Hs Management Partners, LLC

HS Management Partners, LLC Lever House, 390 Park Avenue, 5th Floor New York, N.Y. 10022 (212) 888-0060 www.hsmanage.com June 9, 2026 This Brochure (Form ADV Part 2A) provides informa(cid:415)on about the qualifica(cid:415)ons and business prac(cid:415)ces of HS Management Partners, LLC (referred to in this document as “HSM”). If you have any ques(cid:415)ons about the contents of this Brochure, please contact Pa(cid:427) Norton, Chief Compliance Officer of HSM, at (212) 888-0060. The informa(cid:415)on in this Brochure has not been approved or verified by the United States Securi(cid:415)es and Exchange Commission (“SEC”) or by any state securi(cid:415)es authority. HSM is an investment adviser registered with the SEC. Registra(cid:415)on of an investment adviser does not imply any certain level of skill or training. Addi(cid:415)onal informa(cid:415)on about HSM also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by our full name or by a unique iden(cid:415)fying number, known as a CRD number. The CRD number for HSM is 145480.  HS Management Partners, LLC Item 2 — Material Changes HS Management Partners, LLC’s last annual update to the Brochure was dated March 20, 2026. This current Brochure dated June 9, 2026, reflects our address change from 540 Madison Avenue 24th Floor, New York NY 10022 to Lever House 390 Park Avenue, 5th Floor, New York, NY 10022. Page 2 of 17  HS Management Partners, LLC Item 3 — Table of Contents Cover Page Item 2. Material Changes .................................................................................................................................................... 02 Item 3. Table of Contents .................................................................................................................................................... 03 Item 4. Advisory Business .................................................................................................................................................... 04 Item 5. Fees and Compensa(cid:415)on .......................................................................................................................................... 06 Item 6. Performance-Based Fees and Side-By-Side Management ...................................................................................... 07 Item 7. Types of Clients ....................................................................................................................................................... 08 Item 8. Methods of Analysis, Investment Strategy and Risk of Loss ................................................................................... 08 Item 9. Disciplinary Informa(cid:415)on .......................................................................................................................................... 11 Item 10. Other Financial Industry Ac(cid:415)vi(cid:415)es and Affilia(cid:415)ons ............................................................................................... 11 Item 11. Code of Ethics, Par(cid:415)cipa(cid:415)on or Interest in Client Transac(cid:415)ons, and Personal Trading ........................................ 11 Item 12. Brokerage Prac(cid:415)ces ............................................................................................................................................... 12 Item 13. Review of Accounts ............................................................................................................................................... 15 Item 14. Client Referrals and Other Compensa(cid:415)on ............................................................................................................ 15 Item 15. Custody .................................................................................................................................................................. 15 Item 16. Investment Discre(cid:415)on ........................................................................................................................................... 16 Item 17. Vo(cid:415)ng Client Securi(cid:415)es ......................................................................................................................................... 16 Item 18. Financial Informa(cid:415)on ............................................................................................................................................ 17 Page 3 of 17  HS Management Partners, LLC Item 4 — Advisory Business When we use “HS Management”, “HSM” or “Firm” or “we” or “us” or “our” in this Brochure, we are referring to HS Management Partners, LLC. Since 2007, our Firm, established by Harry Segalas, Founder & Chief Investment Officer, has been dedicated to a focused investment philosophy: building a concentrated por(cid:414)olio of high-convic(cid:415)on companies. This dedica(cid:415)on stems from our commitment to original, though(cid:414)ul research and rigorous focus on valua(cid:415)on. HSM is independently owned. Mr. Segalas is our principal owner and over (cid:415)me has broadened ownership to enable certain Firm employees with minority ownership interests. The Firm is not affiliated with any other en(cid:415)ty and does not have any parent or subsidiary. HSM is structured as a limited liability company governed under Delaware law and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (SEC registra(cid:415)on does not imply any certain level of skill or training). We provide investment advice with respect to the strategy named HSMP Concentrated Quality Growth Equity. This long-only investment strategy invests in equity securi(cid:415)es of publicly traded, domes(cid:415)c and foreign companies, in the form of domes(cid:415)c common stocks, foreign ordinary shares, and ADRs. We apply a focused, bo(cid:425)om-up, fundamentals- first approach to por(cid:414)olio management. Core to our approach is an emphasis on (1) the quality of the business and its fundamental basis, (2) the business’s underlying earnings/cash flow growth poten(cid:415)al, and (3) the stock valua(cid:415)on. We believe that ac(cid:415)ve management adds value, and we take an incremental approach to trading our discre(cid:415)onary client accounts. Provided our three investment principles are sa(cid:415)sfied, we do not set limits by industry or sector weigh(cid:415)ngs and our por(cid:414)olio can be significantly concentrated by sector and/or industry. Our process is benchmark agnos(cid:415)c, not index influenced, and we do not seek to mimic any market index. We provide advisory services primarily on a discre(cid:415)onary basis. Discre(cid:415)onary authoriza(cid:415)on allows us to determine the specific securi(cid:415)es and amount of the securi(cid:415)es to be purchased or sold on the client’s behalf without obtaining the client’s approval. We also have discre(cid:415)on over the broker dealer to be used for transac(cid:415)ons and discre(cid:415)on over the commission rates to be paid. Our clients may include but are not limited to high-net-worth individuals (including family offices), charitable organiza(cid:415)ons (including endowments and founda(cid:415)ons), ERISA plans, and unrelated/third-party funds. Our primary investment strategy is to build a concentrated por(cid:414)olio of generally 20 to 25 companies that we believe possess the characteris(cid:415)cs we value: a high-quality business with a sound fundamental basis; a posi(cid:415)ve, albeit reasonably a(cid:425)ainable, long-term, future earnings/cash flow growth poten(cid:415)al; and an a(cid:425)rac(cid:415)ve