KAI WEALTH LLC

BROCHURE OF Kai Wealth LLC 401 W. Superior Street, Suite 001 Chicago, IL 60654 October 22, 2025 Tel: (312) 605-8020 THIS BROCHURE PROVIDES INFORMATION ABOUT THE QUALIFICATIONS AND BUSINESS PRACTICES OF KAI WEALTH LLC (THE “FIRM”). IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENTS OF THIS BROCHURE, PLEASE CONTACT US AT (312) 605-8020 OR INFO@KAIWEALTH.COM. THE INFORMATION IN THIS BROCHURE HAS NOT BEEN APPROVED OR VERIFIED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE SECURITIES AUTHORITY. ADDITIONAL INFORMATION ABOUT THE FIRM ALSO IS AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.ADVISERINFO.SEC.GOV/. The delivery of this Brochure at any time does not imply that the information contained herein is correct as of any time subsequent to the date shown above. This Brochure will supersede all other documents containing information about Firm. Item 2. Material Changes Kai Wealth LLC (the “Firm”) has updated this ADV Part 2A “Brochure” since its last brochure filing with the SEC dated August 14, 2025. A summary of the changes since the last update is as follows: Item 4 was updated to reflect an increase in Regulatory Assets Under Management. In the future, this Item will discuss only specific material changes that are made to the Brochure and provide clients with a summary of such changes. PFS:009263.0001.3689091.5  Table of Contents Item 4. Advisory Business ……………………………………………………………………… 1 Item 5. Fees and Compensation ………………………………………………………………… 2 Item 6. Performance-Based Fees and Side-by-Side Management ….…..……………………… 3 Item 7. Types of Clients …….…………………………………………………………………. 5 Item 8. Methods of Analytics, Investment Strategies and Risk of Loss ………………………… 5 Item 9. Disciplinary Information ……………………………………………………………… 15 Item 10. Other Financial Industry Activities and Affiliations …….…………………………… 17 Item 11. Code of Ethics and Personal Trading Policies ………………………………………… 18 Item 12. Brokerage Practices …………………………………………………………………… 21 Item 13. Review of Accounts …………………………………………………………………… 17 Item 14. Client Referrals ………………………………………………………………………… 17 Item 15. Custody …………….………………………………………………………………… 23 Item 16. Investment Discretion ………….……………………………………………………… 23 Item 17. Proxy Voting Policy …………….……………………………………………………… 23 Item 18. Financial Information…………….…………………………………………………… 24 Part 2A – DISCLOSURE ITEMS ABOUT THE FIRM Item 4. ADVISORY BUSINESS A. Operational and Organizational Information: Kai Wealth LLC (the “Firm”) is a Delaware limited liability company that was formed on April 5, 2023. The Firm has been PFS:009263.0001.3689091.5  registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended, since October 2024. Registration as an investment adviser does not imply a level of skill or training. The Firm’s principal owner is Cem Karsan, who also serves as the firm’s Chief Compliance Officer. The Firm’s principal executive officers are Cem Karsan, Founder and CCO, and Scott Weber, COO. Given its size and scope, the Firm currently does not intend to implement a Governance Committee nor an Investment Committee. The investment and portfolio evaluations are under the authority of Cem Karsan. For more information, please see Item 8 - “Methods of Analysis.” B. Types of Advisory Services Offered: The Firm provides investment management services to qualified clients on a discretionary basis through separately managed accounts (“SMAs”). The SMAs include those owned by high-net-worth individuals, investment companies, and corporations. To advise SMAs, the Firm intends to utilize investment strategies custom tailored to different investor objectives. SMAs are sometimes referred to herein as the “Clients.” The firm also provides advisory services on a non-discretionary basis. C. Investment Guidelines: The Firm provides advisory services to its Clients based on specific mandates, guidelines, or restrictions set forth in the relevant Investment Management Agreement and/or other governing document (collectively the “Investment Management Agreements”), as applicable. D. Wrap Fee Programs: The Firm does not participate in wrap fee programs. E. Client Assets Under Management: As of the date of this Brochure, the Firm manages approximately $81,620,000 on a discretionary basis and $93,000,000 on a non- discretionary basis. The SEC has adopted a uniform method for advisers to calculate assets under management for regulatory purposes which it refers to as an adviser’s “regulatory assets under management.” Regulatory assets under management are generally an adviser’s gross assets, i.e., assets under management without deduction for outstanding indebtedness or other accrued but unpaid liabilities. The Firm will report changes to its regulatory assets under management in Item 5 of Part 1 of the Form ADV which you can find at www.adviserinfo.sec.gov. Item 5. FEES AND COMPENSATION A. Generally: All fees are individually negotiated. Depending on the Client and terms stated