INTERCHANGE CAPITAL PARTNERS, LLC

LOGO GOES HERE Interchange Capital Partners, LLC 301 Grant Street, Suite 3550 Pittsburgh, Pennsylvania 15219 Telephone: 412-307-4230 https://www.interchangecp.com/ October 2025 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Interchange Capital Partners. If you have any questions about the contents of this brochure, contact us at 412-307- 4230. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Interchange Capital Partners is available on the SEC's website at www.adviserinfo.sec.gov. Interchange Capital Partners is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Summary of Material Changes This brochure dated October 2025, serves as an other-than-annual update to the Adviser’s brochure last filed in August 2025 (“the prior brochure”). Material updates, discussed below, were made to this brochure. All other updates are routine. • Updating Ahmie Baum’s title to remove CCO in Item 10. 2  Item 3 Table of Contents Item 2 Summary of Material Changes ......................................................................................................... 2 Item 3 Table of Contents ............................................................................................................................. 3 Item 4 Advisory Business ............................................................................................................................ 4 Item 5 Fees and Compensation .................................................................................................................. 9 Item 6 Performance-Based Fees and Side-By-Side Management ............................................................ 12 Item 7 Types of Clients ............................................................................................................................. 12 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ....................................................... 12 Item 9 Disciplinary Information .................................................................................................................. 20 Item 10 Other Financial Industry Activities and Affiliations ........................................................................ 20 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................. 22 Item 12 Brokerage Practices ..................................................................................................................... 23 Item 13 Review of Accounts ...................................................................................................................... 25 Item 14 Client Referrals and Other Compensation .................................................................................... 26 Item 15 Custody ........................................................................................................................................ 26 Item 16 Investment Discretion ................................................................................................................... 28 Item 17 Voting Client Securities ................................................................................................................ 28 Item 18 Financial Information .................................................................................................................... 28 3  Item 4 Advisory Business Interchange Capital Partners is a registered investment adviser primarily based in Pittsburgh, Pennsylvania. We are organized as a limited liability company ("LLC") under the laws of the State of Delaware. We have been providing investment advisory services since June 2020. We are primarily owned by the Interchange 2024 Irrevocable Trust, with Interchange Capital Partners CEO, Brian Baum CFP®, as Trustee. Interchange Capital Partners offers a variety of advisory services, which include financial planning, business consulting, and investment and wealth management services. Prior to Interchange Capital Partners rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with Interchange Capital Partners setting forth the relevant terms and conditions of the advisory relationship (the "Advisory Agreement"). The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "The Firm," "we," "our," "it," and "us" refer to Interchange Capital Partners and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Investment Management and Wealth Management Services Interchange Capital Partners provides investment and wealth management services which include a broad range of financial planning and consulting services as well as discretionary and/or non- discretionary management of investment portfolios. Interchange Capital Partners tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. Interchange Capital Partners consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify Interchange Capital Partners if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Interchange Capital Partners determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm's management efforts. If a client selects to participate in Interchange Capital Partners' discretionary investment and wealth management services, Interchange Capital Partners requires clients to grant our firm discretionary authority to manage the client account(s). Subject to a grant of discretionary authorization, Interchange Capital Partners will have the authority and responsibility to formulate investment strategies on the client's behalf. Discretionary authorization will allow Interchange Capital Partners to determine the specific securities, and the amount of securities, to be purchased or sold for the client account(s) without obtaining the client's approval prior to each transaction. Discretionary authority is typically granted through the Advisory Agreement each client signs with Interchange Capital Partners, a limited power of attorney, or trading authorization forms. Interchange Capital Partners may also offer non-discretionary investment and wealth management services. If a client selects to enter into non-discretionary arrangements with Interchange Capital Partners, Interchange Capital Partners must obtain the client's approval prior to executing any transactions on behalf of the client's account(s). Clients have an unrestricted right to decline to implement any advice provided by Interchange Capital Partners on a non-discretionary basis. 4  Interchange Capital Partners may invest client assets according to one or more model portfolios developed by Interchange Capital Partners. These models are designed for investors with varying degrees of risk tolerance ranging from a more aggressive investment strategy to a more conservative investment approach. The Firm may use one or more independent investment managers ("Independent Managers") to manage a portion of your account on a discretionary basis, as described in more detail below. IRA Rollover Considerations As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because persons providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: 1. Leaving the funds in your employer's (former employer's) plan. 2. Moving the funds to a new employer's retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 2. Your current plan may have lower fees than our fees. a. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. b. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. 3. Our strategy may have higher risk than the option(s) provided to you in your plan. 4. Your current plan may also offer financial advice. 5. If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 73. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary. a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there 5  can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. 7. You may be able to take out a loan on your 401k, but not from an IRA. 8. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10. Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this brochure. Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our Assets Under Management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Fee-Based Insurance Interchange Capital Partners may use a third-party company to handle your insurance needs. This third party will offer fee-based insurance products to clients and Interchange Capital Partners will charge an annual advisory fee on the value of the insurance product. Generally, this third party will be the insurance agent of record on the insurance product and Interchange Capital Partners will manage the insurance product as part of our wealth management process. Use of Independent Managers As mentioned above, Interchange Capital Partners selects certain Independent Managers to actively manage a portion of its clients' assets. Interchange Capital Partners evaluates a variety of information about Independent Managers, which includes the Independent Managers' public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers' investment strategies, past performance and risk results in relation to its clients' individual 6  portfolio allocations and risk exposure. Interchange Capital Partners also takes into consideration each Independent Manager's management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. Interchange Capital Partners continues to provide services relative to the discretion of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. Interchange Capital Partners seeks to ensure the Independent Managers' strategies and target allocations remain aligned with its clients' investment objectives and overall best interests. Interchange Capital Partners has entered into a contractual