stock valua(cid:415)on. Absent client restric(cid:415)ons, we generally implement our investment strategy in client accounts through our standard investment por(cid:414)olio guidelines. Client por(cid:414)olios are invested primarily in domes(cid:415)c U.S. companies, many of which generate revenues from global sources. We also consider non-U.S. companies; however, foreign holdings generally represent less than 10% of the total por(cid:414)olio value. Por(cid:414)olio posi(cid:415)ons by company are typically capped at 8% of the total por(cid:414)olio value at the (cid:415)me of the investment decision without limit by industry or sector weigh(cid:415)ngs, and client accounts commonly have over 50% exposure to the consumer discre(cid:415)onary, consumer staples and/or technology sectors. We seek to be fully invested, and cash is typically limited to 5% of the total por(cid:414)olio value. Client accounts regularly have a less than 1% residual cash posi(cid:415)on a(cid:332)er a trading day. For clients that do not custody their assets at Charles Schwab, clients determine and direct the cash sweep op(cid:415)ons for their own accounts. In addi(cid:415)on to the HSMP Concentrated Quality Growth Equity strategy, on a case-by-case basis, at the client’s request, HSM works with clients to manage other investment types including yield-oriented equi(cid:415)es, fixed income securi(cid:415)es (including U.S Treasuries), and cash-equivalent instruments, at our sole discre(cid:415)on. Discre(cid:415)onary authority is maintained Page 4 of 17  HS Management Partners, LLC to enable HSM to purchase such assets in a (cid:415)mely manner. Investment considera(cid:415)ons drive por(cid:414)olio ac(cid:415)ons with the goal of minimizing dispersion across accounts over (cid:415)me. We manage taxable and non-taxable accounts and seek to invest our clients in the same names and in the same or similar percentage weights, however there can be minor dispersion between these account types. For taxable accounts we are tax-aware, making dis(cid:415)nc(cid:415)ons in our management of taxable accounts with tax considera(cid:415)ons kept in mind as we a(cid:425)empt to have more long-term gains than short-term gains and harvest losses when sensible. The holdings and performance of an account can deviate from our composite or from other client accounts. HSM considers, at our sole discre(cid:415)on, client requests for reasonable restric(cid:415)ons and investment guidelines on the management of their accounts. In cases where accepted client restric(cid:415)ons apply, Client accounts in ques(cid:415)on may or may not qualify for HSM Composite inclusion and restric(cid:415)ons on client accounts may impact the performance of their account compared to the HSM Composite. We advise clients as to the por(cid:415)on of their assets for which we have been given discre(cid:415)onary management. HS M does not provide financial planning services. Our clients, and as applicable, their consultants and other advisors, determine that the HSM strategy is appropriate for their circumstances. We do not take into considera(cid:415)on clients’ assets or investments beyond those assigned to our management. Further, we do not advise clients on their overall financial plan and do not provide tax advice. Clients, and their consultants or investment advisers, as applicable, should ul(cid:415)mately determine whether our investment approach is appropriate for a client’s overall asset alloca(cid:415)on, tax strategy, and financial outlook upon evalua(cid:415)ng our strategy and its implementa(cid:415)on, and the associated investment risks. HSM may also provide the strategy model por(cid:414)olio to third party wealth management pla(cid:414)orms at a nego(cid:415)ated fee. ERISA Recommenda(cid:415)ons When we provide investment advice to clients regarding their re(cid:415)rement plan account or individual re(cid:415)rement account, we are fiduciaries within the meaning of Title I of the Employee Re(cid:415)rement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing re(cid:415)rement accounts. The way we make money creates some conflicts with client interests, so we operate under a special rule that requires us to act in the client’s best interest and not put our interest ahead of clients. Under this special rule’s provisions, we must:  Meet a professional standard of care when making investment recommenda(cid:415)ons (give prudent advice);  Never put our financial interests ahead of clients when making recommenda(cid:415)ons (give loyal advice);  Avoid misleading statements about conflicts of interest, fees, and investments;  Follow policies and procedures designed to ensure that we give advice that is in the client’s best interest;  Charge no more than is reasonable for our services; and  Give clients basic informa(cid:415)on about conflicts of interest. We benefit financially from the accounts that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. HSM does not par(cid:415)cipate in, or offer, wrap fee programs. Page 5 of 17  HS Management Partners, LLC Assets As of December 31, 2025, HSM managed discre(cid:415)onary client’s assets in 58 accounts. As of December 31, 2025, we did not manage non-discre(cid:415)onary assets. Assets under Management—Discre(cid:415)onary $ 469,888,791 While clients should no(cid:415)fy us in advance, clients may deposit or withdraw assets from their accounts directly with their custodian at any (cid:415)me. Unless otherwise agreed, such requests should be provided in wri(cid:415)ng, for which we will respond in wri(cid:415)ng to acknowledge receipt. Considering client accounts tend to be fully invested with very low cash balances, clients should be mindful that unexpected withdrawals can bring unintended consequences such as an account overdra(cid:332). Unless we agree otherwise, when a client directs the account custodian to remove assets from the account without advanced no(cid:415)ce to us, the client is bound by account transac(cid:415)ons that were completed on or prior to our acknowledgment of receipt of the client’s wri(cid:425)en no(cid:415)ce. Cash raised from the client’s request becomes unsupervised assets in the account and should be withdrawn by the client as soon as prac(cid:415)cal. Item 5 — Fees and Compensa(cid:415)on We charge our clients an investment advisory fee based on an account’s assets under management. We do not charge performance-based advisory fees. Fees are billed and payable at the end of each quarter in arrears based on the market value of the assets managed by us on the last business day of the previous quarter, unless otherwise agreed with a client. We prorate our fees when account asset flows occur during the billing period. Accounts opened during the billing period are charged a prorated fee to reflect the number of days that the account was under our management. For terminated accounts, the fee for the final billing period is prorated through the effec(cid:415)ve date of termina(cid:415)on. We use a third-party valua(cid:415)on agent to provide us with market values which may differ from the custodian’s valua(cid:415)on. At our sole discre(cid:415)on, we consider accommoda(cid:415)ng clients who prefer a different method of calcula(cid:415)ng their account value. Clients should review their custodial statements against the informa(cid:415)on that we provide to them. Discre(cid:415)onary client accounts may have unsupervised assets in certain cases. Unsupervised assets are those for which we do not provide advisory services. We do not charge an advisory fee on