the same household. A copy of Holderness’s code of ethics is available upon request. holdernessinvestments.com Holderness does expect that, in the normal course of investment advising, certain securities would be bought or sold for itself, as well as by employees, that will also be recommended for Clients. Holderness has implemented an internal policy to monitor personal trading of its employees to mitigate potential conflicts of interests. The policy includes such controls as required pre-clearance of trades, and quarterly reporting of securities transactions by employees. Employees are permitted to trade the same securities on the same day as clients only when the employees participate in an aggregated or “block” trade with clients and receive the same average price. In any situation where a transaction is partially filled, no employee will receive an allocation from the block transaction until all clients have fully participated to their desired allocation. In addition, certain personal trades must be pre-cleared by Richard Holderness prior to execution. 8 79719798;3  Under certain circumstances an employee might invest in a security that is not considered suitable for client accounts because of size, liquidity, or other factors. A change in these factors could result in the security becoming more suitable for Clients, but Mr. Holderness, President, might not allow the security to be purchased for Client accounts to avoid even the appearance of employees trading ahead of clients. In the company’s experience, it is rare for an employee’s personal trading to limit Clients’ investment opportunities, but such a situation may arise from time to time. In the normal course of business, managers, members and/or associated persons of Holderness may provide gifts and gratuities to various clients and other persons. These gifts, gratuities and contributions are not premised upon any specific client referrals or any expectation of any other type of benefit to Holderness. Item 12: Brokerage Practices Generally, Holderness recommends Clients to establish brokerage accounts with Charles Schwab & Co., Inc. (“Schwab”) a FINRA- registered broker-dealer, members SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. We consider a wide range of factors in deciding which broker/custodian to recommend, including:        combination of transaction execution services along with asset custody services (generally without a separate fee for custody) capability to execute, clear and settle trades (buy and sell securities for your account) capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, etc.) breadth of investment products made available (mutual funds, ETFs, etc.) availability of investment research and tools that assist us in making investment decisions quality of services competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them reputation, financial strength and stability of Schwab   Schwab’s prior service to us and our other clients  availability of other products and services that benefit us, as discussed below (see Products and Services Available to Holderness from Schwab below) Products and Services Provided by Schwab Schwab Advisor Services™ serves independent investment advisory firms like Holderness. Schwab provides Holderness and its clients with access to its institutional brokerage - trading, custody, reporting, and related services—many of which are not typically available to retail customers. Schwab also makes available various support services. Some of those services help Holderness manage or administer Clients’ accounts, while others help Holderness manage and grow its business. Following is a more detailed description of Schwab’s support services: Services that Benefit Clients Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which Holderness might not otherwise have access to, or that would require a significantly higher minimum initial investment by Holderness’s Clients. Services that May Not Directly Benefit Clients Schwab also makes available other products and services that benefit Holderness but may not directly benefit Clients. These products and services assist Holderness in managing and administering Client accounts. Schwab includes investment research, including that of third parties, which Holderness may use to service all or a substantial number of its clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also purchases, reimburses, or makes available benefits, software, and other technology that:  Provide access to client account data (such as duplicate trade confirmations and account statements)  Facilitate trade execution and allocate aggregated trade orders for multiple client accounts  Provide pricing and other market data  Facilitate payment of Holderness’s fees from Holderness’s clients’ accounts  Assist with back-office functions, recordkeeping, and client reporting Services that Generally Benefit Only Holderness holdernessinvestments.com Schwab also offers other services intended to help Holderness manage and further develop its business enterprise. These services include: 9 79719798;3   Educational conferences and events  Consulting on technology, compliance, legal, and business needs  Publications and conferences on practice management and business succession  Access to employee benefits providers, human capital consultants, and insurance providers  Marketing consulting and support Schwab may provide some of these services themselves. In other cases, they will arrange for third-party vendors to provide the services to Holderness. Schwab may also discount or waive their fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide Holderness with other benefits, such as occasional business entertainment of Holderness personnel. Holderness’s Interest in Schwab’s Services The availability of these services from Schwab benefits Holderness as it does not have to produce or purchase them. Holderness does not have to pay for Schwab’s services, and these services are not contingent upon Holderness committing any specific amount of business to Schwab. These services are not soft dollar arrangements but are part of the institutional platforms offered by Schwab. The availability of Schwab services may give Holderness an incentive to recommend that clients maintain accounts with Schwab, based on Holderness’s interest in receiving Schwab’s services that benefit Holderness’s business rather than based on clients’ interests in receiving the best value in custody services and the most favorable execution of transactions. This is a potential conflict of interest. Holderness believes, however, that its recommendation of Schwab, when appropriate, as custodian and broker is in the best interests of clients. Holderness’s recommendation is primarily supported by the scope, quality, and price of Schwab’s services. Holderness does not believe that recommending clients to maintain assets at Schwab presents a material conflict of interest. The Selection of Trading