relationship with Dynasty Financial Partners, LLC ("Dynasty"), which provides Interchange Capital Partners with operational and back office support including access to a network of service providers. Through the Dynasty network of service providers, Interchange Capital Partners has access to discounts on reporting, custody, brokerage, compliance and other related services. Dynasty charges a "Core Fee," which, unless otherwise disclosed, is included in Interchange Capital Partners' annual investment management fee, as described in Fees and Compensation section below. In addition, Dynasty's subsidiary, Dynasty Wealth Management, LLC ("DWM") is an SEC registered investment adviser, which also provides access to a range of investment services including: separately managed accounts ("SMAs"), mutual fund and ETF asset allocation strategies, and unified managed accounts ("UMAs") managed by external third party managers (collectively the "Investment Programs"). Interchange Capital Partners and its clients may separately engage the services of Dynasty and/or its subsidiaries to access the Investment Programs. Under the UMA program, Interchange Capital Partners will maintain the ability to construct a single portfolio by selecting the specific, underlying investment vehicles and asset allocations. Under the SMA program, Interchange Capital Partners has the ability to construct a single portfolio by selecting the specific, underlying manager, investment vehicles and/or asset allocations. Interchange Capital Partners may receive more advantageous pricing in the future as assets allocated to the Investment Programs increase. This arrangement presents a conflict of interest because Interchange Capital Partners is incentivized to allocate client investment assets to the Investment Programs in order to receive more advantageous pricing from Dynasty. DWM sponsors an investment management platform (the "Platform") that is available to the advisers in the Dynasty Network, such as Interchange Capital Partners. Through the Platform, DWM and Dynasty collectively provide certain technology, administrative, operations and advisory support services that allow advisers to manage their own portfolios and access independent third-party managers that provide discretionary services in the form of traditional managed accounts and investment models. Advisers can allocate all or a portion of client assets among the different independent third-party managers via the Platform. Advisers may also use the model management feature of the Platform by creating their own asset allocation model and underlying investments that comprise the model. Through the model management feature, advisers may be able to outsource the implementation of trade orders and periodic rebalancing of the model when needed. Interchange Capital Partners will maintain the direct contractual relationship with each client and obtain, through such agreements, the authority to engage independent third-party managers, DWM and/or Dynasty, as applicable, for services rendered through the Platform in service of such client. Interchange Capital Partners may delegate discretionary trading authority to DWM and/or independent third-party managers to effect investment and reinvestment of client assets with the ability to buy, sell or otherwise effect investment transactions and allocate client assets. If a client is participating in certain Investment Programs, DWM or the designated manager, as applicable, is also authorized without prior consultation of Interchange Capital Partners or the client to buy, sell, trade or allocate such client's assets in accordance with the client's designated portfolio and to deliver instructions to the designated broker-dealer and/or custodian of such client's assets. 7  Financial Planning and Business Consulting Services Interchange Capital Partners offers financial planning services which typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. These services can range from broad-based financial planning to consultative or single subject planning. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. We may also use financial planning software to determine your current financial position and to define and quantify your long-term goals and objectives. Once we specify those long-term objectives (both financial and non-financial), we will develop shorter-term, targeted objectives. Once we review and analyze the information you provide to our firm and the data derived from our financial planning software, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives. These services are available on a stand-alone basis, or they may also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm. Interchange Capital Partners also offers business consulting services which typically involve transition related services, including but not limited to, enterprise valuation, business value optimization, owner personal financial readiness, preparing the business for transition or sale, cash flow modeling for owners, and providing planning services for the owner(s) and family. Business clients and their owners are under no obligation to act on our recommendations. Should the business or its owners choose to act on any of our recommendations, they are not obligated to implement them through any of our other investment advisory services. Private Fund Management Interchange Capital Partners acts as a sub-adviser to one or more private funds (the "Funds" or each a "Fund") or separately managed accounts ("SMAs"). Specifically, we serve as an investment adviser to Funds and provide advice with respect to actions pertaining to the Fund's securities holdings in the manner and subject to the terms and conditions in the Fund's Fund Agreement. We manage the assets of these Funds on a discretionary basis in accordance with the overall investment objectives of each such Fund. Different strategies may be carried out for each Fund and therefore, there should be no expectation that the performance of any individual Fund would or should be similar to that of any other Fund. You should refer to the subscription agreement and other offering documents for a complete description of the fees, investment objectives, risks, and other relevant information associated with investing in the Funds. Investments in the Funds are not registered under the Securities Act of 1933, as amended, and are only offered after delivery of a private placement memorandum and execution of the subscription agreement and other offering documents. Investments in the Funds are offered only to accredited investors within the meaning of SEC Rule 501 of Regulation D of the Securities Act of 1933. Some Funds are offered only to qualified purchasers as defined within the meaning of Section 2(a)(51) of the Investment Company Act of 1940. Investments in the Funds are offered by private offering memorandum which provides investors with full disclosure regarding the objectives of the Funds, the risks involved with the offering and the minimum initial capital contribution or commitment 8  required. Interchange Capital Management also recommends certain private funds to qualified investors. Refer to the Client Referrals and Other Compensation section for additional information. Types of Investments We offer advice on equity securities, corporate debt securities (other than commercial paper), certificates of deposit, municipal securities, variable annuities, mutual fund shares, United States government securities, options contracts on securities, money market funds, REITs, structured notes, ETFs, interests in partnerships investing in real estate, interests in partnerships investing in oil and gas interests and private funds including private equity and venture capital funds. Additionally, we may advise you on various types of investments based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios. Clients can engage Interchange Capital Partners to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Interchange Capital Partners directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product's provider. Please refer to the Item 8 section below for additional disclosures on this topic. Since Interchange Capital Partners' investment strategies and advice are based on each client's specific financial situation, the investment advice our Firm provides to one client may be different or conflicting with the advice we give to other clients regarding the same security or investment. Regulatory Assets Under Management As of December 31, 2024, we provide continuous management services for $595,946,643 in client assets on a discretionary basis, and $0 in client assets on a non-discretionary basis. Interchange Capital Partners has changed the way that regulatory assets under management is calculated. The regulatory assets under management in previous years did not include accounts that were managed outside of investment models. All accounts managed by Interchange Capital Partners are now included in the regulatory assets under management and related data points. Item 5 Fees and Compensation Investment Management and Wealth Management Fees Interchange Capital Partners offers investment management services for an annual fee based on the amount of assets under Interchange Capital Partners management. This management fee will not exceed 2.75% or 275 basis points per annum. Wealth management fees are negotiable and depend upon the size and composition of a client's portfolio and the type of services rendered. The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by Interchange Capital Partners on the last day of the previous billing period. If assets in excess of $50,000 are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the interim change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the Account Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. 