unsupervised assets, nor include them in account performance repor(cid:415)ng. Investment Advisory Fees The following is our annualized fee schedule. We nego(cid:415)ate reduced fees at our discre(cid:415)on (for example an account with a larger ini(cid:415)al investment). We also aggregate related accounts to lower our advisory fee when applicable. $10 Million or Above Account Size Account’s Assets Under Management (AUM) Annual Percentage First $25 million 0.90% Next $25 million 0.70% Addi(cid:415)onal amounts over $50 million 0.50% Page 6 of 17  HS Management Partners, LLC Accounts Less Than $10 Million Account’s Assets Under Management (AUM) Annual Percentage/Fee AUM over $1 million 1.00% There is no minimum account size, and we reserve the right to accept or reject an account for any reason. The fees that we charge are specified in the agreement between us and each client. For those accounts where HSM manages other types of investments including cash, cash-like instruments, money market securi(cid:415)es and U.S. treasuries the fees on said securi(cid:415)es are charged at a nego(cid:415)ated rate. We do not charge advisory fees for the accounts of our employees, their spouses, and children. While we believe our standard fees are reasonable, similar advisory services provided by us may be available from other investment advisors for lower fees. Charging different fee rates gives us the incen(cid:415)ve to favor clients that pay us more in fees; we mi(cid:415)gate this conflict through our aggregated trading and alloca(cid:415)on prac(cid:415)ces (please refer to Item 12 Brokerage Prac(cid:415)ces for addi(cid:415)onal informa(cid:415)on regarding our trading prac(cid:415)ces). Clients can elect to either receive our fee invoice for payment upon receipt or authorize us to directly instruct their custodian to pay our fees (direct debit). When a client authorizes direct debit, we send the client’s custodian an instruc(cid:415)on to pay our fees. If direct debit is not authorized by a client, we send the client, or a third party designated by the client, a fee invoice generally due within twenty calendar days upon receipt. Fees and Expenses in Addi(cid:415)on to our Investment Advisory Fees In addi(cid:415)on to our investment advisory fees, clients incur other fees and costs including brokerage commissions, custodial and transac(cid:415)on fees, and other related expenses. With the excep(cid:415)on of brokerage commissions, other related fees depend completely on the client’s separate arrangements with third par(cid:415)es, and clients should direct inquiries related to these costs to the corresponding party. Our advisory fees are exclusive of any fees, costs and expenses charged by broker-dealers, custodians, consultants, money market mutual funds, and other third par(cid:415)es — all of which reduce the client’s return on their investments. Examples of account costs connected to our trading prac(cid:415)ces are trade commissions paid to broker-dealers and conversion/exchange fees paid to broker-dealers and/or involved third par(cid:415)es to convert ADRs to ordinary shares or vice versa. Examples of custodial account costs include custodial fees, trade-away fees that some custodians charge clients when we trade with broker-dealers unaffiliated with the custodian, money market fees, and fees that other third par(cid:415)es charge. Some clients u(cid:415)lize certain securi(cid:415)es for cash management purposes, which come with added fees and expenses. Money market funds typically charge an asset management fee and expenses that are separate and in addi(cid:415)on to the fees charged by HSM. HSM does not benefit from these fees. Except for the so(cid:332) dollar benefits we receive from trading, we do not derive financial benefits from such other fees, costs, and expenses (please refer to Item 12 Brokerage Prac(cid:415)ces for addi(cid:415)onal informa(cid:415)on regarding our trading prac(cid:415)ces, including so(cid:332) dollar benefits). Page 7 of 17  HS Management Partners, LLC Item 6 — Performance-Based Fees and Side-By-Side Management HSM does not charge performance-based fees (fees based on a share of capital apprecia(cid:415)on of the assets in client accounts). Item 7 — Types of Clients We offer to manage advisory accounts for taxable and non-taxable accounts on a discre(cid:415)onary basis primarily for high- net-worth individuals (including family offices), charitable organiza(cid:415)ons (including endowments and founda(cid:415)ons) and ERISA plans. We also offer to manage discre(cid:415)onary advisory accounts for unrelated/third-party pooled investment vehicles (including those formed by families to manage their wealth, private funds, and offshore funds). HSM reserves the right to accept or reject accounts of any size or type. We do not have specific requirements for opening or maintaining an account for our management, and consider factors such as account size and type, and client restric(cid:415)ons on a case-by-case basis. Item 8 — Methods of Analysis, Investment Strategy, and Risk of Loss Methods of Analysis and Investment Strategy HSM manages the investment strategy named HSMP Concentrated Quality Growth Equity. HSM applies a focused, bo(cid:425)om-up, fundamentals-first approach to quality growth equity por(cid:414)olio management. Our investment process priori(cid:415)zes business quality, fundamental earnings/cash flow growth, and security valua(cid:415)on. By selec(cid:415)ng companies with these characteris(cid:415)cs, we aim for meaningful gains and a(cid:425)rac(cid:415)ve risk-adjusted returns across market cycles. Our investment process is benchmark agnos(cid:415)c and not index influenced — we do not try to mimic or follow any market benchmark or index. We seek to iden(cid:415)fy companies that we believe have strong business models, wide and defensible compe(cid:415)(cid:415)ve moats, visible future growth opportuni(cid:415)es, substan(cid:415)al free cash flow genera(cid:415)on and that are led by skilled managements with qualified boards, at reasonable valua(cid:415)ons. Our investment process largely ignores categoriza(cid:415)ons separa(cid:415)ng growth from value; instead, we believe both are important considera(cid:415)ons in the stock selec(cid:415)on process. Provided our investment process quality criteria are sa(cid:415)sfied, and valua(cid:415)on is a(cid:425)rac(cid:415)ve, we take a mul(cid:415)-dimensional approach to por(cid:414)olio construc(cid:415)on: across the growth con(cid:415)nuum (from more established, to variable, to more rapid growth businesses), up and down the market capitaliza(cid:415)on scale. We aim to build a concentrated por(cid:414)olio of generally 20 to 25 companies. The investment process typically yields companies that operate in a select number of industries. We are mindful of concentra(cid:415)on risk, however, there are no set limits by industry or sector weigh(cid:415)ngs. Client por(cid:414)olios are invested primarily in domes(cid:415)c U.S. companies, many of which generate revenues from global sources. We also consider non-U.S. companies; however, foreign holdings generally represent less than 10% of the total por(cid:414)olio value. Cash is not a major component of our investment strategy, and we aim to keep our clients’ capital nearly fully invested. Suitable investment candidates for us typically include companies that we believe possess strong management teams, a(cid:425)rac(cid:415)ve business models, enduring compe(cid:415)(cid:415)ve advantages, broad geographic pla(cid:414)orms, the ability to remain