Ingalls & Snyder LLC

INGALLS INVESTMENT MANAGEMENT, LLC 1 R O C K E F E L L E R P L A Z A, N E W Y O R K , N Y 1 0 0 1 2 0 P: ( 2 1 2 ) 2 6 9 – 7 8 0 0 F: ( 2 1 2 ) 2 6 9 – 7 8 9 3 F O R M A D V P A R T 2 A - B R O C H U R E J U L Y 1 , 2 0 2 6 This brochure provides information about the qualifications and business practices of Ingalls Investment Management, a registered investment adviser. If you have any questions about the contents of this brochure, please contact us at (212) 269- 7800. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. information about Ingalls Investment Management is also available on the SEC’s website at: Additional www.adviserinfo.sec.gov. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. 1  Item 2 – Material Changes Item 2 of this Brochure discusses material changes that have occurred since Ingalls Investment Management, LLC’s last annual amendment on December 23, 2025, as of the dates specified below. Ingalls Investment Management, LLC, was organized and formed as a limited liability company under the laws of the State of New York on January 21, 2026. As part of a corporate reorganization, effective July 1, 2026, and pursuant to a succession by amendment, the Firm became a successor to the investment advisory business of the predecessor registered investment advisor, Ingalls & Snyder, LLC. The succession transferred the advisory activities of Ingalls & Snyder, LLC, formerly a dually registered entity, to Ingalls Investment Management, LLC, a federally covered advisor registered with the Securities and Exchange Commission. 2  TABLE OF CONTENTS ITEM 1 – COVER PAGE .............................................................................................................. 1 ITEM 2 – MATERIAL CHANGES .............................................................................................. 2 ITEM 3 – TABLE OF CONTENTS .............................................................................................. 3 ITEM 4 - ADVISORY BUSINESS ............................................................................................... 4 ITEM 5 – FEES AND COMPENSATION ................................................................................... 5 ITEM 6 – PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT………...6 ITEM 7 – TYPES OF CLIENTS ................................................................................................... 7 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS .............................................................................................................................................. 8 ITEM 9 – DISCIPLINARY INFORMATION ............................................................................ 12 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............. 13 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ..................................................................... 14 ITEM 12 – BROKERAGE PRACTICES .................................................................................... 16 ITEM 13 – REVIEW OF ACCOUNTS....................................................................................... 21 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION..................................... 21 ITEM 15 – CUSTODY ................................................................................................................ 22 ITEM 16 – INVESTMENT DISCRETION ................................................................................ 23 ITEM 17 – VOTING CLIENT SECURITIES ............................................................................. 23 ITEM 18 – FINANCIAL INFORMATION ................................................................................ 24 3  Item 4 - Advisory Business Ingalls & Snyder, LLC (“Ingalls & Snyder”) was founded in 1924 and became registered as an investment adviser in 1968. Ingalls Investment Management, LLC, (“Ingalls” or the “Firm”) was organized and formed as a limited liability company under the laws of the State of New York on January 21, 2026. As part of a corporate reorganization, effective July 1, 2026, and pursuant to a succession by amendment, the Firm became a successor to the investment advisory business of the predecessor registered investment advisor, Ingalls & Snyder. The succession transferred the advisory activities of Ingalls & Snyder, formerly a dually registered entity, to the Firm, a federally covered advisor registered with the Securities and Exchange Commission. The Firm provides investment advice to individuals, banks and other financial institutions, pension and profit-sharing plans, trusts and estates, charitable organizations, corporations and private investment entities. The Firm is a limited liability company organized under the laws of the State of New York. The Firm is beneficially owned by senior professionals of the Firm and is not publicly traded. For the most part, each of the Firm’s investment adviser representatives offers a distinct asset management style that is based upon, among other things, the research that the investment adviser representative conducts regarding issuers of securities and the market for securities. Each investment adviser representative manages his or her accounts on a discretionary basis in accordance with his or her management style. As a result, one or more investment adviser representatives may determine to acquire a security for particular advisory accounts while other investment adviser representatives may determine to dispose of the same security for advisory accounts which they manage on a discretionary basis. While each of the Firm’s investment adviser representatives tend to manage accounts in accordance with an individual style, each investment adviser representative adapts his or her style based on the individual needs of his or her clients. Accordingly, the Firm seeks to achieve investment advice for each client that is suitable for his or her needs and risk tolerance. In addition to portfolio management, the Firm also provides financial planning services primarily involving asset allocation and third-party manager selection for clients. Ingalls also provides investment advice to various private investment partnerships, including Ingalls & Snyder Value Partners L.P., Underhill Partners L.P., and IAS Alpha Partners LP (“Limited Partnerships”). Ingalls also serves as an investment adviser in one or more “wrap” programs that are offered by third-party wrap program sponsors (typically broker-dealers). A wrap program is an investment advisory program under which a client typically pays a single fee to the sponsor based on assets under management. Fees paid are not based directly upon transactions in the client’s account or the execution of client transactions. Wrap program clients typically select Ingalls from a list of investment advisers presented to clients by registered representatives of the sponsor. Wrap program clients are typically high net worth individuals. The program sponsor has primary responsibility for client communications and service, and Ingalls provides investment management services to the clients. The program sponsor typically executes client’s portfolio transactions, and in most cases, provides custodial services for the client’s assets for a single fee paid by the client to the sponsor. Ingalls is paid a portion of the wrap fee (management fee) for its services by the program sponsor. 