Counterparties Holderness can typically trade accounts held at Schwab using other broker/dealers. However, clients are charged trade-away fees that Holderness believes may outweigh any benefits from trading stocks, mutual funds, or ETFs with other brokers. The availability and pricing of bonds varies more widely, so prior to placing a bond trade, Holderness may solicit bids from several dealers and then execute the trade with the dealer that offers sufficient liquidity and the most favorable pricing. For clients who elect to have their accounts held by firms other than Schwab, Holderness’s approach is generally to trade stocks, mutual funds, and ETFs with the chosen custodian, and to trade bonds with the dealer that offers sufficient liquidity and the most favorable pricing. Some clients’ accounts are relatively small, in which case the custodian may not allow Holderness to trade through other firms. Other clients may specifically request that their accounts only be traded through a particular broker/dealer. Holderness trades these accounts through the firm chosen by the client, which limits Holderness’s ability to seek best execution and prohibits the client from participating in block trades. Trading restrictions may result in materially higher trading costs and reduced returns. Directed Brokerage As noted above, Holderness generally recommends the establishment of brokerage accounts with Schwab to maintain custody of clients’ assets and to effect trades for their accounts. If you have instructed Holderness to execute any or all securities transactions for your account with or through one or more brokers, you represent and warrant that you have negotiated the terms and conditions (including, but not limited to, commission rates) relating to all services provided by such brokers and that you are satisfied with such terms and conditions. We shall not have any responsibility for obtaining for your account from any such broker the best prices or any particular commission rates for transactions with or through any such designated broker. You recognize that you may not obtain rates as low as it might otherwise obtain if we had discretion to select broker/dealers other than those you chose. You further agree that if we believe, in our exclusive discretion, that we cannot satisfy our fiduciary duty of best execution by executing a securities transaction for your account with a broker designated by you, we may execute that securities transaction with a different broker. You shall promptly inform Holderness in writing if you desire that we cease executing transactions with or through any such designated broker. Best Execution Reviews As a fiduciary, we seek to obtain best execution in all securities transactions. However, this does not mean that we will always obtain the best possible price or the lowest commission. On at least an annual basis Holderness’s Chief Compliance Officer and other senior executives evaluate the pricing and services offered by Schwab and other trading counterparties with those offered by other reputable firms. Holderness has sought to make a good-faith determination that Schwab and other chosen trading counterparties provide clients with good services at competitive prices. However, clients should be aware that this determination could have been influenced by Holderness’s receipt of products and services from Schwab. Historically Holderness has concluded that Schwab is as good as, or better holdernessinvestments.com 10 79719798;3  than, the other firms that have been considered. Holderness would notify its Clients if it were to determine that another firm offered better pricing and services than their current custodian. Aggregated Trades When transacting in the same security for more than one Client, Holderness may aggregate an order to ensure Clients receive the same price. By aggregating orders, it ensures that no Client is favored over other Clients. Specifically, each Client that participates in aggregated order will participate at the average share price for all transactions in that security. Securities are allocated in proportion to the size of the order placed for each account. In the event an order is partially filled, Holderness will allocate securities pro rata based on the original order. If a Client requests that their account be placed with a broker-dealer which does not also custody other accounts for Holderness, that client’s account will be unable to participate in aggregated trading and therefore will not receive the benefits of such trading. In certain instances, Holderness may execute over the counter securities transactions on an agency basis, which may result in advisory clients incurring two transaction costs for a single trade: a commission paid to the executing broker-dealer plus the market makers mark- up or mark-down. Client Referrals Holderness does not compensate Schwab or any other custodian or broker/dealer for referring client accounts. Item 13: Review of Accounts Accounts under Holderness’s management are monitored on an ongoing basis by the respective Investment Team member. The Investment Team members review each account in detail on at least an annual basis. The Investment Team members and the Chief Compliance Officer review reports that are designed to identify accounts that may deviate from their Investment Profiles. Reasons for deviations from a Client’s Investment Profile may, among other things, be due to additions/withdraws from their accounts or the performance of an investment (e.g., a particular asset class under or outperforms causing it to go above or below a guideline). Reviews of client accounts will also be triggered if a Client changes his or her investment objectives, or if the market, political, or economic environment changes materially. Subject to individual Client objectives and constraints, the Vision Tactical Strategy accounts will be monitored in accordance with the assigned model and rebalanced based on changes in the model allocation. Those change will be based our macroeconomic review, and fundamental analysis of the securities used in the models. When possible, account trades will be aggregated for rebalancing. Clients receive account statements directly from their chosen custodian on at least a quarterly basis. Holderness may supplement these custodial statements with reports provided during client meetings or as requested. Item 14: Client Referrals and Other Compensation Holderness has entered into a referral agreement with McMillion Capital Management, Inc. (“McMillion”), pursuant to which McMillion may refer prospective Clients to Holderness. If a referred Client enters into an advisory agreement with Holderness, McMillion is paid a cash referral fee of 1.5x the annualized advisory fee paid by such Client over a period of four years. The referral arrangement between McMillion and Holderness will not result in any charges to referred Clients that are above the normal level of advisory