9  Additionally, for asset management services Interchange Capital Partners provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), Interchange Capital Partners may negotiate a fee rate that differs from the range set forth above. Financial Planning and Business Consulting Fees Interchange Capital Partners charges a fixed fee for financial planning services, which generally ranges between $12,000 and $120,000. The fee is negotiable depending upon the complexity and scope of the plan, your financial situation, your objectives or the business consulting engagement. At our discretion, we may offset our financial planning fees to the extent you implement the financial plan through our Portfolio Management Services. Interchange Capital Partners charges a fixed fee for business consulting services, which generally ranges between $15,000 and $50,000 for initial discovery/preliminary services and $12,000 and $100,000 per quarter thereafter for the ongoing engagement. Fees referenced above are typically paid by the company on the owner's behalf and are quoted per owner. The fee will be negotiable depending on the size of the business, scope of the services, and complexity of the engagement. You may terminate the financial planning or business consulting agreement upon 30 days written notice to our firm. If you have pre-paid financial planning or business consulting fees that we have not yet earned, you will receive a prorated refund of those fees. If financial planning fees are payable in arrears, you will be responsible for a prorated fee based on services performed prior to termination of the financial planning or business consulting agreement. Fees Related to the Use and Selection of Independent Managers In instances where Interchange Capital Partners utilizes Dynasty's Platform services as part of the management of the client's account, including the mutual fund and ETF asset allocation strategies, the advisory fee deducted from your account will include the advisory fees charged by independent managers on the platform. Independent Manager fees are determined by the particular program(s) and manager(s) with which the client assets are invested, and calculated based upon the percentage of the client's per household and assets under management, as applicable. Independent fixed income manager fees generally range from 0 - 0.20% annually, and independent equity manager fees generally range from 0 – 0.60% annually. The Platform fee for the mutual fund and ETF asset allocation strategies / models will be up to 0.04%. You should be aware that the underlying securities have internal expenses and/or management fees associated with them, however, Interchange Capital Partners does not participate in any of Dynasty's or other third-party fees. Private Fund Management Each Fund pays Interchange Capital Partners, as a sub-advisor manager and/or investment manager, an investment management fee (the "Management Fee"). These fees are calculated in accordance with the relevant governing documents and are typically a percentage of capital commitments or capital contributions, or a percentage of net asset value. Management Fees are generally payable quarterly in advance as a Fund expense. Interchange Capital Partners is also entitled to receive performance-based fees as further described under Item 6 below. Use of Margin or Securities-Backed Lines of Credit Interchange Capital Partners can recommend that certain clients utilize margin in the client's investment portfolio or other borrowing such as non-purpose loans. Interchange Capital Partners can accomplish this recommendation through two ways, either a securities-back line of credit or a margin loan, both have specific risks to consider. Interchange Capital Partners only recommends such borrowing for non-investment needs, such as bridge loans and other financing needs. The Firm's fees 10  are determined based upon the value of the assets being managed net of any margin or borrowing. The Firm will not, however, charge fees to accounts that, as a result of outstanding margin or borrowing, reflect a negative balance. Please refer to the Item 8 section of this brochure for additional details on the use of margin and securities-backed lines of credit. Account Additions and Withdrawals Clients can make additions to and withdrawals from their account at any time, subject to Interchange Capital Partners' right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client's account. Clients can withdraw account assets on notice to Interchange Capital Partners, subject to the usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client's investment objectives. Interchange Capital Partners may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Additional Fees and Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices, refer to the Brokerage Practices section of this brochure. We may trade client accounts on margin. Each client must sign a separate margin agreement before margin is extended to that client account. Fees for advice and execution on these securities are based on the total asset value of the account, which includes the value of the securities purchased on margin. While a negative amount may show on a client's statement for the margined security as the result of a lower net market value, the amount of the fee is based on the absolute market value. This creates a conflict of interest where we have an incentive to encourage the use of margin to create a higher market value and therefore receive a higher fee. The use of margin may also result in interest charges in addition to all other fees and expenses associated with the security involved. In addition to commissions or asset-based fees, Pershing Clearing & Custody Solutions ("Pershing") and other Prime Brokers charges you a flat dollar amount as a "prime broker" or "trade away" fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Pershing account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Compensation for the Sale of Securities or Other Investment Products Persons providing investment advice on behalf of our firm are licensed as independent insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these persons are separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. You are under no obligation, contractually or otherwise, to purchase insurance 11  products through any person affiliated with our firm. Item 6 Performance-Based Fees and Side-By-Side Management As disclosed in Item 5 of this Brochure, Interchange Capital Partners receives incentive or performance-based fee from a Fund (i.e., carried interest). Such incentive or performance-based fees are calculated based on a share of capital gains or capital appreciation of the assets of the private fund. Certain Funds are subject to hurdle rates prior to the earning of carried interest, as disclosed in the Fund's offering documents. To qualify for an investment in a private fund and its performance- based fee arrangement, an investor to the private fund must be a qualified investor, either as an accredited investor (who is also a qualified client) or qualified purchaser as applicable to the corresponding private fund offering documents. For a full description of the applicable fees, including performance-based fees, and expenses charged to the respective private fund, investors should review the associated offering documents. Interchange Capital Partners receives carried interest from a special purpose vehicle ("SPV"). Interchange Capital Partners recommends the SPV to clients and is also an investor in the SPV. Interchange Capital Partners does not control the SPV nor do we have influence in the management of the SPV. However, Interchange Capital Partners holds a Board Observer position. This presents a conflict of interest as Interchange Capital Partners has a financial interest and a financial incentive (carried interest) to recommend the SPV to you. Clients should be aware that incentive or performance-based fee arrangements create an incentive for Interchange Capital Partners to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Furthermore, Interchange Capital Partners has clients who do not pay incentive or performance-based fees which could create an incentive for Interchange Capital Partners to favor accounts that do pay such fees because compensation received from performance-based fee clients is more directly tied to the performance of their accounts. As fiduciary of the Funds, it is a requirement we not place our interests before its clients' interests when managing the Funds, and consequently we do not consider the potential receipt of incentive or other performance-based fees in our investment decision- making process for our Fund clients. Item 7 Types of Clients Interchange Capital offers investment advisory services to individuals (other than high net worth individuals), high net worth individuals, pensions/profit sharing plans, 401(k) plans, charitable organizations, pooled investment vehicles, and corporations or other business entities. In general, Interchange Capital does not require a minimum dollar amount to open and maintain an advisory account. However, we have the right to terminate your account if it falls below a minimum size which, in our sole opinion, is too small to manage effectively. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies Interchange Capital Partners believes that successful investing is goal-focused and planning-driven, and we help our clients organize their financial life into the three key areas of liquidity, longevity and legacy. Our investment philosophy is based on the following principles: • To the extent it is possible, make an ongoing conscious effort to minimize the portfolio drag from fees and taxes; 12  • Develop highly diversified low-cost index fund (using exchange traded fund or ETFs) portfolios to access a broad range of asset classes and market sectors; • Use asset-class based investments rather than manager-based security-selection investments; • Strategically reallocate investments as market conditions warrant; • Hold asset classes for extended periods of time and avoid chasing short-term trends; and • Periodically rebalance as needed to maintain proper asset allocation targets. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services, methods of analysis or investment strategies can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. We use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Charting Analysis - involves the gathering and processing of price and volume pattern information for a particular security, sector, broad index or commodity. This price and volume pattern information is analyzed. The resulting pattern and correlation data is used to detect departures from expected performance and diversification and predict future price movements and trends. Risk: Our charting analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Technical Analysis - involves studying past price patterns, trends and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical Analysis - a type of technical analysis that involves evaluating recurring price patterns and trends. Economic/business cycles may not be predictable and may have many fluctuations between 13  long-term expansions and contractions. Risk: The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Modern Portfolio Theory - a theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully diversifying the proportions of various assets. Risk: Market risk is that part of a security's risk that is common to all securities of the same general class (stocks and bonds) and thus cannot be eliminated by diversification. Long-Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long term, which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. Margin Transactions - a securities transaction in which an investor borrows money to purchase a security, in which case the security serves as collateral on the loan. Risk: If the value of the shares drops sufficiently, the investor will be required to either deposit more cash into the account or sell a portion of the stock in order to maintain the margin requirements of the account. This is known as a "margin call." An investor's overall risk includes the amount of money invested plus the amount that was loaned to them. Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. We will not perform quantitative or qualitative analysis of individual securities. Instead, we will advise you on how to allocate your assets among various classes of securities or third party money managers. We primarily rely on investment model portfolios and strategies developed by the third party money managers and their portfolio managers. We may replace/recommend replacing a third party money manager if there is a significant deviation in characteristics or performance from the stated strategy and/or benchmark. Digital Assets – We may invest client accounts in and/or advise clients on the purchase of virtual currencies, crypto-currencies, and digital coins and/or tokens ("Digital Assets"). This advice or investment may be in actual digital coins/tokens/currencies or via investment vehicles such as exchange traded funds (ETFs) or separately managed accounts (SMAs). The investment characteristics of Digital Assets generally differ from those of traditional securities, currencies, commodities (ex. Gold or Silver). Digital Assets are not backed by a central bank or a national, international organization, any hard assets, human capital, or other form of credit. Rather, Digital Assets are market-based: a Digital Asset's value is determined by (and fluctuates often, according to) 14  supply and demand factors, its adoption in the traditional commerce channels, and/or the value that various market participants place on it through their mutual agreement or transactions. Price Volatility of Digital Assets – A principal risk in trading Digital Assets is the rapid fluctuation of market price. The value of client portfolios relates in part to the value of the Digital Assets held in the client portfolio and fluctuations in the price of Digital Assets could adversely affect the value of a client's portfolio. There is no guarantee that a client will be able to achieve a better than average market price for Digital Assets or will purchase Digital Assets at the most favorable price available. The price of Digital Assets achieved by a client may be affected generally by a wide variety of complex factors such as supply and demand; availability and access to Digital Asset service providers (such as payment processors), exchanges, miners or other Digital Asset users and market participants; perceived or actual security vulnerability; and traditional risk factors including inflation levels; fiscal policy; interest rates; and political, natural and economic events. Digital Asset Service Providers – Service providers that support Digital Assets and the Digital Asset marketplace(s) may not be subject to the same regulatory and professional oversight as traditional securities service providers. Further, there is no assurance that the availability of and access to virtual currency service providers will not be negatively affected by government regulation or supply and demand of Digital Assets. Accordingly, companies or financial institutions that currently support virtual currency may not do so in the future. Custody of Digital Assets – Under the Advisers Act, SEC registered investment advisers are required to hold securities with "qualified custodians," among other requirements. Certain Digital Assets may be deemed to be securities. Many Digital Assets do not currently fall under the SEC definition of security and therefore many of the companies providing Digital Assets custodial services fall outside of the SEC's definition of "qualified custodian". Accordingly, clients seeking to purchase actual digital coins/tokens/currencies may need to use nonqualified custodians to hold all or a portion of their Digital Assets. Government Oversight of Digital Assets – Regulatory agencies and/or the constructs responsible for oversight of Digital Assets or a Digital Asset network may not be fully developed and subject to change. Regulators may adopt laws, regulations, policies or rules directly or indirectly affecting Digital Assets their treatment, transacting, custody, and valuation. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional regarding the investing of your assets. Custodians and broker-dealers must report the cost basis of equities acquired in client accounts. Your custodian will default to the First-In First-Out ("FIFO") accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Other Risk Considerations When evaluating risk, financial loss may be viewed differently by each client and may depend on many different risks, each of which may affect the probability and magnitude of any potential losses. The following risks may not be all-inclusive, but should be considered carefully by a prospective client before retaining our services. 15  Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price or it may not be possible to sell the investment at all. Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair or erase the value of an issuer's securities held by a client. Inflation and Interest Rate Risk: Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation 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. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an unforeseen event, for example, the loss of your job. This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time that the markets are down, you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired, or are nearing retirement. Recommendation of Particular Types of Securities We recommend various types of securities and we do not primarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. A description of the types of securities we may recommend to you and some of their inherent risks are provided below. Money Market Funds: A money market fund is technically a security. The fund managers attempt 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. The U.S. Securities and Exchange Commission ("SEC") notes that "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 Corporation ("FDIC") insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you do not know how much you will earn on your investment next month. The rate could go up or go down. If it goes up, that may result in a positive outcome. However, if it goes down and you earn less than you expected to earn, you may end up needing more cash. A final risk you are taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long-term average returns on money market funds tend to be less than long term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due 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 amount of interest or yield to maturity. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer 16  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. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and the overall health of the economy. In general, larger, better established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. ETFs may have tracking error risks. For example, the ETF investment adviser may not be able to cause the ETF's performance to match that of its Underlying Index or other benchmark, which may negatively affect the ETF's performance. In addition, for leveraged and inverse ETFs that seek to track the performance of their Underlying Indices or benchmarks on a daily basis, mathematical compounding may prevent the ETF from correlating with performance of its benchmark. In addition, an ETF may not have investment exposure to all of the securities included in its Underlying Index, or its weighting of investment exposure to such securities may vary from that of the Underlying Index. Some ETFs may invest in securities or financial instruments that are not included in the Underlying Index, but which are expected to yield similar performance. Variable Annuities: A variable annuity is a form of insurance where the seller or issuer (typically an insurance company) makes a series of future payments to a buyer (annuitant) in exchange for the immediate payment of a lump sum (single-payment annuity) or a series of regular payments (regular- payment annuity). The payment stream from the issuer to the annuitant has an unknown duration based principally upon the date of death of the annuitant. At this point, the contract will terminate and the remainder of the funds accumulated forfeited unless there are other annuitants or beneficiaries in the contract. Annuities can be purchased to provide an income during retirement. Unlike fixed annuities that make payments in fixed amounts or in amounts that increase by a fixed percentage, variable annuities pay amounts that vary according to the performance of a specified set of investments, typically bond and equity mutual funds. Many variable annuities typically impose asset-based sales charges or surrender charges for withdrawals within a specified period. Variable annuities may impose a variety of fees and expenses, in addition to sales and surrender charges, such as mortality and expense risk charges; administrative fees; underlying fund expenses; and charges for special features, all of which can reduce the return. Earnings in a variable annuity do not provide all the tax advantages of 401(k)s and other before-tax retirement plans. Once the investor starts withdrawing money from 17  their variable annuity, earnings are taxed at the ordinary income rate, rather than at the lower capital gains rates applied to other non-tax-deferred vehicles which are held for more than one year. Proceeds of most variable annuities do not receive a "step-up" in cost basis when the owner dies like stocks, bonds and mutual funds do. Some variable annuities offer "bonus credits." These are usually not free. In order to fund them, insurance companies typically impose mortality and expense charges and surrender charge periods. In an exchange of an existing annuity for a new annuity (so-called 1035 exchanges), the new variable annuity may have a lower contract value and a smaller death benefit; may impose new surrender charges or increase the period of time for which the surrender charge applies; may have higher annual fees; and provide another commission for the broker. Real Estate: Real estate is increasingly being used as part of a long-term core strategy due to increased market efficiency and increasing concerns about the future long-term variability of stock and bond returns. In fact, real estate is known for its ability to serve as a portfolio diversifier and inflation hedge. However, the asset class still bears a considerable amount of market risk. Real estate has shown itself to be very cyclical, somewhat mirroring the ups and downs of the overall economy. In addition to employment and demographic changes, real estate is also influenced by changes in interest rates and the credit markets, which affect the demand and supply of capital and thus real estate values. Along with changes in market fundamentals, investors wishing to add real estate as part of their core investment portfolios need to look for property concentrations by area or by property type. Because property returns are directly affected by local market basics, real estate portfolios that are too heavily concentrated in one area or property type can lose their risk mitigation attributes and bear additional risk by being too influenced by local or sector market changes. Limited Partnerships: A limited partnership is a financial affiliation that includes at least one general partner and a number of limited partners. The partnership invests in a venture, such as real estate development or oil exploration, for financial gain. The general partner has management authority and unlimited liability. The general partner runs the business and, in the event of bankruptcy, is responsible for all debts not paid or discharged. The limited partners have no management authority and their liability is limited to the amount of their capital commitment. Profits are divided between general and limited partners according to an arrangement formed at the creation of the partnership. The range of risks is dependent on the nature of the partnership and disclosed in the offering documents if privately placed. Publicly traded limited partnership have similar risk attributes to equities. However, like privately placed limited partnerships their tax treatment is under a different tax regime from equities. You should speak to your tax adviser in regard to their tax treatment. Private Investments: Investments in private funds, including debt or equity investments in operating and holding companies, investment funds, joint ventures, royalty streams, commodities, physical assets, and other similar types of investments, are highly illiquid and long-term. A portfolio's ability to transfer or dispose of private investments is expected to be highly restricted. The ability to withdraw funds from LP interests is usually restricted following the withdrawal provisions contained in an Offering Memorandum. In addition, substantial withdrawals by investors within a short period could require a fund to liquidate securities positions and other investments more rapidly than would otherwise be desirable, possibly reducing the value of the fund's assets or disrupting the fund's investment strategy. Options Contracts: Options are complex securities that involve risks and are not suitable for everyone. Option trading can be speculative in nature and carry substantial risk of loss. It is generally recommended that you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the "expiration date"). The two types of options are calls and puts: A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will increase 18  substantially before the option expires. A put gives the holder the right to sell an asset at a certain price within a specific period of time. Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock will fall before the option expires. Selling options is more complicated and can be even riskier. The option trading risks pertaining to options buyers are: • Risk of losing your entire investment in a relatively short period of time. • The risk of losing your entire investment increases if, as expiration nears, the stock is below the strike price of the call (for a call option) or if the stock is higher than the strike price of the put (for a put option). • European style options which do not have secondary markets on which to sell the options prior to expiration can only realize their value upon expiration. • Specific exercise provisions of a specific option contract may create risks. • Regulatory agencies may impose exercise restrictions, which stops you from realizing value. The option trading risks pertaining to options sellers are: • Options sold may be exercised at any time before expiration. • Covered Call traders forgo the right to profit when the underlying stock rises above the strike price of the call options sold and continue to risk a loss due to a decline in the underlying stock. • Writers of Naked Calls risk unlimited losses if the underlying stock rises. • Writers of Naked Puts risk substantial losses if the underlying stock drops. • Writers of naked positions run margin risks if the position goes into significant losses. Such risks may include liquidation by the broker. • Writers of call options could lose more money than a short seller of that stock could on the same rise on that underlying stock. This is an example of how the leverage in options can work against the option trader. • Writers of Naked Calls are obligated to deliver shares of the underlying stock if those call options are exercised. • Call options can be exercised outside of market hours such that effective remedy actions cannot be performed by the writer of those options. • Writers of stock options are obligated under the options that they sold even if a trading market is not available or that they are unable to perform a closing transaction. • The value of the underlying stock may surge or decline unexpectedly, leading to automatic exercises. Other option trading risks are: • The complexity of some option strategies is a significant risk on its own. • Option trading exchanges or markets and option contracts themselves are open to changes at all times. • Options markets have the right to halt the trading of any options, thus preventing investors from realizing value. • Risk of erroneous reporting of exercise value. • • If an options brokerage firm goes insolvent, investors trading through that firm may be affected. Internationally traded options have special risks due to timing across borders. Risks that are not specific to options trading include market risk, sector risk and individual stock risk. Option trading risks are closely related to stock risks, as stock options are a derivative of stocks. 