4  Ingalls provides portfolio consulting services to certain Unit Investment Trusts. Ingalls acts as a portfolio consultant to Hennion & Walsh, Inc. in connection with its SmartTrust ® Fundamental Equity Contrarians Trust (the “Trust”). The Trust seeks a total return potential through capital appreciation and dividend income. The securities selected are those with solid operating fundamentals but not universally favored by Wall Street analysts. Each series of the Trust is designed to be held over a fixed 15-month term. Ingalls offers a Donor Advised Fund Program that enables clients to establish a charitable giving account (“DAF”). All contributions into a DAF are irrevocable and non-refundable. - All investment-related expenses are assessed from the DAF assets which include investment management fees, administrative fees, mutual fund or ETF expenses, withholding taxes on offshore income, and trading costs. Please review the GiveClear Donor Advised Fund Program Guidelines and the Management Fee Schedule for more information regarding the fees applicable to DAFs. As of March 31, 2026, Ingalls manages $7,462,837,024 on a discretionary basis and $181,415,976 on a non-discretionary basis. Item 5 – Fees and Compensation Ingalls’ advisory accounts are charged fees that are based primarily upon the value of client portfolios. The maximum annual fee Ingalls charges for advisory accounts that maintain a portfolio comprised of equities or a portfolio comprised of equities and fixed income securities is 1.50% of the account’s assets under management. With respect to advisory accounts that solely maintain a fixed income portfolio, the maximum fee Ingalls charges is 1.00% of assets under management. The maximum annual fee Ingalls charges for financial planning services primarily involving asset allocation and third-party manager selection for clients is 1.00% of the account’s assets under management. Individual investment adviser representatives each operate with their own approved fee schedules, which may provide decreasing fee percentages as account assets increase. In addition, Ingalls may, from time to time, negotiate fees which deviate from the approved fee schedules. Fees are generally billed quarterly in arrears based upon the value of the account on the last business day of the calendar quarter. At the request of clients, fees may be billed for three- month intervals other than calendar quarters and/or may be based upon the value of an account at the beginning of the period. Certain clients pay a fixed-fee or a combined fixed-fee and a percentage of assets under management; if calculated as a percentage of the client’s portfolio, such fees may exceed the ranges set forth above. The advisory fees charged by Ingalls may be higher or lower than fees charged by other investment advisory firms. An investment advisory relationship may be terminated by the client or by the Firm at any time upon thirty days written notification. In the event of termination, any fees paid in advance by a client will be refunded on a pro rata basis. Costs incurred in the transfer of assets or final disposition of assets are ordinarily borne by the party terminating the advisory account. 5  Clients who establish advisory accounts with Ingalls generally pay other expenses in addition to the management fee paid to Ingalls. Advisory clients may be charged fees and costs by the custodian of the advisory client’s funds and securities. Similarly, clients generally determine the brokerage firm through which securities transactions are executed and the commissions to be paid in connection with securities transactions. A commonly owned affiliate of Ingalls, Ingalls & Snyder, LLC (“INGS”) which is a broker dealer, generally offers brokerage and custody services to its clients for transactions involving securities traded in the United States. If an advisory client selects INGS to serve as the brokerage firm for an account, the advisory client will be charged brokerage commissions or markups by INGS in addition to advisory fees and such advisory fees are not reduced to offset the commissions or markups. However, advisory clients may receive lower commissions or markups by INGS for transactions in such accounts. Additional information regarding the selection of broker-dealers to execute advisory client securities transactions is set forth below. Advisory clients are charged additional fees (including management fees, sales charges, etc.) not paid to the Firm in connection with a specific investment such as certain mutual funds or money market funds with which INGS has arrangements for the payment of such fees. More specifically, INGS receives compensation from mutual fund companies and/or money market funds, including 12b‐1 fees, for performing certain administrative and/or shareholder servicing related tasks associated with advisory clients’ investment in such securities. In these circumstances, a conflict of interest is present since it gives Ingalls an incentive to recommend products based on the compensation received by its commonly owned affiliated company, INGS, rather than on the client’s needs. Ingalls provides disclosure of this conflict to advisory clients in its Investment Advisory Agreement. As a fiduciary, Ingalls recognizes its duties to act in good faith and with fairness in all of its dealings with all advisory clients. As such, the Firm selects products that are in the best interests of advisory clients regardless of the incentive received by INGS. Advisory clients also have the option to purchase investment products that Ingalls recommends through other brokers or agents that are not affiliated with the Firm. For providing advisory services to the Limited Partnerships, Ingalls receives a management fee based on a percentage of assets under management that ranges up to 1.50% (per annum). Each such management fee is negotiated at the time the Firm establishes an advisory relationship with the limited partnership, and is disclosed to investors in the limited partnership through its offering materials. The management fees for the Limited Partnerships are paid quarterly in arrears based on the net assets of the Limited Partnerships as of the end of each quarter. With regard to the portfolio consulting services for the SmartTrust ® Fundamental Equity Contrarians Unit Investment Trust (the “Trust”) mentioned in Item 4, Ingalls receives a fee following the end of the Trust’s initial offering period based on a percentage of the UIT’s net asset value. Item 6 – Performance-Based Fees and Side-By-Side Management The Firm receives performance-based fees for the management of certain accounts of clients that meet the definition of a “Qualified Client” as defined in Rule 205-3 of the Investment 6  Advisers Act of 1940, and private investment entities organized as limited partnerships, Underhill Partners, L.P. and IAS Alpha Partners LP. With respect to Underhill Partners, L.P., the general partner is entitled to a special incentive capital allocation, which is equal to 20% of such partnership’s net profits (subject to a loss carry forward provision). Where applicable, the general partner, Underhill Capital, LLC, distributes the incentive capital allocation which it receives as general partner of the private investment partnership to its members including INGS. INGS serves as the broker-dealer for Underhill Partner, L.P. trades and receives commissions. Ingalls provides advisory services to Underhill Partners, L.P. and receives advisory fees and incentive fees. With respect to IAS Alpha Partners LP, the general partner is also entitled to a special incentive capital allocation, which is equal to: (i) ten (10%) with respect to Capital Accounts corresponding to Founders Class Interests, and (ii) fifteen percent (15%) with respect to Capital Accounts corresponding to Class B Interests (with both classes subject to a loss carry forward provision and a five percent (5%) annual resetting hurdle). Where applicable, the general partner, IAS Alpha Capital, LLC, distributes the incentive capital allocation which it receives as general partner of the private investment partnership to its members including INGS. Ingalls provides advisory services to the IAS Alpha Partners LP and receives advisory fees and incentive fees. An adviser charging performance-based fees to some accounts faces a variety of conflicts because the adviser can potentially receive greater fees from its accounts having a performance- based compensation structure than from those accounts it charges a fee unrelated to performance (for example, an asset-based fee). The performance fee may be an incentive for an advisor to make investments that are riskier than would be the case without a performance fee arrangement. Also, the adviser may have an incentive to direct the best investment ideas to, or to allocate or sequence trades in favor of, the account that pays a performance fee. Although Ingalls has an incentive to favor advisory clients from which it receives a performance-based fee, in no instance will Ingalls favor advisory clients paying performance-based fees over advisory clients not paying performance-based fees. As a fiduciary, Ingalls recognizes its duties to act in good faith and with fairness in all of its dealings with all advisory clients. Item 7 – Types of Clients Ingalls provides investment advice to individuals, financial institutions, pension and profit- sharing plans, trusts and estates, charitable organizations, corporations, and private investment partnerships. Ingalls also may act as a sub-adviser to other registered investment advisers for the benefit of such investment advisers’ clients. Generally, Ingalls prefers newly established advisory accounts to be funded with at least $100,000. However, the Firm may accept or continue to provide services to smaller accounts at its discretion. The minimum initial investment threshold for membership in Underhill Partners, L.P., and IAS Alpha Partners LP, ranges from $250,000 to $1,000,000. However, this threshold may be waived or changed by the general partners of the Limited Partnerships. 