relevant and adapt to meet customer needs in different market condi(cid:415)ons, financial health, high free cash flow characteris(cid:415)cs, and/or strong, albeit reasonably a(cid:425)ainable, earnings and cash flow prospects. In addi(cid:415)on to established, leading companies that we have known for many years, we seek to iden(cid:415)fy “up and coming” candidates that we think meet our quality criteria and have an a(cid:425)rac(cid:415)ve valua(cid:415)on. Examples include businesses that in our opinion have substan(cid:415)al assets and promising new leadership, companies that we believe have been freed of legacy issues, franchises moving from niche markets to mainstream, and/or companies with exci(cid:415)ng new products and/or services or with offerings that we Page 8 of 17  HS Management Partners, LLC deem capable of maintaining their relevance to customers over (cid:415)me. We analyze company business models and evaluate their long-term poten(cid:415)al by accessing Wall Street research (such as reports and publica(cid:415)ons regarding companies, industries, markets, and the economy, and other sell-side analyst research), industry contacts, company management, and publicly available informa(cid:415)on (such as company earnings calls, press releases and SEC filings), among other research. The process can also encompass par(cid:415)cipa(cid:415)ng in industry conferences and events or calls organized by broker-dealers including par(cid:415)cipa(cid:415)on of experts in certain fields or industries, company management, government representa(cid:415)ves, and other invitees. Research can be received in the form of wri(cid:425)en reports, periodicals, investment seminars, so(cid:332)ware, and mee(cid:415)ng calls or discussions, among other events. We do not use expert networks. An idea with a(cid:425)rac(cid:415)ve investment poten(cid:415)al can be placed on our Focus List, which consists of a limited number of companies, including companies in which we invest and companies that we are considering for investment. Our Focus List helps us track and compare exis(cid:415)ng and poten(cid:415)al investment candidates based on certain metrics considered by our investment team, and it is from this list that we select the companies that can be included in client por(cid:414)olios. If we believe that a company’s fundamentals appear strong and supported by our qualita(cid:415)ve and quan(cid:415)ta(cid:415)ve analysis, and if we find the valua(cid:415)on of its shares a(cid:425)rac(cid:415)ve, we can decide to ini(cid:415)ate a posi(cid:415)on in the stock. Three primary considera(cid:415)ons influence our decision to fully or par(cid:415)ally sell a stock posi(cid:415)on: if there is a loss of confidence in a company’s business model or its ability to realize the an(cid:415)cipated growth and earnings/cash flows; if a stock looks richly priced based on our valua(cid:415)on tools and growth assump(cid:415)ons; or if a be(cid:425)er alterna(cid:415)ve investment opportunity is iden(cid:415)fied. A change in company fundamentals that we deem detrimental typically results in a liquida(cid:415)on of the shares, whereas sales prompted by valua(cid:415)on considera(cid:415)ons and/or a be(cid:425)er investment opportunity can be incremental in nature. We believe that ac(cid:415)ve management adds value. The investment team works in a cohesive and collabora(cid:415)ve manner, and Harry Segalas, as our Chief Investment Officer (“CIO”) and sole Por(cid:414)olio Manager, makes all final por(cid:414)olio decisions. Risk of Loss Inves(cid:415)ng in equity securi(cid:415)es involves significant risks that clients should be prepared to bear, including the risk of loss of the original amount invested. The following are material risks, not all risks applicable to our investment strategy and advisory business, listed alphabe(cid:415)cally. We urge clients and prospec(cid:415)ve clients to carefully evaluate these risks.  Bonds Risk. Debt securi(cid:415)es (or “bonds”) typically provide steady income and have priority over equi(cid:415)es in case of bankruptcy and are therefore deemed safer investments than equity securi(cid:415)es from a creditor perspec(cid:415)ve, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be “called” prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Bonds also have interest, credit, ra(cid:415)ng, and default risks.  Catastrophic Events, Civil Disturbances, Health Crises, Wars, Natural Disasters, Terrorist A(cid:425)acks, Environmental Calami(cid:415)es, and Acts of God Risk. All these events can significantly disrupt not only the economy and market condi(cid:415)ons, but also exchanges, trading, our vendors’ services, the performance of the companies in which we invest and their compe(cid:415)tors, and our ability to carry out our investment advisory business, as well as making our employees, vendors and market par(cid:415)cipants more suscep(cid:415)ble to cybera(cid:425)acks.  Concentra(cid:415)on Risk. Our investment strategy involves a concentrated por(cid:414)olio tending to be overweight in certain market sectors. While a concentrated por(cid:414)olio has the poten(cid:415)al for outsized gains, it also carries the risk of Page 9 of 17  HS Management Partners, LLC underperforming the greater market.  Consumer Discre(cid:415)onary, Consumer Staples and Technology Sectors Risk. Our client por(cid:414)olios are concentrated in these sectors. The consumer discre(cid:415)onary sector is cyclical in nature, making it highly sensi(cid:415)ve to changes in consumer sen(cid:415)ment, interest rates, and overall economic health of the economy. During a recession, consumer discre(cid:415)onary stocks can experience declines in value. The consumer staples sector faces intense compe(cid:415)(cid:415)on. Other risks include changing consumer trends and supply chain disrup(cid:415)ons which may nega(cid:415)vely impact the performance of the sector. The technology sector faces risks, including cyber-a(cid:425)acks, data breaches, and emerging technologies. These risks can disrupt a business and impact its opera(cid:415)ons.  Cybersecurity and Other Technology Risk. We use technology to operate the management of the Firm and client por(cid:414)olios. Client and Firm sensi(cid:415)ve, confiden(cid:415)al data on our network or on the networks of third par(cid:415)es with whom we have shared data are vulnerable to inadvertent disclosure and nefarious cybera(cid:425)acks aiming to expose or exploit the data. Furthermore, essen(cid:415)al opera(cid:415)onal tasks can be subjected not only to cybera(cid:425)acks, but also to other events such as power failures, and internet unavailability. All of this can result in an inability to access our systems and/or result in financial losses and reputa(cid:415)onal damage, as well as legal and regulatory ramifica(cid:415)ons and other unwanted consequences to our clients. While we have taken what we believe to be reasonable precau(cid:415)ons to maintain our ability to conduct our business, and to protect the func(cid:415)onality of our networks and the confiden(cid:415)ality of our client and Firm data, in the presence of such disrup(cid:415)ve events, no measures can eliminate cybersecurity or technology risks. It should be noted that not only our Firm and our vendors can be subject to a disrup(cid:415)ve event, in fact, the companies in which we invest our discre(cid:415)onary accounts are also suscep(cid:415)ble to cybersecurity risks, which can nega(cid:415)vely impact their business opera(cid:415)ons and stock value in the event of a cybersecurity related incident.  