19  Structured Products: A structured product, also known as a market-linked product, is generally a pre- packaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity, and have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of principal if held to maturity. However, these products are not always Federal Deposit Insurance Corporation insured; they may only be insured by the issuer, and thus have the potential for loss of principal in the case of a liquidity crisis, or other solvency problems with the issuing company. Investing in structured products involves a number of risks including but not limited to: fluctuations in the price, level or yield of underlying instruments, interest rates, currency values and credit quality; substantial loss of principal; limits on participation in any appreciation of the underlying instrument; limited liquidity; credit risk of the issuer; conflicts of interest; and other events that are difficult to predict. Item 9 Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item. Item 10 Other Financial Industry Activities and Affiliations No employee of Interchange Capital Partners is registered or has a pending registration as a broker- dealer, registered representative of a broker dealer, futures commission merchant, commodity pool operator, commodity trade adviser, or as an associated person of the foregoing entities. Licensed Insurance Agents and Affiliated Insurance Entity We are affiliated with Interchange Capital Insurance, LLC through common control and ownership. A number of the Firm's Supervised Persons are licensed insurance agents and offer certain insurance products on a fully disclosed commissionable basis. A conflict of interest exists to the extent that Interchange Capital Partners recommends the purchase of insurance products where its Supervised Persons are entitled to insurance commissions or other additional compensation. The Firm has procedures in place whereby it seeks to ensure that all recommendations are made in its clients' best interest regardless of any such affiliations. Referral arrangements with an affiliated entity present a conflict of interest for us because we have a direct or indirect financial incentive to recommend an affiliated firm's services. While we believe that compensation charged by an affiliated firm is competitive, such compensation may be higher than fees charged by other firms providing the same or similar services. You are under no obligation to use the services of any firm we recommend, whether affiliated or otherwise, and may obtain comparable services and/or lower fees through other firms. Recommendation of Other Advisers When appropriate, we recommend that you use a third party money manager ("TPMM") based on your needs and suitability. We will not receive separate compensation, directly or indirectly, from the TPMM 20  for recommending that you use their services. Moreover, we do not have any other business relationships with the recommended TPMM(s). Refer to the Advisory Business section of this Brochure for additional disclosures on this topic. Opto Investment Management, LLC Interchange Capital Partners refers qualified prospective investors to the Interchange Capital Partners Onramp Fund LP ("Onramp Fund"). We do not act as the investment manager or general partner to the Onramp Fund. However, we have been appointed by the Onramp Fund to review and approve or disapprove certain conflicts of interest involving the Onramp Fund and receive a portion of the carried interest distributions from the Onramp Fund. You should refer to the offering documents for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the Onramp Fund. This presents a conflict of interest as we have a financial incentive to recommend the Onramp Fund over other investments. Refer to the Performance-Based Fees and Side- By-Side Management section for additional information on the receipt of carried interest. Relationship with Dynasty Financial Partners, LLC As discussed above, Interchange Capital Partners maintains a business relationship with Dynasty Financial Partners, LLC ("Dynasty"). Dynasty offers operational and back office core service support including access to a network of service providers. Through the Dynasty network of service providers, Interchange Capital Partners has access to discounts on trading technology, transition support, reporting, custody, brokerage, compliance, and other related consulting services. While Interchange Capital Partners believes this open architecture structure for operational services best serves the interests of its advisory clients, this relationship presents certain conflicts of interest due to the fact that Dynasty retains a portion of the platform or other third party fees paid by the Firm or clients for the services referenced above. In light of the foregoing, Interchange Capital Partners seeks at all times to ensure that material conflicts are addressed on a fully disclosed basis and handled in a manner that is aligned with its clients' best interests. In addition, Interchange Capital Partners reviews all such relationships, including the service providers engaged through Dynasty, on an ongoing basis in an effort to ensure clients are receiving competitive rates in relation to the quality and scope of the services provided. Interchange Capital Partners has entered into an agreement with Dynasty Capital Strategies, LLC ("DCS"), a Dynasty affiliate, to sell, via a note, an agreed percentage of the revenue generated by Interchange Capital Partners and in return receives a fixed amount of funds payable over an agreed time frame. Such funds may be used for business transition expenses and other costs associated with launching operations and for business expansion. Interchange Capital Partners is not obligated to enter into such a note in order to obtain other services from Dynasty, however, such notes are only made available for advisors who are and remain members of the Dynasty network of registered investment advisors. The notes are subject to standard underwriting practices by Dynasty and are based on commercially reasonable terms. These arrangements present certain conflicts of interest due to the fact that Interchange Capital Partners is incentivized to use the services. In light of the forgoing, Interchange Capital Partners seeks at all times to ensure that material conflicts are addressed on a fully disclosed basis and handled in a manner that is aligned with its clients' best interests. Relationship with Defiant Capital Group, LLC Interchange Capital Partners maintains a business relationship with Defiant Capital Group, LLC ("Defiant"), a registered investment adviser with the State of Pennsylvania, for the purposes of leveraging their research and due diligence on alternative investments. Interchange Capital Partners compensates Defiant for these services. Interchange Capital Partners utilizes these resources in identifying certain types of alternative investment options for clients with the appropriate investment objective and risk tolerance as part of its discretionary investment management services. You will not pay more in the event Interchange Capital Partners uses these resources to identify an investment for 21  your accounts. Interchange Capital Partners recommends investments through its aforementioned relationship with Defiant Capital Group to clients, consistent with its fiduciary duty. Interchange Capital Partners is compensated through a revenue sharing agreement for making these recommendations. To the extent Interchange Capital Partners recommends the inclusion of an offering through Defiant Capital Group as an option through which to invest a client's assets, the receipt of such compensation creates a potential conflict of interest. M&A Consulting Services Mr. Brian Baum, CEO and Mr. Ahmie Baum, Executive Chairman of the Board, , separately provide M&A consulting services through Defiant Interchange Advisors. Although M&A consulting services may be offered to investment advisory clients, such services and corresponding fees are separate and apart from investment advisory services and fees. Clients are not obligated to use Messrs. Baum for consulting services. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics Interchange Capital Partners strives to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non- public information about you or your account holdings by persons associated with our firm. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions As discussed in Item 6 above, we invest in one or more special purpose investment vehicles ("SPVs") or Funds in which you may be solicited to invest. Our Company, certain members of its management, and other knowledgeable employees have acquired, directly or indirectly, investment interests in the SPVs and/or Funds, or have other financial interests (carried interest) related to the SPVs or Funds. This presents a conflict of interest because we have investments and/or are compensated by the SPVs or Funds. Additionally, we have been appointed by certain Funds to review and approve, or disapprove, certain conflicts of interest such as principal trades, on behalf of the Fund investors. Conflicts that arise are mitigated through our Company's fiduciary obligation to act in the best interest of our clients, contractual limitations that govern our activities with the Fund, as applicable, and the requirement of our Company not to place its interests before its clients' interests. If you are an investor in the Fund, refer to the Fund's offering documents for detailed disclosures regarding the private funds. Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated 22  with our firm shall have priority over your account in the purchase or sale of securities. Aggregated Trading Our firm or persons associated with our firm buys or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. We also combine our orders to purchase securities with your orders to purchase securities ("aggregated trading"). Refer to the Brokerage Practices section in this brochure for information on our aggregated trading practices. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. Item 12 Brokerage Practices Recommendation of Broker-Dealers for Client Transactions Interchange Capital Partners recommends that clients utilize the custody, brokerage and clearing services of Pershing, LLC ("Pershing") for investment management accounts. The final decision to custody assets with Pershing is at the discretion of the client, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA account holder. Interchange Capital Partners is independently owned and operated and not affiliated with Pershing. Pershing provides Interchange Capital Partners with access to its institutional trading and custody services, which are typically not available to retail investors. Factors which Interchange Capital Partners considers in recommending Pershing or any other broker- dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Pershing enables the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. Pershing has also agreed to reimburse clients for exit fees associated with moving accounts to Pershing. The reimbursement is only available up to a certain amount for all of the Firm's clients over a twelve month period. Fees are reimbursed on a first-come- first-served basis so that no clients are favored. The commissions and/or transaction fees charged by Pershing may be higher or lower than those charged by other Financial Institutions. The commissions paid by the Firm's clients to Pershing comply with the Firm's duty to obtain "best execution." Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where Interchange Capital Partners determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution's services, including among others, the value of research provided, execution capability, commission rates and responsiveness. Interchange Capital Partners seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Consistent with obtaining best execution, brokerage transactions are directed to certain broker-dealers in return for investment research products and/or services which assist Interchange Capital Partners in its investment decision-making process. Such research will be used to service all of the Firm's clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client's portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because Interchange Capital Partners does not have to produce or pay for the products or services. Interchange Capital Partners periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. 23  Research and Other Soft Dollar Benefits Interchange Capital Partners does not have any soft dollar arrangements. Software, Support and Economic Benefits Provided by Financial Institutions Interchange Capital Partners receives without cost from Pershing administrative support, computer software, related systems support, as well as other third party support as further described below (together "Support") which allow Interchange Capital Partners to better monitor client accounts maintained at Pershing and otherwise conduct its business. Interchange Capital Partners receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Pershing. The Support is not provided in connection with securities transactions of clients (i.e., not "soft dollars"). The Support benefits Interchange Capital Partners, but not its clients directly. Clients should be aware that Interchange Capital Partners' receipt of economic benefits such as the Support from a broker-dealer creates a conflict of interest since these benefits may influence the Firm's choice of broker-dealer over another that does not furnish similar software, systems support or services. In fulfilling its duties to its clients, Interchange Capital Partners endeavors at all times to put the interests of its clients first and has determined that the recommendation of Pershing is in the best interest of clients and satisfies the Firm's duty to seek best execution. Specifically, Interchange Capital Partners receives the following benefits from Pershing: i) receipt of duplicate client confirmations and bundled duplicate statements; ii) access to a trading desk that exclusively services its institutional traders; iii) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and iv) access to an electronic communication network for client order entry and account information. Pershing also makes available to the Firm, at no additional charge, certain research and brokerage services, including research services obtained by Pershing directly from independent research companies, as selected by Interchange Capital Partners (within specified parameters). These research and brokerage services are used by the Firm to manage accounts for which it has investment discretion. Without this arrangement, the Firm might be compelled to purchase the same or similar services at its own expense. Dynasty has assisted Interchange Capital Partners in negotiating or facilitating payments from Pershing in the form of credits to be applied toward qualifying third party service provider expenses incurred in relation to transition costs or the provision of core services. This may include, but is not limited to, support of Interchange Capital Partners' research, marketing, technology or software platforms. In some instances, Dynasty may serve in an administrative capacity to support the disbursement of these funds furnished by Pershing. Trade Away Transactions The Firm may execute trades with a broker-dealer other than the client's primary custodian that nonetheless settle at and are held at the client's primary custodian ("trade away transactions"). Trade away transactions can be entered into on behalf of clients that have entered into agreements for prime brokerage clearing services with their custodian. Because clients are not required to execute a separate agreement with the other broker-dealer to enter into trade away transactions, the Firm and its Supervised Persons have discretion in selecting the broker-dealer to use to effect client transactions. Please refer to the Fees and Compensation section for additional information related to the conflicts of interest related to trade away transactions. Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. 24  Directed Brokerage In limited circumstances, and at our discretion, some clients may instruct our firm to use one or more particular brokers for the transactions in their accounts. If you choose to direct our firm to use a particular broker, you should understand that this might prevent our firm from aggregating trades with other client accounts or from effectively negotiating brokerage commissions on your behalf. This practice may also prevent our firm from obtaining favorable net price and execution. Thus, when directing brokerage business, you should consider whether the commission expenses, execution, clearance, and settlement capabilities that you will obtain through your broker are adequately favorable in comparison to those that we would otherwise obtain for you. Aggregated Trades We combine multiple orders for shares of the same securities purchased for discretionary advisory accounts we manage (this practice is commonly referred to as "aggregated trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. Generally, participating accounts will pay a fixed transaction cost regardless of the number of shares transacted. In certain cases, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs on any given day. In the event an order is only partially filled, the shares will be allocated to participating accounts in a fair and equitable manner, typically in proportion to the size of each client's order. Accounts owned by our firm or persons associated with our firm may participate in aggregated trading with your accounts; however, they will not be given preferential treatment. We do not aggregate trades for non-discretionary accounts. Accordingly, non-discretionary accounts may pay different costs than discretionary accounts pay. If you enter into non-discretionary arrangements with our firm, we may not be able to buy and sell the same quantities of securities for you and you may pay higher commissions, fees, and/or transaction costs than clients who enter into discretionary arrangements with our firm. Mutual Fund Share Classes Mutual funds are sold with different share classes, which carry different cost structures. Each available share class is described in the mutual fund's prospectus. When we purchase, or recommend the purchase of, mutual funds for a client, we select the