7  Ingalls also offers investment advisory services to the clients enrolled in third-party sponsored wrap programs. To enroll in such wrap programs, the client either enters into agreements directly with both Ingalls and the Sponsor ("Dual Contract Accounts"), or enters into an agreement solely with the sponsor or another entity that has an agreement with the Sponsor. Ingalls provides services as a portfolio consultant to a Unit Investment Trust. The Firm also provide discretionary management of assets in defined contribution tax- deferred accounts that are held away (“Held Away Accounts”) from Ingalls. The Firm uses a third- party platform called Pontera to facilitate management of these Held Away Accounts. The platform allows Ingalls to avoid having custody of client funds since Pontera restricts Ingalls’ access to read only and rebalance only. Ingalls is not affiliated with the platform in any way and receives no compensation from them for using their platform. A link will be provided to the client allowing them to connect an account(s) to the platform. Once a Held Away Account is connected to the platform, Ingalls will review the current account allocations. When deemed necessary, Ingalls will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Held Away Accounts will be reviewed at least quarterly and allocation changes will be made as deemed necessary. Held Away Accounts will be charged fees that are within the typical range disclosed in Item 5 of this Brochure. Further specific details of the fees applicable to each Held Away Account is provided in each client’s investment advisory agreement and the fee schedule attached thereto. Item 8 – Methods of Analysis, Investment Strategies and Risk of loss Ingalls generally offers investment advice with respect to the following types of investments: • Equities (including exchange-listed securities, over-the-counter securities and securities of foreign issuers); • Warrants; • Corporate debt securities; • Corporate preferred securities; • Commercial paper; • Bank CDs; • Convertible Securities; • Municipal securities; • Mutual funds; • Exchange Traded Funds; • United States government and agency securities; • Foreign government securities; • Unlisted securities including private placements; • Option contracts on securities; and • Other similar securities and investment products. 8  Ingalls also provides advice to certain clients regarding investments in private investment partnerships, which may invest in securities and other assets of the types stated above. Ingalls , in its capacity as investment adviser exercising discretionary authority, also invests in private placements of securities on behalf of Ingalls & Snyder Value Partners, L.P., and may invest in such securities on behalf of Underhill Partners, L.P. and IAS Alpha Partners LP. In addition, Ingalls may purchase securities offered pursuant to private placements on behalf of appropriately qualified advisory clients. Ingalls’ security analysis methods include charting fundamental, technical and cyclical analysis. The Firm’s investment advisor representatives assess a company’s or a security’s attractiveness based on factors such as the company’s management, products, services, markets, sales, assets, and financial structure. Such fundamental research includes the review and analysis of issuer’s financial statements and other documents, meetings and communications with company officials and attendance at analysts’ meetings. Sources of information used by Ingalls include annual reports, prospectuses, and press releases issued by companies; filings with the Securities and Exchange Commission such as annual, quarterly and current reports; presentations at analysts’ meetings; direct communications with company personnel; financial publications, including newspapers and magazines; research materials prepared by others; and reports by corporate rating services. Investment strategies utilized by Ingalls include long-term purchases (securities held at least a year); short-term purchases (securities sold within a year), trading (securities sold within 30 days); short sales; margin transactions and option writing, including covered options, uncovered options or spreading strategies. As with any investment strategy, there is potential for profit as well as the possibility of loss. Asset allocation does not ensure a profit or guarantee against a loss. Ingalls does not guarantee any minimum level of investment performance or the success of any portfolio or investment strategy. All investments involve risk and investment recommendations will not always be profitable. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor's proceeds after sale of an investment may be worth more or less than the investment’s original cost. Some of the specific risks investors should consider prior to investing include, but are not limited to: • Market risks: The prices of, and the income generated by, common stocks, bonds, and other securities may decline in response to certain events taking place around the world, including those directly involving the issuers; conditions affecting the general economy; overall market changes; local, regional, or global political, social, or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate, and commodity price fluctuations. • Management risk: There is no guarantee that the Firm’s judgments about the intrinsic value and potential appreciation of a particular asset class or individual security are correct. Even if our assessment of the intrinsic value of a security is correct, it may take 9  a long period of time for the security to realize that intrinsic value and there is no guarantee that the stock market will recognize our estimate of the value of a security. • Interest rate risks: The prices of, and the income generated by, most debt and equity securities may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities generally will decline when interest rates rise and will increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, “call,” or refinance a security before its stated maturity date, which may result in investors having to reinvest the proceeds in lower-yielding securities. • Credit risks: Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. • Risks of investing outside the U.S.: Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent. Investments may also be affected by changes in the value of foreign currencies relative to the U.S. dollar, or the impact of currency controls; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; expropriation; changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the United States may also be subject to many of these risks to the extent such entities engage in foreign activity. Investments held at INGS are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency, entity, or person, unless otherwise noted and explicitly disclosed as such, and as such may lose value. • Liquidity risk: Some companies are not well known, have few shares outstanding, or can be significantly affected by political and economic events. Securities issued by these companies may be difficult to buy or sell and the value of strategies that buy these securities may rise and fall substantially. Smaller companies may not be listed on a stock market or traded through an organized market. They may be hard to value because they are developing new products or services for which there is not yet an established market or revenue stream. • Small and Mid-Cap issuer risk: Smaller capitalization securities involve greater issuer risk than larger capitalization securities, and the markets for such securities may be more volatile and less liquid. Specifically, small capitalization companies often have limited product lines, markets or financial resources and may be dependent on one person or a few key persons for management. The securities of such companies may be subject to more volatile market movements than securities of larger, more established companies, both because the securities typically are traded in lower volume and because the issuers typically are more subject to changes in earnings and prospects. 