in the Investment Management Agreements, the Firm generally charges a management fee based upon assets under management (the “Management Fee”). The Firm allows for some flexibility in the Management Fee structure depending on individual circumstances. In certain situations, the Firm may charge a separate fee for certain unmanaged, self-directed assets on which the Firm advises and/or includes in its consolidated performance reporting. PFS:009263.0001.3689091.5  As a result of the variety of factors involved with establishing a fee structure and rate, certain Clients pay higher fees than other Clients with the same level of assets under management. Management Fees on a percentage basis may generally be lower for Clients with higher amounts of assets under management. The Firm has negotiated lower Management Fees for certain Clients, such as charitable organizations or employees’ family members and friends. Additionally, Management Fees may be waived entirely on accounts of the Firm’s employees and their family members (“proprietary accounts”). The Firm at times may work with Clients on a per-project basis, in which case fees for such projects are agreed upon and documented prior to the engagement. Such fees are set on an hourly or project basis and will vary based on the scope, duration, nature and complexity of the work. Fees for assets consisting of private investment vehicles and funds (e.g., hedge funds, private equity, or other investments that are not generally held by a Qualified Custodian (as hereinafter defined)) shall be determined using the capital account value set forth on the most recent capital account statement available to the Firm at the time of billing, or if no capital account statement is available, the initial investment account value. The Firm will use the initial investment amount for billing purposes until such capital account statement becomes available. Fees for specified consulting services with respect to the Client’s assets will be determined by the Firm based upon the specific scope of services. Such fees shall be communicated to and agreed upon with Client (which may be via electronic mail) in advance of such services. For an illustrative example of the Firm’s fee calculation, please see the Firm’s Form CRS. In addition, while the Firm presently does not charge or collect incentive or performance- based fees, in the future and only with Client consent the Firm may collect an Incentive Fee (as defined below) equal to a certain percentage of the net income generated for a Client (whether in an SMA or a Fund), as discussed in Item 6, below. No supervised person accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. B. Payment of Fees: Management Fees will be calculated and payable monthly or quarterly, in advance or in arrears, as specified in the applicable Investment Management Agreement. C. Additional Fees and Expenses: The Firm will be responsible for its own costs and expenses of operations. Such costs and expenses include normal operating overhead and the cost of providing relevant support and administrative services (e.g., employee compensation and benefits, rent, office equipment, computer systems, insurance, utilities, telephone, secretarial and bookkeeping services, etc.). PFS:009263.0001.3689091.5  Nonetheless, Clients will bear all their own direct and indirect expenses. In addition, Clients will incur brokerage and other transaction costs. Clients should review Item 12, which discusses conflicts of interest related to brokerage practices. Details concerning applicable fees and expenses are set forth in each Client’s respective Investment Management Agreement. D. Withdrawal: Subject to certain restrictions described in the Investment Management Agreements, in the event that an Investment Management Agreement is terminated with respect to, or by, the Firm, the Firm shall be entitled to, and Client shall pay, the Management Fees and the Incentive Fee, if any, which shall be computed (i) with respect to the Management Fees, on a pro rata basis, based upon the portion of the month for which the Firm performed investment advisory services with respect to Client assets, and (ii) with respect to the Incentive Fee, if any, as if the effective date of termination was the last day of the then current calendar quarter. E. Fees Paid in Advance: Management Fees are generally paid quarterly or monthly in advance. The Firm generally deducts Management Fees from Clients’ assets quarterly or monthly, as applicable per the Clients’ Investment Management Agreements; however, there are cases where the Firm bills a Client separately. In the event of a withdrawal, distribution, transfer or termination during a monthly or quarterly period, the Management Fee would be refunded or adjusted on a prorated basis, as appropriate. F. Additional Compensation of Supervised Persons: Neither the Firm nor any of its supervised persons accepts compensation for the