share class that is deemed to be in the client's best interest, taking into consideration the availability of advisory, institutional or retirement plan share classes, initial and ongoing share class costs, transaction costs (if any), tax implications, cost basis and other factors. We also review the mutual funds held in accounts that come under our management to determine whether a more beneficial share class is available, considering cost, tax implications, and the impact of contingent or deferred sales charges. Item 13 Review of Accounts Account Reviews Interchange Capital Partners monitors client portfolios on a continuous and ongoing basis while regular account reviews are conducted on at least a quarterly basis. Such reviews are conducted by one or more of the Firm's Principals and/or investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Interchange Capital Partners and to keep the Firm informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and quarterly to discuss the impact resulting from any changes in the client's financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from Interchange Capital 25  Partners and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from Interchange Capital Partners or an outside service provider. Item 14 Client Referrals and Other Compensation Dynasty has assisted us in negotiating or facilitating payments from Pershing in the form of credits to be applied toward qualifying third-party service provider expenses incurred in relation to transition costs or the provision of core services. This may include, but is not limited to, support of our research, marketing, technology or software platforms. In some instances, Dynasty may serve in an administrative capacity to support the disbursement of these funds furnished by the custodian. Refer to the Brokerage Practices section above for disclosures on research and other benefits we may receive resulting from our relationship with your account custodian. As disclosed under the Fees and Compensation section in this brochure, persons providing investment advice on behalf of our firm are licensed as independent insurance agents. These persons will earn commission-based compensation for selling insurance products. For information on the conflicts of interest this presents, and how we address these conflicts, refer to the Fees and Compensation section. Promoters Interchange has promoter agreements in place that allow for compensation of outside individuals or firms for client referrals. If a client is introduced by a promoter, Interchange Capital Partners may pay that promoter a referral fee in accordance with the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. Any such referral fee shall be paid solely from Interchange Capital Partner’s investment management fee and shall not result in any additional charge to the client. Recommendations of Private Funds Interchange Capital Partners refers qualified prospective investors to the Interchange Capital Partners Onramp Fund LP. We do not act as the investment manager or general partner to the Onramp Fund. However, we are a referring adviser and have been appointed by the Onramp Fund to review and approve or disapprove certain conflicts of interest involving the Onramp Fund and receive a portion of the carried interest distributions from the Onramp Fund. You should refer to the offering documents for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the Onramp Fund. This presents a conflict of interest as we have a financial incentive to recommend the Onramp Fund over other investments. Refer to the Performance- Based Fees and Side-By-Side Management section for additional information on the receipt of carried interest. Forgivable Loan We have also entered into an agreement with Dynasty RPN whereby Dynasty RPN has provided funding to our firm, in the form of a forgivable loan, for the purpose of establishing and growing our investment advisory business. As part of this agreement, our firm has agreed to use Dynasty RPN's brokerage and custody services for at least a certain period of time. This arrangement creates a conflict of interest in that we have a financial incentive to recommend Dynasty RPN's brokerage and custody services to our clients. Notwithstanding our agreement with Dynasty RPN, we believe that Dynasty RPN provides quality execution services based on several factors, including, but not limited to, the ability to provide professional services, reputation, experience and financial stability. Item 15 Custody 26  Interchange Capital Partners is deemed to have custody of client funds and securities because the Firm is given the ability to debit client accounts for payment of the Firm's fees. As such, client funds and securities are maintained at one or more Financial Institutions that serve as the qualified custodian with respect to such assets. Such qualified custodians will send account statements to clients at least once per calendar quarter that typically detail any transactions in such account for the relevant period. In addition, as discussed in Item 13, Interchange Capital Partners will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Interchange Capital Partners. Any other custody disclosures can be found in the Firm's Form ADV Part 1. Bill Pay Services Our firm, or persons associated with our firm, may effect transfers from client accounts to one or more third parties designated, in writing, by the client as part of our bill pay services. An adviser with authority to conduct such third party transfers or to sign checks on a client's behalf has access to the client's assets, and therefore has custody of the client's assets in any related accounts. Additionally, we are required to undergo a surprise custody audit on an annual basis with respect to funds over which we have custody. Trustee Services Brian Baum, of Interchange Capital Partners, serves as trustee to certain accounts for which we provide investment advisory services. Brian Baum's capacity as trustee gives our firm custody over the advisory accounts for which the individual serves as trustee. These accounts will be held with a bank, broker-dealer, or other qualified custodian. If Interchange Capital Partners acts as trustee for any of your advisory accounts, you will receive account statements from the qualified custodian(s) holding your funds and securities at least quarterly. You should carefully review account statements for accuracy. Standing Letter of Authorization ("SLOA") Our firm, or persons associated with our firm, may effect asset transfers from client accounts to one or more third parties designated, in writing, by the client without obtaining written client consent for each separate, individual transaction, as long as the client has provided us with written authorization to do so. Such written authorization is known as a Standing Letter of Authorization. An adviser with authority to conduct such third party asset transfers has access to the client's assets, and therefore has custody of the client's assets in any related accounts. However, we do not have to obtain a surprise annual audit with respect to SLOA accounts, as we otherwise would be required to by reason of having custody, as long as we meet the following criteria: 1. You provide a written, signed instruction to the qualified custodian that includes the third party's name and address or account number at a custodian; 2. You authorize us in writing to direct transfers to the third party either on a specified schedule or from time to time; 3. Your qualified custodian verifies your authorization (e.g., signature review) and provides a transfer of funds notice to you promptly after each transfer; 4. You can terminate or change the instruction; 5. We have no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party; 6. We maintain records showing that the third party is not a related party to us nor located at the same address as us; and 7. Your qualified custodian sends you, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. We hereby confirm that we meet the above criteria. 27  Item 16 Investment Discretion Before Interchange Capital Partners can buy or sell securities on your behalf, you must first sign our discretionary management agreement and the appropriate trading authorization forms. You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. You may specify investment objectives, guidelines, and/or impose certain conditions or investment parameters for your account(s). For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of the portfolio and/or restrictions or prohibitions of transactions in the securities of a specific industry or security. Refer to the Advisory Business section in this brochure for more information on our discretionary management services. If you enter into non-discretionary arrangements with our firm, we will obtain your approval prior to the execution of any transactions for your account(s). You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. Item 17 Voting Client Securities Generally, Interchange Capital Partners will not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of applicable securities, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitations to vote proxies. In its sole discretion, Interchange Capital Partners will only accept proxy voting authority under limited circumstances. Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. Item 18 Financial Information Interchange Capital Partners is not required to disclose any financial information due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. 28