10  • Options: Purchasing put and call options, as well as writing such options, are highly specialized activities and entail greater than ordinary investment risks, especially when such options are not used as a hedge or are uncovered. Because option premiums paid or received by an Investor are small in relation to the market value of the investments underlying the options, buying and selling put and call options can result in large amounts of leverage. With respect to the Limited Partnerships, Investors should review the Limited Partnerships’ offering and other governing documents to understand the risks and potential conflicts of interest. However, the offering and other governing documents are not intended to serve as an exhaustive list or a comprehensive description of all risks and conflicts that may arise in connection with the management and operation of the Limited Partnerships. Portfolio Consulting to Unit Investment Trust(s) Ingalls provides portfolio consulting services to Hennion & Walsh, Inc. in connection with its SmartTrust ® Fundamental Equity Contrarians Trust (the “Trust”), a unit investment trust that seeks a total return potential through capital appreciation and dividend income. Ingalls selects a portfolio of equity securities that the Firm believes possess solid operating fundamentals but are not universally favored by the Wall Street analyst community. For example, companies recently selected were not consensus analyst “buys” using Bloomberg’s analyst rating system that the Firm believed possessed certain characteristics including financial flexibility (measured by current ratio), growth prospects (measured by expected earnings per share or “EPS” growth rates) and the potential for improved operating momentum (measured by stable-to-positive analyst earnings estimate revisions). Ingalls selected the Trust’s portfolio from securities meeting all six of the following criteria at the time of selection: • Were listed in the Russell 3000 Index with a market capitalization of $250 million or more; • Had positive analyst earnings revision trends (determined using the two-month fiscal quarter earnings revision trends based on the mean of all sell-side analyst estimates contributed to Bloomberg); • Had a consensus analyst earnings per share growth rate (determined based on the mean of all sell-side analyst estimates contributed to Bloomberg) greater than the Bloomberg consensus analyst estimate growth rate for the S&P 500 Index; • Had a Bloomberg consensus analyst rating of less than 4, indicating that there is not universal optimism by the analyst community (Bloomberg’s consensus analyst rating rates securities from 1 to 5 with 5 as the strongest rating of buy or similar and 1 as the weakest rating of sell or similar, with the final rating being the average of all brokers which have updated ratings of a security in the applicable time period); 11  • Had a last reported current ratio (current assets divided by current liabilities) that Ingalls viewed as healthy (defined as a last-reported current ratio of greater than 1.4 derived from Bloomberg data); and • Had a fiscal year price-to-earnings ratio based on Bloomberg consensus analyst earnings estimates of less than 23x. From the securities meeting the above criteria, Ingalls selected the twenty-five (25) securities with the lowest enterprise value to free cash flow ratio as calculated by Bloomberg to be included in the Trust’s portfolio. Investors can lose money by investing in the Trust. An investment in units of the Trust should be made with an understanding of the risks related to the Trust, such as the following: • The Trust is not actively managed. Except in limited circumstances, the trust will hold, and continue to buy, shares of the same securities even if their market value declines. • Security prices will fluctuate. The value of an investment may fall over time. • The financial condition of an issuer may worsen, or its credit ratings may drop, resulting in a reduction in the value of the units. This may occur at any point in time, including during the initial offering period. • The issuer of a security may be unwilling or unable to declare dividends in the future or may reduce the level of dividends declared. This may reduce the level of distributions the Trust pays which could reduce income and cause the value of the units to fall. • Securities selected for inclusion in the Trust may underperform the markets, relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means that an investor in the Trust may lose money or earn less than other comparable investments. • The Trust invests significantly in stocks of small and mid-size companies. These stocks are often more volatile and have lower trading volumes than stocks of larger companies. Small and mid-size companies may have limited products or financial resources, management inexperience and less publicly available information. • The Trust is considered to be concentrated in securities issued by companies in the consumer products and services sector. Negative developments in this sector will affect the value of an investment more than would be the case in a more diversified investment. General risks of companies in the consumer products and services sector include the general state of the economy, intense competition and consumer spending trends. Item 9 – Disciplinary Information On September 12, 2024, a Final Order was made final by the Commonwealth of Virginia State Corporation Commission (“VA Commission”) for allegations that between December 2021 and March 2023, Ingalls & Snyder violated Section 13.1-504C of the Virginia Securities Act for 12  retaining a third-party contractor to solicit prospective clients in Virginia without being registered in the state. Without admitting or denying the allegations, the matter was resolved for a fine of $5,000 and an additional $1,000 for reimbursement by Ingalls & Snyder for the cost incurred by the VA Commission in connection with this matter. Item 10 – Other Financial Industry Activities and Affiliations Ingalls is commonly owned by I&S Group, LLC with Ingalls & Snyder, LLC (“INGS”). INGS is registered as a broker-dealer with the Securities and Exchange Commission and is a member of the NYSE and FINRA. As a registered broker-dealer, INGS executes securities transactions for customers, including Ingalls’ advisory clients who have designated INGS as the broker-dealer through which securities transactions are to be executed. Advisory clients who have established brokerage accounts with INGS are generally charged commissions by INGS with respect to securities transactions, which may be higher or lower than the commissions charged by other broker-dealers. The granting of discretionary authority to Ingalls and the designation of INGS, an affiliated firm, as the brokerage firm through which transactions are executed presents a conflict of interest since the two affiliated companies would both be receiving separate fees related to the same transaction. Another example of where a conflict of interest would arise would be if Ingalls, in its capacity as an investment adviser, were to determine to sell a security for one advisory account and to purchase the same security for another advisory account and INGS, in its capacity as a broker-dealer, were to execute the transaction. If this were to occur, INGS would not charge any commissions in connection with the execution of the transaction. In addition, the Firm acts as investment adviser to certain private investment partnerships, including Ingalls & Snyder Value Partners, L.P., Underhill Partners, L.P., and IAS Alpha Partners LP, and interests in such entities have been offered to advisory clients. Also, INGS is a member of Underhill Capital L.L.C., the general partner of Underhill Partners, L.P. and is a member of IAS Alpha Capital LLC, the general partner of IAS Alpha Partners LP. The private investment partnerships may invest in a variety of securities. In addition, Thomas O. Boucher, Jr., Managing Director, Adam Janovic, Managing Director, and Robert L. Gipson, an Associate, are the general partners of Ingalls & Snyder Value Partners, L.P., a private investment partnership which invests in a variety of securities. Interests in the foregoing private investment partnerships have been offered to the Firm’s advisory clients, but Ingalls & Snyder Value Partners, L.P. is currently closed to new investors. As referenced above, Ingalls receives a performance-based fee in connection with its management of Underhill Partners, L.P. and IAS Alpha Partners LP. An adviser charging performance-based fees to some accounts faces a variety of conflicts because the adviser can potentially receive