Equity Securi(cid:415)es Risk. Inves(cid:415)ng in equi(cid:415)es involves market risk as the stock price can fluctuate significantly depending on various factors like economic condi(cid:415)ons, company performance, and investor sen(cid:415)ment, poten(cid:415)ally leading to significant losses for investors if the market declines. Other risks may include vola(cid:415)lity risk, liquidity risk, credit risk, and concentra(cid:415)on risk. Equity holders’ rights over the company’s assets come a(cid:332)er the rights of debt holders and preferred stockholders have been sa(cid:415)sfied in the event of bankruptcy or liquida(cid:415)on.  Foreign Security Risk. Inves(cid:415)ng in foreign companies exposes clients to poli(cid:415)cal, social, economic, legal and currency factors or other issues relevant to the corresponding foreign countries or regions. Foreign companies are not subject to the same accoun(cid:415)ng, audi(cid:415)ng and financial repor(cid:415)ng standard or public disclosure requirements as U.S. companies and foreign securi(cid:415)es are subject to foreign currency exchange rate fluctua(cid:415)ons.  General Economic and Market Condi(cid:415)ons Risk. The success of our Firm and the companies in which we invest will be affected by general economic and market condi(cid:415)ons, such as infla(cid:415)on, interest rate fluctua(cid:415)ons, a recession, the availability of credit, economic uncertainty, changes in laws, supply chain issues, labor shortages, trade barriers, currency exchange controls, energy and commodity prices, na(cid:415)onal and interna(cid:415)onal poli(cid:415)cal circumstances (including government interven(cid:415)on in financial markets). These factors can affect the level and vola(cid:415)lity of securi(cid:415)es prices and the liquidity of our investments, all of which can nega(cid:415)vely impact account performance and result in losses.  Infla(cid:415)on and Interest Rate Risk. Security prices and por(cid:414)olio returns will likely vary in response to changes in infla(cid:415)on and interest rates. Infla(cid:415)on causes the value of future dollars to be worth less and may reduce the purchasing power of a client’s future interest payments and principal. Infla(cid:415)on also generally leads to higher interest rates which may cause the value of fixed income investments to decline.  Infla(cid:415)on, Recession, Currency, and Interest Rate Risks. Security prices and por(cid:414)olio returns will likely vary in Page 10 of 17  HS Management Partners, LLC response to changes in infla(cid:415)on and interest rates, and more so in the event of a recession of the U.S. economy. Infla(cid:415)on causes the value of future dollars to be worth less and generally leads to higher interest rates, which nega(cid:415)vely impact securi(cid:415)es markets. The liquidity and trading value of currencies can be affected by global economic factors, such as infla(cid:415)on, interest rates, recessions, and trade balances among countries, as well as pandemics, environmental disasters, wars, and other events including the ac(cid:415)ons of sovereign governments and central banks.  Interest rate risk. The poten(cid:415)al for investment losses that can be triggered by a move upward in the prevailing rates for new debt instruments. If interest rates rise, the value of a bond or other fixed-income investments in the secondary market typically declines and vice versa. When interest rates rise exis(cid:415)ng bonds drop to offset the more a(cid:425)rac(cid:415)ve (higher) rates of the new bond issues. Interest rate risk is measured by a bond's dura(cid:415)on, with longer-term bonds having greater price sensi(cid:415)vity to rate changes.  Legal, Tax, and Regulatory Risk. We are a registered investment adviser regulated by the SEC. As a regulated en(cid:415)ty, changes in laws or regula(cid:415)ons can impact our ability to operate our business. In addi(cid:415)on, legal, tax and regulatory developments can adversely affect the companies in which we invest or the regulatory or tax treatment of client gains.  Low Cash Balances Risk. Our investment strategy generally involves maintaining very low levels of cash (including cash equivalents selected by the client or the client’s custodian) in client accounts, meaning client accounts are typically nearly fully invested. Therefore, client por(cid:414)olios will likely be more impacted by market fluctua(cid:415)ons than por(cid:414)olios that are less invested and keep more cash available. In addi(cid:415)on, client withdrawals of cash from an account will most likely require the sale of securi(cid:415)es which can be at a (cid:415)me when prices are not favorable.  Money Market Funds. A money market fund is technically a security. The fund managers a(cid:425)empt to keep the share price constant at $1/share. However, there is no guarantee that the share price will stay at $1/share. If the share price goes down, you can lose some or all of your principal. While investor losses in money market funds have been rare, they are possible. In return for this risk, you should earn a greater return on your cash than you would expect from a Federal Deposit Insurance Corpora(cid:415)on ("FDIC") insured savings account (money market funds are not FDIC insured). Rates for money market funds are variable. In other words, you do not know how much you will earn from your investment. Rates could go up or go down.  Reliance on Key Personnel Risk. Our CIO and sole Por(cid:414)olio Manager is considered a key person with respect to our investment strategy. Although other experienced personnel can make investment decisions, the unforeseen absence of our CIO can impair our ability to successfully implement our investment strategy. Item 9 — Disciplinary Informa(cid:415)on HSM and our management persons have not been involved in any legal or disciplinary ac(cid:415)on that would require disclosure under this Item 9. Item 10 — Other Financial Industry Ac(cid:415)vi(cid:415)es and Affilia(cid:415)ons Neither HSM nor any of its management persons is registered or has an applica(cid:415)on pending to register as a broker- dealer, registered representa(cid:415)ve of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of these en(cid:415)(cid:415)es. HSM has no affiliated en(cid:415)(cid:415)es, and our management persons are not affiliated with any financial ins(cid:415)tu(cid:415)on, including banks and broker-dealers. We do not recommend or select other investment advisers for our clients. Page 11 of 17  HS Management Partners, LLC Item 11 — Code of Ethics, Par(cid:415)cipa(cid:415)on or Interest in Client Transac(cid:415)ons, and Personal Trading Code of Ethics and Personal Trading We strive to comply with applicable laws and regula(cid:415)ons governing our prac(cid:415)ces. HSM has adopted a Code of Ethics (“Code of Ethics”), pursuant to Rule 204A-1 under the Advisers Act and provides a copy to any client or prospec(cid:415)ve client upon request. Our Code of Ethics includes guidelines for professional standards of conduct for persons associated with the Firm. Our goal is to protect the client’s interests and to demonstrate our commitment to our fiduciary du(cid:415)es of honesty, good faith, and fair dealing with clients. All persons associated with the Firm are expected to adhere strictly to these guidelines. Persons associated with the Firm are also required to report any viola(cid:415)ons of our Code of Ethics. Addi(cid:415)onally, we maintain and enforce wri(cid:425)en policies reasonably designed to prevent the misuse or