sale of securities or other investment products. However, the Firm may pay solicitors of the Firm’s advisory services subject to the disclosure and other requirements of the Investment Advisers Act of 1940, as amended. Item 6. INCENTIVE FEES (I.E. PERFORMANCE BASED FEES) AND SIDE-BY-SIDE MANAGEMENT In addition to Management Fees, the Firm may receive an incentive fee (“Incentive Fee”) from Clients as more fully described below. A Client’s Investment Management Agreement with the Firm will define the terms of the Incentive Fee applicable to such Client. Clients who pay Incentive Fees generally will pay to the Firm an Incentive Fee of 20% of “New High Net Trading Profits” (defined below) generated by the Firm on account of a Client’s assets under management, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter (the “Incentive Measurement Date”). “New High Net Trading Profits” (for purposes of calculating the Firm’s Incentive Fees) will include such profits (as outlined below) since the Incentive Measurement Date of the most recent preceding calendar quarter for which an Incentive Fee was earned (or, with respect to the first Incentive Fee, as of the commencement of operations) (the “Incentive Measurement Period”). New PFS:009263.0001.3689091.5  High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from the Firm’s trading during such period (including (i) gross realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions, minus (iii) brokerage fees and commissions, exchange fees, give up fees, and other transaction related fees and expenses charged in connection with Client’s trading activities, and shall be calculated after the determination of the Firm’s Management Fee, but before deduction of any Incentive Fees payable during the Incentive Measurement Period) minus (iv) the “Carryforward Loss” (as defined in the next sentence), if any, as of the beginning of the Incentive Measurement Period. If the total of items (i) through (iv) above is negative at the end of an Incentive Measurement Period, such amount shall be the Carryforward Loss for the next quarter. Carryforward Losses shall be proportionately reduced to reflect reductions in Client assets allocated away from the Firm. Such proportional reduction shall be based upon the ratio that the reduction of assets allocated away from the Firm bears to the then current amount of assets which the Firm is managing prior to giving effect to such reduction in assets. New High Net Trading Profits shall not include interest earned or credited. New High Net Trading Profits shall be generated only to the extent that cumulative New High Net Trading Profits exceed the highest level of cumulative New High Net Trading Profits achieved as of a previous Incentive Measurement Date. Except as set forth below, net losses after proportional reduction under clause (v) above from prior quarters must be recouped before New High Net Trading Profits can again be generated. New High Net Trading Profits for an Incentive Measurement Period shall exclude additions to assets in an Incentive Measurement Period, reductions in assets during an Incentive Measurement Period, as well as losses, if any, associated with reductions during the Incentive Measurement Period and prior to the Incentive Measurement Date. In calculating New High Net Trading Profits, Incentive Fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent periods. Item 7. TYPES OF CLIENTS As discussed in the Advisory Business section above, the Firm will provide advisory services to sophisticated investors (individuals and entities, including pooled investment vehicles) on a discretionary basis in accordance with such Client’s Investment Management Agreement. The minimum initial assets under management for a Client generally will be determined by the Firm and the Client and will generally be set out in the Client’s Investment Management Agreement. Any minimum amounts may be waived by the Firm in its discretion. For information regarding minimum investment amounts in any specific SMA or Fund vehicle, please refer to the relevant Investment Management Agreement or, in the case of a Fund, the Fund’s offering materials. Item 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A. Methods of Analysis and Investment Strategies: The Firm employs multiple investment strategies using a wide array of instruments to seek to profit from changes in the prices of capital market variables. The Firm attempts to locate mispriced instruments, then transacts PFS:009263.0001.3689091.5  in them in an effort to capture gains from their subsequent revaluation. The Firm’s research processes are broad and comprehensive. Extensive modeling of securities and investments along with sophisticated risk assessment techniques provide a framework for evaluating investment opportunities which are sourced from a global opportunity set. The Firm may also invest some or all or all of the Client account assets with