greater fees from its accounts having a performance-based compensation structure than from those accounts it charges a fee unrelated to performance (for example, an asset- based fee). As a result, the adviser may have an incentive to direct the best investment ideas to, or to allocate or sequence trades in favor of, the account that pays a performance fee. Although Ingalls has an incentive to favor advisory clients for whom it receives a performance-based fee, in no instance will Ingalls favor advisory clients paying performance-based fees over advisory clients 13  not paying performance-based fees. As a fiduciary, Ingalls recognizes its duties to act in good faith and with fairness in all of its dealings with all advisory clients. Ingalls also has an arrangement with a registered broker dealer related to the referral of prospects who express interest in life insurance products. Under the agreement with the broker dealer, INGS is paid a share of the compensation earned by the broker dealer pursuant to the sale of life insurance products to prospects referred by Ingalls. In order to manage this conflict, Ingalls discloses the fee arrangement with the broker dealer to each prospect that it refers so that the prospect may independently assess the merits of the proposed transaction. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Ingalls has adopted a Code of Ethics, which reflects the Firm’s fiduciary duties to its clients. Specifically, the Code of Ethics addresses securities transactions by its personnel involved in investment advisory activities, provides that Ingalls owes its clients duties of honesty, good faith, fair dealing, and further provides that employees must remain aware of and comply with regulatory requirements applicable to Ingalls’ advisory activities. Ingalls’ Code of Ethics will be provided to any client or prospective client upon request. The Chief Compliance Officer is responsible for enforcing the Firm’s Code of Ethics. In particular, the Chief Compliance Officer verifies that employees have submitted all required reports and have complied with the pre-trade clearance requirement regarding limited or private offerings and the prohibition on the purchase of initial public offerings. The review of reports also involves an assessment of personal securities transactions, including a comparison of employees’ transactions with those of clients. Ingalls personnel who become aware of violations of the Code of Ethics are required to report such violations to the Chief Compliance Officer, who will conduct an appropriate inquiry and take appropriate action. All of the Firm’s personnel engaged in advisory activities are required to review the Code of Ethics upon receipt and execute an acknowledgement that they have received and reviewed the Code Ethics. On occasion, Ingalls for its own account may purchase a security from or sell a security to an advisory client (“principal transaction”). Principal transactions present the potential for conflicts of interest. In order to address such potential conflicts, the Firm observes the following procedures: all principal transactions proposed by the Firm’s advisory personnel are presented to the Firm’s Chief Compliance Officer. In particular, the Chief Compliance Officer reviews the proposed written disclosures to clients regarding principal transactions and verifies compliance with applicable regulatory requirements. The Chief Compliance Officer also reviews the nature and terms of the proposed transactions and, in particular, the prices at which securities are to be sold to or purchased from advisory clients. The Chief Compliance Officer also reviews client consents prior to the execution of principal transactions. Advisory clients may designate the broker-dealer through which securities transactions are executed. As a registered broker-dealer, INGS may execute securities transactions for Ingalls’ advisory clients; however, advisory clients are not required to utilize INGS’ brokerage services in 14  connection with transactions in advisory accounts. Commissions on brokerage transactions are not fixed and INGS charges not more than $.02 per share for equity transactions, not more than $2.50 per $1,000 bond, not more than $2.00 per option contract and, in some instances, a minimum ticket charge of $5.00. INGS’ commission charges are negotiable and may vary among advisory clients. Other broker-dealers may charge lower commissions than INGS. On occasion, Ingalls effects transactions between investment advisory clients or brokerage clients of INGS (“agency cross transaction”). As a result, the Firm and its affiliate may have a potentially conflicting division of loyalties and responsibilities with respect to both parties to such transactions. In order to address such potential conflicts, INGS does not charge commissions on agency cross transactions. However, in the event commissions are charged by a third-party broker- dealer, Ingalls has formulated procedures regarding disclosures and client consents with respect to specific agency cross transactions and disclosures and client consents with respect to prospective transactions. With respect to specific agency cross transactions, the Chief Compliance Officer of the Firm reviews the proposed disclosure regarding an agency cross transaction and modifies such disclosure as appropriate. The Chief Compliance Officer also reviews the written consent of the client regarding an agency cross transaction. With respect to authorizations regarding prospective agency cross transactions, the Chief Compliance Officer reviews the proposed disclosure and verifies that arrangements have been made for the written confirmation of agency cross transactions, the forwarding to clients of an annual summary of all agency cross transactions and the disclosure in client statements that authorization regarding agency cross transactions may be terminated. The Chief Compliance Officer, prior to the execution of an agency cross transaction, verifies that the written authorization has been received from the advisory client. The Chief Compliance Officer further verifies that written confirmation of the agency cross transaction has been provided to clients, that clients have been provided with an annual summary of all agency cross transactions and that account statements disclose that the client may terminate the authorization regarding agency cross transactions at any time by written notice to Ingalls. As discussed above, INGS is a member of a limited liability company that is the general partner of a private investment partnership and Ingalls renders investment advisory services to such private investment partnership for which it may receive a percentage of the profits of such partnership. In addition, advisory personnel serve as the general partners of another private investment partnership. Other related persons of the Firm may also hold interests in such private investment partnerships. From time-to-time, Ingalls’ advisory personnel may recommend that advisory clients invest in such private investment partnerships. The advisory personnel’s economic interest in private investment partnerships they recommend that advisory clients invest in creates a conflict of interest. Ingalls believes that it is appropriate for investment advisory personnel to invest their personal funds in securities. Accordingly, the Firm, its members and employees may purchase or sell securities or other investment products for their own account. Prior to, simultaneously with or subsequent to such transactions, Ingalls may purchase or sell such securities or investment products or related securities or investment products for advisory accounts. Such transactions could create potential conflicts of interest as the decision to buy or sell a security for the account of an advisory client can affect the value of that security or a related security held by the Firm, a 15  member or an employee, and the decision to buy or sell a security by the Firm, a member or an employee can affect the value of a security or a related security held by an advisory client. However, any such transaction for the account of the Firm, a member or an employee will be affected only if the transaction is consistent with the Firm’s fiduciary duties to its clients and its applicable internal procedures then in effect. With respect to employees’ securities transactions, the Code of Ethics provides that Ingalls’ personnel who have access to nonpublic information regarding clients’ purchases or sales of securities, who are involved in making securities recommendations