dissemina(cid:415)on of material, nonpublic informa(cid:415)on about clients or their account holdings by persons associated with the Firm. Clients or prospec(cid:415)ve clients may obtain a copy of our Code of Ethics by contac(cid:415)ng us at the telephone number on the cover page of this brochure. Par(cid:415)cipa(cid:415)on or Interest in Client Transac(cid:415)ons Neither the Firm nor any persons associated with the Firm has any material financial interest in client transac(cid:415)ons beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Prac(cid:415)ces HSM or persons associated with the Firm may buy or sell the same securi(cid:415)es that we recommend to clients or securi(cid:415)es in which clients are already invested. A conflict of interest exists in such cases, because we have the ability to trade ahead of clients and poten(cid:415)ally receive more favorable prices than clients will receive. To mi(cid:415)gate this conflict of interest, it is our policy that neither the Firm nor persons associated with the Firm shall have priority over client accounts in the purchase or sale of securi(cid:415)es. Employees are not permi(cid:425)ed to purchase, in their personal accounts not managed by HSM, securi(cid:415)es that appear on our Focus List. Item 12 — Brokerage Prac(cid:415)ces Principal and Agency Cross Transac(cid:415)ons HSM does not engage in principal or agency cross transac(cid:415)ons. Best Execu(cid:415)on HSM’s discre(cid:415)onary investment authority includes selec(cid:415)ng execu(cid:415)ng broker-dealers and nego(cid:415)a(cid:415)ng commission rates for transac(cid:415)ons in client accounts; however, clients are responsible for selec(cid:415)ng a custodian to custody their assets. Our Best Execu(cid:415)on Commi(cid:425)ee (“Commi(cid:425)ee”) approves, reviews, and removes broker-dealers from our Approved Broker-Dealer List (“List”) (the list of broker-dealers that the Commi(cid:425)ee has approved for trading), ranks the broker- dealers on the List and establishes and adjusts our annual commission brokerage budget, and generally assesses the overall quality of execu(cid:415)on our clients receive. The Commi(cid:425)ee meets quarterly and more o(cid:332)en as needed. Page 12 of 17  HS Management Partners, LLC When evalua(cid:415)ng broker-dealers for inclusion in or removal from the List, and when ranking them and establishing or adjus(cid:415)ng our annual commission brokerage budget, the Commi(cid:425)ee considers various factors of the full range and quality of a broker's services in placing trades including the value of research provided as well as execu(cid:415)on capability, commission rate, financial responsibility and responsiveness to HSM. Not all factors are contemplated to the same degree or have the same influence. The Commi(cid:425)ee gives so(cid:332) dollar research, or brokerage products or services the highest weight if it believes that all other factors are compe(cid:415)(cid:415)ve and that the amount of client commission paid is reasonable in light of the value of the so(cid:332) dollar products or services provided. Furthermore, when placing trade orders, our trader is guided by our commission brokerage budget and considers other relevant factors, such as our trading procedures, the order size, the security type, and market condi(cid:415)ons. So(cid:332) Dollars In return for the trade commissions that our clients pay, broker-dealers typically provide us research products and services and brokerage products and services, both proprietary and third-party, that we consider valuable in our investment decision-making or trade execu(cid:415)on responsibili(cid:415)es. This type of arrangement is referred to as so(cid:332) dollars because we use client commissions instead of the Firm’s own money to pay for research and services. HSM benefits from client commissions because it does not have to produce or pay for the research and brokerage products or services that it obtains with so(cid:332) dollars. This creates a conflict of interest. Clients pay per-share commission rates higher when we use so(cid:332) dollars than those trades for which we do not use so(cid:332) dollars. Broker-dealers from whom we obtain research or brokerage products or services typically set a target commission dollar amount, to be reached by our trading volume in order for us to receive so(cid:332) dollar benefits. The target dollar amount set by broker-dealers along with our an(cid:415)cipated trading ac(cid:415)vity is the primary basis used to determine if, in our judgment, the corresponding commission rate is reasonable considering the value of the so(cid:332) dollar products or services provided. Brokerage commissions include so(cid:332) dollar arrangements for which third-party research or brokerage products or services are paid. The products and services that we receive with so(cid:332) dollars are eligible under the safe harbor provisions of Sec(cid:415)on 28(e) of the Securi(cid:415)es Exchange Act of 1934. Examples of the so(cid:332) dollar research we receive include: eligible reports and publica(cid:415)ons regarding companies, industries, markets, and the economy; analysis and forecasts; research-oriented computer so(cid:332)ware; a(cid:425)endance at seminars, conferences, and events or calls organized by broker-dealers with whom we trade and including par(cid:415)cipa(cid:415)on of experts in certain fields or industries, company management, government representa(cid:415)ves, and other invitees; and discussions with sell-side research analysts and company management — research can be received in the form of wri(cid:425)en reports, periodicals, investment seminars, so(cid:332)ware, and mee(cid:415)ngs, calls or discussions, among other events (we do not use expert networks). Examples of the so(cid:332) dollar brokerage we can receive include trade execu(cid:415)on so(cid:332)ware that assists us in effec(cid:415)ng securi(cid:415)es transac(cid:415)ons and performing func(cid:415)ons incidental to trade execu(cid:415)on. If a product or service is for mixed-use (meaning some components are used for so(cid:332) dollar eligible products and services, but some components are used for other non-eligible purposes), we face a conflict of interest to the extent we have an economic incen(cid:415)ve to use the product or service for non-eligible purposes even though it is paid for with so(cid:332) dollars. In the event of a mixed-use product or service, we make a good faith, reasonable alloca(cid:415)on according to its use, considering which por(cid:415)on of the product or service is eligible to be paid with so(cid:332) dollars under the 28(e) safe harbor and which por(cid:415)on must be paid with the Firm’s own resources (hard dollars). We apply the benefits of the so(cid:332) dollar products and services we receive to the formula(cid:415)on and implementa(cid:415)on of our investment strategy. We believe that our use of so(cid:332) dollars generally and over (cid:415)me benefits all clients overall without regard for the amount of commissions a(cid:425)ributable to a single client account. Some clients do not contribute to so(cid:332) Page 13 of 17  HS Management Partners, LLC dollar payments although they benefit from the so(cid:332) dollar benefits we obtain with other clients’ trading. We do not obtain so(cid:332) dollar research or brokerage products or services from trades we place in client accounts subject to directed brokerage—which includes client accounts and the accounts of our employees and their family members that custody their accounts at Charles Schwab & Co. (“Schwab”). We do not seek to allocate so(cid:332) dollar benefits to client accounts propor(cid:415)onately to the so(cid:332) dollar credits that each account generates. These arrangements create a conflict of interest as we have an incen(cid:415)ve to trade accounts subject to so(cid:332) dollars more frequently to help pay for the services and products under the so(cid:332) dollar arrangements. Addi(cid:415)onally, we have an incen(cid:415)ve to select broker-dealers based on the so(cid:332) dollar benefits they provide to us, rather than selec(cid:415)ng those broker-dealers who provide lower cost execu(cid:415)on to our clients. To alleviate these conflicts of interest, we only accept so(cid:332) dollar benefits in accordance with the Sec(cid:415)on 28(e) safe harbor and make a good faith determina(cid:415)on that the commissions paid by clients are reasonable in rela(cid:415)on to the value of the so(cid:332) dollar products and services we receive. Before placing a broker-dealer on our Approved Broker- Dealer List and establishing or adjus(cid:415)ng our annual commission brokerage budget, we determine whether the compensa(cid:415)on paid, or to be paid, is reasonable in rela(cid:415)on to the value of the so(cid:332) dollar products and services provided to us directly or through a third-party provider. We also have access to research reports provided by Schwab by virtue of having clients, including our employees and their families, who custody their accounts we manage at Schwab and not based on so(cid:332) dollar commissions. Trading, Aggrega(cid:415)on, and Alloca(cid:415)on of Client Orders The implementa(cid:415)on of our investment strategy for our clients depends on several factors, including account type, size and restric(cid:415)ons, (cid:415)ming and market condi(cid:415)ons at an account’s incep(cid:415)on and subsequent contribu(cid:415)ons and withdrawals, (cid:415)ming and terms of trade execu(cid:415)on orders, and a client’s directed brokerage instruc(cid:415)ons. Taking into considera(cid:415)on the account tax status (as provided) and client restric(cid:415)ons, we seek to invest our clients in the same names and in the same or similar percentage weights, with the goal of minimizing dispersion across accounts over (cid:415)me. However, we make tax-aware considera(cid:415)ons in trading taxable accounts as we a(cid:425)empt to have more long-term gains than short-term gains and harvest losses when sensible. Our CIO is the por(cid:414)olio manager and makes final investment decisions for our discre(cid:415)onary trade orders and investment strategy. Our trade order instruc(cid:415)ons specify the client or trading group to be traded and typically indicate the target percentage for the alloca(cid:415)on. We use trading groups to facilitate trading including non-taxable, taxable, and restricted (based on some client restric(cid:415)ons). Not all trading groups trade with the same frequency. Actual par(cid:415)cipa(cid:415)on in an order depends on several factors, even within the same trading group, such as client restric(cid:415)ons, directed brokerage, exis(cid:415)ng percentage weigh(cid:415)ng for the traded security and cash available in each account, as well as our imposed per-order share minimums (typically ranging anywhere from 5 to 100 shares) and our share rounding conven(cid:415)on, depending on the stock price. Small accounts generally do not par(cid:415)cipate in trade orders to the same extent as large accounts given the factors just men(cid:415)oned, par(cid:415)cularly their size and available cash, and that they generally do not meet our per-order share minimums. Our trade order placement is guided by our commission brokerage budget and at our trader’s discre(cid:415)on who considers relevant factors, such as our trading procedures, orders previously placed during the trading day, order size, security type, and market condi(cid:415)ons. We believe that this prac(cid:415)ce generally helps us facilitate client alloca(cid:415)on and average pricing at the end of the trading day and lessens the possibility of errors in se(cid:425)lements with custodians. We generally combine orders from mul(cid:415)ple client accounts and/or trading groups, and aggregate trades. Our trader has Page 14 of 17  HS Management Partners, LLC discre(cid:415)on to determine the sequencing of trade orders, keeping in mind that clients should be treated equitably and fairly, to ensure that no client account is disadvantaged over (cid:415)me. Directed brokerage orders typically do not get aggregated with other trades and are entered with the applicable broker-dealer a(cid:332)er the aggregated trade(s). To prevent favoring one directed brokerage client over another, we use a randomly generated weekly rota(cid:415)on to determine the trade order among broker-dealers for the client directed brokerage accounts. We allocate shares among the aggregated accounts on a pro-rata basis. Each account shares the same average price and transac(cid:415)on costs. Although most of our orders are allocated on a pro-rata basis, there are instances when pro-rata alloca(cid:415)on is not feasible. For par(cid:415)ally filled orders, we adjust the target percentage weight of the order. If residual shares remain, we generally increase the alloca(cid:415)on for those par(cid:415)cipa(cid:415)ng accounts whose percentage weight (using the new adjusted target percentage) will not be significantly impacted. Directed Brokerage In some instances, discre(cid:415)onary clients can restrict our ability to select broker-dealers by direc(cid:415)ng us to execute trade orders at the broker-dealers that the clients select (this is called directed brokerage). We allow directed brokerage to apply to all orders for accounts that are custodied at Schwab (see below). Directed brokerage instruc(cid:415)ons must be in wri(cid:415)ng and we reserve the right to accept them or reject them at any (cid:415)me and for any reason. When clients direct us to use a specific broker-dealer, our ability to seek best execu(cid:415)on for these client orders is hindered and can cost these clients more money, par(cid:415)cularly when we cannot aggregate their trades with other clients’ orders (See above Trading, Aggrega(cid:415)on, and Alloca(cid:415)on of Client Orders.). As a result, the directed brokerage clients can receive less favorable execu(cid:415)on prices than the aggregated trades. In addi(cid:415)on, it is possible that the directed brokerage clients pay a higher commission if the broker-dealer we used for them charges a higher commission than the broker-dealer we used for the aggregated trades. IPOs We do not typically par(cid:415)cipate in ini(cid:415)al public offerings (IPOs). If we were to par(cid:415)cipate in an IPO, we generally follow our alloca(cid:415)on procedures described above, and other relevant regula(cid:415)ons. Trade Errors Our trade error policy is to fully restore the client account had the trading error not occurred. Depending on the circumstances, correc(cid:415)ve ac(cid:415)ons include canceling the trade, adjus(cid:415)ng an alloca(cid:415)on, and/or reimbursing the client. Item 13 — Review of Accounts We review discre(cid:415)onary client accounts con(cid:415)nuously and periodically to verify certain aspects of the implementa(cid:415)on of our investment strategy. Furthermore, we review account performance versus the Firm’s composite regularly and address significant varia(cid:415)ons as applicable. We provide discre(cid:415)onary clients with quarterly investment reports summarizing account performance