external third- party managers and their respective underlying funds. The Firm seeks high-quality managers in accordance with each Client’s investment guidelines. This prong of the Firm’s investment philosophy is focused on manager selection, being of the upmost importance when building a high-quality portfolio. The Firm intends to dedicate substantial resources to sourcing, evaluating, accessing, and selecting managers and/or third-party private funds and sub-funds that the Firm believes are highly knowledgeable and capable and that have a demonstrated successful track record. No assurance can be given, however, that these objectives will be achieved, and investment results may vary substantially over time and from period to period. B. Risks Associated with the Firm’s Investment Strategies: The Firm’s investment strategies involve a significant amount of risk and all Clients should discuss such risks with the Firm and with such Client’s professional advisors ask of the Firm all such questions as they shall deem necessary before engaging the Firm. All Clients should be able to bear a complete loss of their assets. Some of the risks of engaging the Firm are set forth below. 1. Dependence on Sole Investment Decision Maker: Substantially all decisions with respect to the management of the Clients’ assets are made exclusively by the Firm’s founding partner, Cem Karsan. Accordingly, no person or entity should sign any SMA or subscribe to any Fund unless such person or entity is willing to entrust all aspects of management of the assets subject to such SMA or Fund documents to Mr. Karsan in his capacity as the sole investment decision maker for the Firm. 2. Risks Faced by the Firm: The Firm is subject to several operational risks such as the ability to provide an adequate operating environment including, but not limited to, back-office functions, trade processing, accounting, administration, risk management, valuation services and reporting. The Firm’s operations could be affected by political events (including government shutdowns, wars, terrorist activities or security operations), natural disasters, disease, pandemics or other severe public health events, particularly if staff members are unable to access their offices or remote work arrangements. The Firm may also face competition from other investment advisors and funds which may be more established and have larger capital bases and larger numbers of qualified management and technical personnel. Additionally, the Firm may pursue over time different investment strategies which may limit the ability to assess a Firm’s ability to achieve its long-term investment objective. Furthermore, a Firm may face additional risks as its assets under management increase over time. In such instances, the Firm may not be able to handle properly its PFS:009263.0001.3689091.5  increased capital base. There is no guarantee that the Firm will be able to overcome these obstacles to generate a profit. 3. Proprietary Investment Strategies: The Firm may use proprietary investment strategies that are based on considerations and factors that are not fully disclosed to the Client. These strategies may involve risks under some market conditions that are not anticipated by the Firm. The Firm may use investment strategies that differ from those typically employed by traditional managers of portfolios of stocks and bonds. The strategies employed by the Firm may involve significantly more risk and higher transaction costs than more traditional investment methods. Moreover, it is possible that the performance of the Client’s investments may be closely correlated in some market conditions, resulting (if those returns are negative) in significant losses. 4. Capital Reallocations Among Accounts: In making asset allocation decisions, the Firm may make allocations to or from one or more Client accounts which might be detrimental if considered on a stand-alone basis but which are intended to benefit the overall portfolio of the Client. There can be no assurance, however, that any such reallocations will enhance the performance of the overall portfolio of the Client account. 5. Short Selling: The Firm’s investment program contemplates that a portion of Client assets will be invested in selling securities short. Although the Firm may sell short a variety of assets, it expects most short trades to be in equity securities. Short selling involves the sale of a security that a Client does not own and must borrow in order to make delivery in the hope of purchasing the same security at a later date at a lower price. In order to make delivery to its purchaser, the Client must borrow securities from a third-party lender. The Client subsequently returns the borrowed securities to the lender by delivering to the lender the securities it receives in the transaction or by purchasing securities in the open market. Clients must generally pledge cash with the lender equal to the