or who have access to such recommendations that are nonpublic are required to submit reports regarding their personal securities transactions. Such persons must submit a report reflecting all securities holdings upon becoming subject to the reporting requirements and thereafter on an annual basis. Such persons must also submit quarterly reports regarding purchases and sales of securities during the prior three-month period. In addition, persons subject to the reporting requirements are prohibited from acquiring any securities in an initial public offering and must obtain express, prior approval of any acquisition of securities in a limited or private offering. The Firm has adopted policies and procedures that address the service of certain investment adviser representatives as members of the boards of directors of publicly held companies. The policies and procedures, among other things, prescribe the times and circumstances under which such investment adviser representatives and other Ingalls personnel may purchase or sell securities issued by such companies for their own account or the accounts of advisory clients and provide for the review of transactions in the securities of such companies. Item 12 – Brokerage Practices Ingalls’ advisory clients may and generally have designated the broker-dealer through which securities transactions are affected. The commissions charged by broker-dealers to execute transactions may not be fixed and, in fact, may vary considerably. Advisory clients that designate broker-dealers to execute securities transactions negotiate and may agree to commissions being charged on transactions effected for their advisory account. INGS is the designated broker for all transactions done for the Donor Advised Fund (“DAF”) Program managed accounts. The designated broker may be changed upon the written request of a client at any time. Ingalls & Snyder, LLC as Designated Broker Most of the Firm’s advisory clients have designated Ingalls & Snyder, LLC (“INGS”), the Firm’s broker-dealer affiliate, as the broker-dealer through which securities transactions are to be executed. As a registered broker-dealer, INGS may negotiate brokerage commissions. INGS charges not more than $.02 per share for equity transactions, not more than $2.50 per $1,000 bond, not more than $2.00 per option contract and, in some instances, a minimum ticket charge of $5.00. INGS’ commission rates are negotiable, and the commission rates paid by its advisory clients vary. INGS’ receipt of commissions for trades directed by the Firm in client accounts creates a conflict of interest. Among other things, the Firm may not have an incentive to negotiate commission rates with INGS as it does with other broker-dealers. Other broker-dealers may charge lower or higher commission rates than INGS. In executing orders for investment advisory/brokerage clients in the over-the-counter market, INGS acts on an agency basis whereby the account pays a commission to INGS for executing the transaction in the open market and pays the purchase price of the security 16  to the seller. INGS does not receive a “mark-up” on the purchase price in circumstances where it charges a commission. Ingalls receives research or other products or services other than execution from a broker- dealer in connection with client securities transactions. This is known as a “soft dollar” relationship. Ingalls will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self- regulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, Ingalls may receive a product or service that may be used only partially for functions within Section 28(e). In such instances, Ingalls will make a good faith effort to determine the relative proportion of the product or service used to assist Ingalls in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting Ingalls in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Ingalls from its own resources. When soft dollar arrangements exist, Ingalls soft dollar committee meets regularly to review and evaluate the best execution practices of Ingalls in order to determine in good faith that, with respect to any research or other products or services received from a broker-dealer, the commissions are reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. This determination will be viewed in terms of either the specific transaction or Ingalls’ overall responsibilities to the accounts or portfolios over which Ingalls & Snyder exercises investment authority. When Ingalls uses client brokerage commissions to obtain research or other products or services, Ingalls receives research, products or services that it would otherwise have to produce or obtain from other sources. The receipt of soft dollar benefits may provide Ingalls with an incentive to select or recommend a broker-dealer based on Ingalls interest in receiving the research or other products or 17  services and may result in the selection of a broker-dealer on the basis of considerations other than Ingalls’ clients’ interest in receiving most favorable execution. Such practice may result in higher transaction costs than would otherwise be obtainable. In the event that an advisory client does not designate INGS or Schwab (another option made available to certain clients, the details of which are provided later in this section) to execute securities transactions and does not grant Ingalls authority to determine the broker to execute securities transactions but rather directs Ingalls to direct brokerage to a particular broker, Ingalls would not determine the commission charges such advisory client would incur, and would not be able to obtain best price and execution with respect to such advisory clients securities transactions. This may cost an advisory client directing brokerage more money. For example, the advisory client may pay higher brokerage commissions because Ingalls may not be able to aggregate orders to reduce transaction costs, or the advisory client may receive less favorable prices. The granting of discretionary authority to Ingalls and the designation of INGS as the brokerage firm through which transactions are executed presents a conflict of interest. A conflict of interest would arise if Ingalls, in its capacity as an investment adviser, were to determine to sell a security for one advisory account and to purchase the same security for another advisory account and if INGS, in its capacity as a broker-dealer, were to receive commissions from each account in connection with the execution of the transaction. Notwithstanding the conflict of interest, there are instances in which it may be appropriate to sell a security for one advisory account and purchase the same security for another advisory account and instances in which the sale of a security by one advisory account to another advisory account (“a cross trade”) may result in benefits to each account provided that no brokerage commissions or mark-up/mark-downs are charged. For example, one account may follow a mid-cap investment strategy and another account may observe a large-cap investment strategy; in the event an advisory account acquired a security categorized as a mid-cap stock and the security is subsequently categorized as a large cap stock, it may be appropriate for Ingalls to sell the newly-designated large cap security for the advisory account that follows a mid-cap strategy and to purchase the security for an advisory account that follows a large-cap strategy. In such or similar instances, Ingalls observes the following procedures in order to address potential conflicts of interests: (i) the investment adviser representative confirms that the sale of the subject security is consistent with the investment objectives of the advisory account that will sell the security, or, if the subject security is being sold in order to raise cash, that the advisory account does not hold other securities that may be more appropriately sold in light of the advisory account’s investment objectives, market conditions and other relevant considerations; (ii) the investment adviser representative confirms that the purchase of the subject security is consistent with the investment objectives of the advisory account that will acquire the security; (iii) the investment adviser determines the current market for the subject security and the price at which the cross trade will be affected; and (iv) the investment adviser representative has taken all necessary steps to ensure that neither advisory account is charged a brokerage commission or mark-up/mark-downs. 