fees charged. At the time of a referral, a prospective Client will receive a copy of Holderness’ Brochure and McMillion’s compensation disclosure document. The referral agreement between Holderness and McMillion complies with Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Holderness has also entered into a referral arrangement with Shahbaz, Carothers & Company, PA Certified Public Accountants (“Shahbaz Carothers”), an accounting firm with which Ken Shahbaz, an investment adviser representative of Holderness, is affiliated. Pursuant to this arrangement, Shahbaz Carothers may refer potential clients to Holderness; however, Holderness does not pay compensation to Shahbaz Carothers for any such client referrals. Other than the above-described referral arrangements with McMillion and Shahbaz Carothers and the products and services that Holderness receives from Schwab, Holderness does not receive any other economic benefits from non-clients in connection with the provision of investment advice to clients. Item 15: Custody All Clients’ accounts are held in custody by unaffiliated broker/dealers or banks, but Holderness can access many clients’ accounts through its ability to debit advisory fees. For this reason, Holderness is considered to have custody of client assets. Account custodians holdernessinvestments.com 11 79719798;3  send statements directly to the account owners on at least a quarterly basis. Clients should carefully review these statements and should compare these statements to any account information provided by Holderness. Holderness is also considered to have custody because of standing letters of authorization (“SLOA”) in place from Clients that allow Holderness to direct the custodian to send client funds based on the SLOA. Advisers relying on SLOAs to make certain disbursements on behalf of a client may avoid obtaining a surprise asset verification if each such client provides written instructions to the custodian regarding specific transactions that the client authorizes the custodian to disburse upon request of Holderness and provides Holderness with written instructions that explicitly describe the specific transactions that the client authorizes Holderness to disburse. Further, the custodian must verify these instructions when executing each transaction and confirm these instructions at least annually. Holderness has no ability to change any routing information regarding such disbursements and the client can terminate such relationship at any time. Item 16: Investment Discretion Holderness has investment discretion over the majority of Client accounts. Clients grant Holderness trading discretion through Holderness’s Investment Management Agreement as well as an execution of a limited power of attorney included in the Schwab brokerage account application forms. Clients using our Custom Portfolio Management offering can place reasonable restrictions on Holderness’s investment discretion. For example, some clients have asked Holderness not to buy securities issued by companies in certain industries, or not to sell certain securities in which the client has a particularly low tax basis. If a client desires for Holderness to manage a non-discretionary account for them they will sign an alternate Non-Discretionary Investment Management Agreement detailing the limitations associated with a non-discretionary arrangement. Item 17: Voting Client Securities In accordance with its fiduciary duty to Clients and Rule 206(4)-6 under the Advisers Act, Holderness has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that Holderness receives will be handled in accordance with these policies and procedures. Holderness has engaged the services of a third party proxy voting firm, Egan-Jones Ratings Company (“Egan Jones”), to vote proxies on its behalf. Holderness will vote client proxies through Egan-Jones in the interest of maximizing shareholder value, in accordance with Egan-Jones’s Wealth Focused Policy (the “Wealth Focused Policy”). The Wealth Focused Policy seeks to protect and enhance the wealth of investors and does not prioritize environmental or social goals. Accordingly, Holderness, through Egan-Jones, will vote in a way that it believes, consistent with its fiduciary duty, is consistent with the overall objective of the Wealth Focused Policy, i.e., maximizing shareholder value. Unless otherwise approved in advance by the CCO, clients may not direct or provide specific proxy voting guidelines with respect to any particular proxy solicitation. All applicable conflicts of interest are described in Egan-Jones’s Policies and Procedures, which Holderness will provide to any client upon request. Holderness will review any conflicts of interest set forth in Egan-Jones’s Policies and Procedures in order to identify and address any conflicts that may arise. In the event that Holderness believes that, based on any changes to Egan-Jones’s Policies and Procedures, Egan-Jones is no longer capable or competent to cast proxy votes on behalf of Holderness, then Holderness will take prompt action to address such issues, including, but not limited to, terminating its engagement with Egan-Jones. A copy of Holderness’s proxy voting policies and procedures and proxy voting records from Egan-Jones is available upon written request.. Class Action Lawsuits Sometimes securities held in the accounts of clients will be the subject of class action lawsuits. Holderness has engaged Chicago Clearing Corporation ("CCC") to provide a comprehensive review of our clients’ possible claims to a settlement throughout the class action lawsuit process. CCC actively seeks out any open and eligible class action lawsuits. Additionally, CCC files, monitors and expedites the distribution of settlement proceeds in compliance with SEC guidelines on behalf of our clients. CCC's filing fee is contingent upon the successful completion and distribution of the settlement proceeds from a class action lawsuit. In recognition of CCC’s services, CCC typically receives 15% of our clients’ share of the settlement distributions; however, when distributions are for SEC fair fund distributions, CCC will not deduct its fees from such SEC fair fund distributions nor will it send an invoice for those fees, but CCC will later deduct its fees from other non-SEC fair fund distributions. holdernessinvestments.com When Holderness receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by clients, it will work to assist clients and Chicago Clearing Corporation in the gathering of required information and submission of claims. Clients are automatically included in this service but may Opt-Out by indicating as such in the Investment Advisory Agreement entered into with Holderness. If a Client Opts-Out, Holderness and CCC will not monitor class action filings for that Client. 12 79719798;3  Item 18: Financial Information Holderness has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. holdernessinvestments.com 13 79719798;3