and por(cid:414)olio holdings. More frequent reports are sent to clients at their request. Clients should carefully review and compare their HSM client report(s) to their custodian statements. Page 15 of 17  HS Management Partners, LLC Item 14 — Client Referrals and Other Compensa(cid:415)on We do not have any oral or wri(cid:425)en arrangement to directly or indirectly compensate any person for client referrals. Except for the research and brokerage products and services men(cid:415)oned in Item 12 (so(cid:332) dollars) and for the research available from Schwab, we do not receive any direct or indirect compensa(cid:415)on from any person, other than clients, for providing advisory services to clients. Item 15 — Custody Clients determine their own qualified custodian (a bank, broker-dealer, or other qualified custodian) for which they enter into a separate agreement over the accounts we manage. When authorized, the client’s custodian directly debits the client’s account(s) for the payment of our advisory fees at our direc(cid:415)on. The ability to deduct our advisory fees from client accounts causes HSM to have limited custody over the client’s assets. We do not otherwise have physical custody of the client’s funds and/or securi(cid:415)es. The client receives account statements from their qualified custodian(s) at least quarterly. The account statements from the client’s custodian(s) indicate the amount of our advisory fees deducted from your account(s) each billing period when applicable. Clients should carefully review the account statements they receive from their custodian(s). We urge clients to compare their custodian statements against the statements they receive from us. HSM does not accept disbursement authority to third par(cid:415)es beyond the fee debi(cid:415)ng authority noted above. Item 16 — Investment Discre(cid:415)on HSM provides investment advisory services on a discre(cid:415)onary basis. Discre(cid:415)onary clients execute an investment advisory agreement gran(cid:415)ng us discre(cid:415)on to manage their accounts in accordance with agreed-upon investment guidelines and client restric(cid:415)ons. For discre(cid:415)onary clients, we make investment decisions and trade the accounts without consul(cid:415)ng with clients. Although most of our trade orders are discre(cid:415)onary, we consider some orders to be non-discre(cid:415)onary such as when a client instructs us to fully liquidate the account or in the few cases where we agree to take a client’s instruc(cid:415)ons to sell a specific tax lot of certain securi(cid:415)es for tax purposes. Item 17 — Vo(cid:415)ng Client Securi(cid:415)es Discre(cid:415)onary clients can delegate their proxy vo(cid:415)ng authority to HSM in their investment advisory agreement or can choose to retain their vo(cid:415)ng authority themselves, in which case we do not vote their proxies. Clients can place restric(cid:415)ons on our vo(cid:415)ng authority or instruct us to vote a proxy in a certain way. Such restric(cid:415)ons or instruc(cid:415)ons must be clear and reasonable, received in wri(cid:415)ng, in a (cid:415)mely fashion, and not be unduly burdensome to our opera(cid:415)onal processes. When delegated authority to vote proxies, we generally vote proxies the same way for each client. Absent client restric(cid:415)ons or instruc(cid:415)ons, we vote proxies in the best economic interest of our clients. Considering that we invest in companies which we deem to have strong management teams that aim to maximize shareholder value, we generally vote proxies in favor of company management’s recommenda(cid:415)ons. However, when we determine that it is in our client’s best interest to vote against management, we will do so. When we believe that vo(cid:415)ng a proxy will limit our ability to sell a stock (i.e. when foreign shares are blocked from selling for a designated period a(cid:332)er cas(cid:415)ng a vote), we do not vote the applicable shares as maintaining our ability to sell a posi(cid:415)on generally outweighs the benefit of vo(cid:415)ng. We do not vote shares for which we do not receive complete proxy informa(cid:415)on, and upon inquiring with the responsible Page 16 of 17  HS Management Partners, LLC party as applicable, we do not receive the informa(cid:415)on in a (cid:415)mely manner. When clients par(cid:415)cipate in stock loan programs, it is possible that we may not be able to vote proxies for loaned shares as we are not a party to the stock loan program and do not recall shares for vo(cid:415)ng. We typically do not vote foreign shares when we determine that doing so is not opera(cid:415)onally feasible including when proxy informa(cid:415)on is not available in English, authen(cid:415)ca(cid:415)on by the consulate office is required, or a local power of a(cid:425)orney is necessary. We reserve the right not to vote a proxy for securi(cid:415)es that are no longer held in client accounts. Clients who do not delegate their proxy vo(cid:415)ng authority to HSM receive their proxy materials directly from their custodians or the company’s proxy agent. In the event we inadvertently receive proxy materials for these clients, we forward the materials to the client and we are not responsible for any adverse impact to a client if proxy materials are not received (cid:415)mely. Although we can discuss proxies with clients as a general ma(cid:425)er, we do not advise clients about par(cid:415)cular solicita(cid:415)ons when they have chosen to vote their own proxies. When we determine that there is a material conflict of interest between HSM and our clients, our Proxy Vo(cid:415)ng Commi(cid:425)ee determines the appropriate ac(cid:415)on, and may seek an independent third-party vo(cid:415)ng recommenda(cid:415)on or disclose the conflict and ask clients for vo(cid:415)ng direc(cid:415)on. Clients can request informa(cid:415)on on how we voted their shares and can request a copy of our proxy vo(cid:415)ng policy. These requests should be directed in wri(cid:415)ng to our client service team at our address listed on the cover page of this Brochure. We use a third party’s pla(cid:414)orm to assist us administra(cid:415)vely in the proxy vo(cid:415)ng process. When deemed reasonable by HSM, at the direc(cid:415)on of the client, HSM may use third party model proxy vo(cid:415)ng guidelines. Such instruc(cid:415)ons must be received in wri(cid:415)ng and agreed to by HSM. Votes in accordance with model guidelines are maintained and available upon client request. Class Ac(cid:415)ons and Other Legal Ma(cid:425)ers We believe that clients and their legal advisers are best suited to make determina(cid:415)ons regarding client par(cid:415)cipa(cid:415)on in class ac(cid:415)ons, bankruptcies, se(cid:425)lements, and other legal ma(cid:425)ers, as making such determina(cid:415)ons depend on the merits of the legal case and the assessment of clients’ par(cid:415)cular circumstances. HSM does not take responsibility for class ac(cid:415)ons or legal ma(cid:425)ers concerning past or current holdings in client accounts. When we receive wri(cid:425)en no(cid:415)ce of a class ac(cid:415)on or other legal ma(cid:425)er rela(cid:415)ng to stocks in our client por(cid:414)olios, we seek to forward the no(cid:415)ces to clients. Item 18 — Financial Informa(cid:415)on HSM does not require prepayment of more than $1,200 in fees per client, six months or more in advance. The Firm has never been the subject of a bankruptcy pe(cid:415)(cid:415)on, or any other circumstance that would require disclosure under this item. Page 17 of 17