18  A report of cross trades is reviewed by the Firm’s Chief Compliance Officer on a daily basis covering cross trades conducted during the previous business day. Upon review, the Chief Compliance Officer will request additional information from the related investment adviser representative to obtain the basis of the cross, and confirm that the cross was consistent with the investment objectives of both accounts involved in the cross trades. Any cross trade deemed to be inconsistent with the investment objectives of both accounts involved will be cancelled. Ingalls advisory personnel who determine to purchase or sell a security for more than one advisory account generally aggregate such orders and direct them to INGS’ trading desk or to another broker-dealer at the same time to the extent practicable in light of market liquidity conditions. Such aggregation may enable Ingalls to obtain a more favorable price or a better commission rate based upon the volume of a particular transaction. However, in cases where the client has negotiated the commission rate directly with the broker, Ingalls will not be able to obtain more favorable commission rates based on an aggregated trade. In such cases, the client will be precluded from receiving the benefit of any possible commission discounts that might otherwise be available as a result of the aggregated trade. In cases where trading or investment restrictions are placed on a client's account, Ingalls may be precluded from aggregating that client's transaction with others. In such a case, the client may pay a higher commission rate and/or receive less favorable prices than clients who are able to participate in an aggregated order. In the event that order(s) are not filled at one price, the prices at which such order(s) are executed are averaged and each account receives the average price. In the event that the full number of shares indicated on order(s) are not acquired or disposed of, the shares acquired or disposed of are allocated on an equitable basis. Charles Schwab & Co. (“Schwab”) as Designated Broker Clients may also designate Schwab as the designated broker. Schwab is a FINRA- registered broker-dealer, member SIPC, and a qualified custodian. Ingalls is independently owned and operated and not affiliated with Schwab. If clients select Schwab, it will hold their assets in a brokerage account and buy and sell securities when Ingalls instructs them to. While Ingalls has an arrangement with Schwab to offer this option as an alternative, clients must decide whether to designate Schwab as their broker and open their accounts with Schwab by entering into an account agreement directly with Schwab. Ingalls does not open the account for clients. If a client chooses to open an account at Schwab, Ingalls does not maintain actual custody of the assets that it manages although Ingalls may be deemed to have custody of the assets if a client gives Ingalls authority to withdraw assets from the client’s account (see Item 15 – Custody, below). In coming to an arrangement with Schwab, Ingalls looked for a broker and custodian who will hold client assets and execute transactions on terms that are overall most advantageous when compared with other available providers and their services. Ingalls considers a wide range of factors, including these: • Combination of transaction execution services along with asset custody services (generally without a separate fee for custody) 19  • Capability to timely 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 (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.) • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) • Reputation, financial strength, and stability of the provider • Availability of other products and services that benefit us, as discussed below (see “Products and Services Available to Us from Schwab”) Schwab generally does not charge clients separately for custody services but is compensated by charging a client commissions or other fees on trades that it executes or that settle into a client’s Schwab account. Schwab’s commission rates applicable to our client accounts were negotiated based on our commitment to maintain $75 million of our clients’ assets in accounts at Schwab. This creates an incentive for Ingalls to have clients maintain, and increase, the amount of assets they maintain in their accounts at Schwab. This commitment benefits Ingalls clients because the overall commission rates clients pay are lower than they would be if Ingalls had not made the commitment. In addition to commissions Schwab charges clients a flat dollar amount as a “prime broker” or “trade away” fee for each trade executed by a broker-dealer other than Schwab but where the securities bought or the funds from the securities sold are deposited (settled) into a client’s Schwab account. These fees are in addition to the commissions or other compensation clients pay the executing broker-dealer. Because of this, in order to minimize trading costs, Schwab executes most trades for a client’s Schwab account. Schwab provides Ingalls’ clients and Ingalls with access to its institutional brokerage— trading, custody, reporting, and related services—many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help Ingalls manage or administer its clients’ accounts, while others help Ingalls manage its business. Here 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 at a financial firm with financial strength and stability. Services That May Not Directly Benefit Clients. Schwab also makes available to Ingalls other products and services that benefit it but may not directly benefit clients or their accounts. These products and services assist Ingalls in managing and administering its clients’ accounts. They include investment research, both Schwab’s own and that of third parties. Ingalls may use this 20  research to service all or some substantial number of Ingalls’ clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available 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; and • facilitate payment of our fees from our clients’ accounts. Third-Party Sponsored Wrap Programs Ingalls acts as an investment manager for one or more wrap programs sponsored by other non-affiliated broker-dealers or financial institutions. When Ingalls acts as a portfolio manager for such wrap programs, the Firm does not negotiate on the client’s behalf brokerage commissions for the execution of transactions in the client’s account that are executed by or through the program sponsor. These commissions are generally included in the “wrap’ fee charged by the program sponsor, although certain execution costs are typically not included in this fee and may be charged to the client (including but not limited to dealer spreads, certain dealer mark-ups or mark downs on principal trades, auction fees, fees charged by exchanges on a per transaction basis, other charges mandated by law, and certain other execution costs). Item 13 – Review of Accounts Ingalls’ advisory personnel review accounts regularly and at least quarterly. Generally, investment adviser representatives review investment objectives, guidelines and restrictions; portfolio structure, including specific securities held; adjustments to investment objectives, guidelines and restrictions; adjustments to portfolio securities based upon company prospects, prices of securities, general market considerations; and changes in clients’ circumstances. In addition, the Firm provides written account valuations no less frequently than quarterly. Clients should compare their custodian statements to the Ingalls account statements to ensure there are no discrepancies. In addition, the Chief Compliance Officer reviews all advisory client accounts at least annually. The Chief Compliance Officer, among other things, verifies that client advisory files contain suitability information, updated as required by the Firm’s policies and procedures; reviews account statements and verifies that transactions reflected in the account statements are suitable in light of relevant information regarding the client; and verifies that transactions for the account were executed in accordance with the client’s instructions regarding directed brokerage, if applicable. Item 14 – Client Referrals and Other Compensation When INGS acts as the designated broker dealer for clients, Ingalls invests or recommends 21  the investment of cash balances held in an advisory client’s account in a money market fund as to which INGS has an agreement providing for payment to INGS of customary fees based upon the amount of funds invested. Ingalls from time to time enters into arrangements providing for compensation by the Firm to third parties in exchange for referrals of prospective advisory clients who ultimately establish accounts with Ingalls. Ingalls and none of the referring parties are affiliated, and the referring parties are not authorized to provide investment advice on behalf of Ingalls. The referral fees paid by Ingalls to the referring parties are not passed on to referred clients, but the presence of these arrangements may affect Ingalls’ willingness to negotiate below its standard investment advisory fees and therefore, may affect the overall fees paid by referred clients. In order to advise prospects introduced through the Firm’s third-party referrers of the fee arrangement, the referrers must provide a disclosure of the fee arrangement between the referring party and Ingalls, along with a copy of Ingalls’ brochure. In addition, an acknowledgement must be obtained by the referring party from the referred prospect that they have been made aware of the compensation arrangement between Ingalls and the referring party. Ingalls currently has the following third-party referral arrangements as of the date of this document: • An agreement with an actuarial firm to pay 35% of the investment advisory fees paid by any advisory client resulting from an introduction by the actuarial firm. • An agreement with a broker-dealer to pay 60% of the fees paid by any advisory client resulting from an introduction by the broker-dealer. • An agreement with an individual to pay 25% of the fees paid by any advisory client resulting from an introduction by the individual referrer. For Ingalls accounts that are in custody at Schwab as a result of Ingalls’ recommendation, Ingalls receives an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors that have clients that maintain accounts at Schwab. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability of Schwab’s products and services to us is not based on our giving particular investment advice, such as buying particular securities for our clients. Item 15 – Custody Generally, advisory client funds and securities are maintained in accounts with INGS in its capacity as a registered broker-dealer. Investment adviser representatives are responsible for establishing such brokerage accounts at INGS for advisory clients. INGS distributes account statements to all clients on a monthly basis if it serves as custodian for such clients. On occasion, a prospective advisory client may request, and Ingalls may agree that such client’s funds and securities will be held in an account at another registered broker-dealer or at a bank. Prior to 22  establishing an account for an advisory client at another broker-dealer or at a bank, investment adviser representatives verify that such broker or dealer generates at least quarterly account statements and that such account statements reflect the amount of funds and each security in the account at the end of the period and transactions in the account during the relevant period. Ingalls does not generally establish accounts at other qualified custodians as agent or trustee for advisory clients. It is recommended that clients carefully review their account statements. INGS also serves as a managing member of a limited liability company that serves as a general partner of a limited partnership. Such limited partnership is subject to an annual audit by an independent public accountant and audited financial statements are distributed to limited partners and other beneficial owners of limited partnership interests. If a client’s account is held at Schwab, under government regulations, we are deemed to have custody of the client’s assets if the client authorizes Ingalls to instruct Schwab to deduct Ingalls’ advisory fees directly from a client’s account. Schwab maintains actual custody of the client’s assets. The client will receive account statements directly from Schwab at least quarterly. They will be sent to the email or postal mailing address provided by the client to Schwab. Each client should carefully review those statements promptly when received. In certain circumstances, clients may hold their assets at a custodian other than those mentioned above. However, because certain institutional clients authorize Ingalls to receive its advisory fees out of the assets in such clients’ accounts by sending invoices to the respective custodians of those accounts, Ingalls may be deemed by the SEC to have custody of the assets in those accounts. Such clients generally will receive account statements directly from their third- party custodians for the accounts and should carefully review these statements. Such clients should contact Ingalls immediately if they do not receive account statements from their custodian on at least a quarterly basis. Item 16 – Investment Discretion Generally, Ingalls’ advisory clients grant the Firm full discretionary authority to purchase or sell securities in accordance with the investment objectives and guidelines established by agreement between the Firm and the client at the time the account is established. The Firm’s advisory clients generally grant the Firm full authority to determine the amount of securities to be purchased or sold. However, certain advisory clients may specify certain restrictions to the activities in an account (e.g., no positions in certain issuers). Item 17 – Voting Client Securities Except for certain institutional accounts and accounts for which Ingalls has specifically agreed to vote on behalf of a client in the investment advisory agreement, Ingalls generally does not exercise voting authority with respect to client securities. In instances where INGS is the record owner of client securities and is not voting proxies for such client accounts, it has engaged Broadridge to act as its agent for the transmittal of proxies, proxy materials, information statements and annual reports to security holders. 23  Some third-party sponsored wrap program clients who have selected Ingalls as investment manager may elect for Ingalls to vote proxies on their behalf. For those who instruct Ingalls to vote proxies on their behalf, Ingalls has implemented policies and procedures that are reasonably designed to ensure that proxies are voted in the best interest of such clients. Ingalls’ authority to vote proxies is established through investment management agreements or comparable documents. Ingalls’ procedures include guidelines that are intended to provide a benchmark for voting standards. Each vote is ultimately cast on a case-by-case basis, taking into consideration Ingalls’ contractual obligations to such clients and all other relevant facts and circumstances at the time of the vote, such that these guidelines may be overridden to the extent Ingalls believes appropriate. When the client indicates that the client would like Ingalls to vote proxies, Ingalls will only vote proxies for the securities currently held in the client’s account. Ingalls will not be responsible for voting proxies for: (1) securities no longer held in the client’s account after the proxy vote record date; or (2) securities held in the account that are not part of Ingalls’ investment mandate such as unsupervised assets. General Voting Procedures Clients shall be responsible for notifying their custodians of the name and address of the person or entity with voting authority. The gathering and voting of proxies are coordinated by the proxy administrator and Ingalls maintains internal procedures to govern the processing of proxies, including handling client requests and monitoring for potential material conflicts. Research analysts, corporate action specialists with whom Ingalls has contracted and portfolio managers, otherwise referred to as voting persons, are responsible for determining appropriate voting positions on each proxy. Ingalls may decline to vote proxies. Unless requested by the client or instructed by any third-party corporate action specialists retained by Ingalls, Ingalls will not accept direction from third parties with regard to the voting of proxies, except in situations where a conflict of interests exists. Ingalls will take the investment guidelines of an account into consideration in deciding how to vote on a particular issue. Ingalls will vote proxies uniformly among clients unless directed in writing by our client. Item 18 – Financial Information Ingalls is not subject to nor affected by any financial condition that is reasonably likely to impair its ability to meet contractual and fiduciary commitments to clients. Ingalls has not been the subject of any bankruptcy petition. 24