market price of the borrowed securities. This deposit may be increased or decreased in accordance with changes in the market price of the borrowed securities. During the period in which the securities are borrowed, the lender typically retains its right to receive interest and dividends accruing to the securities. In exchange, in addition to lending the securities, the lender generally pays the Client a fee for the use of the Client’s cash. This fee is based on prevailing interest rates, the availability of the particular security for borrowing, and other market factors. Theoretically, securities sold short are subject to unlimited risk of loss because there is no limit on the price to which a security may appreciate before the short position is closed. In addition, the supply of securities that can be borrowed fluctuates from time to time. Clients may be subject to substantial losses if a security lender demands return of the lent securities and an alternative lending source cannot be found. 6. Options and Futures: The Firm may invest a Client’s assets in options. Options positions may include long positions, where the Client is the holder of put or call options. Although option techniques can increase investment return, they can also involve a relatively higher level of risk. The expiration of unexercised long options effectively results in loss of the entire cost, or premium paid for the option. Conversely, the writing of an uncovered put or call option can involve, similar PFS:009263.0001.3689091.5  to short-selling, a theoretically unlimited risk of an increase in the Client’s cost of selling or purchasing the underlying securities in the event of exercise of the option. 7. Highly Volatile Instruments: The prices of financial instruments in which the Firm may cause the Client to invest can be highly volatile. Price movements of high yield debt obligations, currency and other instruments may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and financial instrument options. A Client’s returns could be materially adversely affected by any such governmental interventions. Such intervention often is intended to influence prices directly and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. 8. Leverage: When deemed appropriate by the Firm and subject to applicable regulations as well as any limitations contained in the applicable Investment Management Agreement, the Client may incur leverage in its investment program, whether directly through the use of borrowed funds, or indirectly through investment in certain types of financial instruments with inherent leverage, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities while giving the purchaser the full benefit of movement in the market of those underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent the Client purchases securities with borrowed funds, its net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the investment results. If the interest expense on this leverage were to exceed the net return on the investments made with borrowed funds, the use of leverage would result in a lower rate of return than if the Client’s investments were not leveraged. 9. Market Volatility: The profitability of the investments chosen by the Firm substantially depends upon the Firm correctly assessing the future price movements of stocks, bonds, options on stocks, and other financial instruments and the movements of interest rates. The Firm cannot guarantee that it will be successful in accurately predicting price and interest rate movements. 10. Broad Discretionary Power to Choose Investments and Strategies: The Investment Management Agreements give the Firm broad discretionary power to decide what investments the Firm will make on behalf of Clients and what strategies the Firm will use. While the Firm currently intends to use the strategies laid out in the Investment Management Agreements, it is not obligated to do so, and it may choose any other investments and strategies that it believes are advisable. 11. Lack of Insurance: Client assets are not insured by any government or private insurer, except to the extent portions may be deposited in bank accounts insured by the Federal Deposit Insurance PFS:009263.0001.3689091.5  Corporation or with brokers insured by the Securities Investor Protection Corporation and such deposits and securities are subject to such insurance coverage (which, in any event, is limited in amount). Therefore, in the event of the insolvency of a depository or custodian, Clients may be unable to recover all of their funds or the value of securities so deposited. 12. Risks Associated with Non-Diversification: The Firm intends to cause a Client to hold diversified positions. However, the Firm is not subject to any formal policies regarding diversification unless set forth in a Client’s Investment Management Agreement. The Firm may sometimes concentrate holdings in industries, geographic regions or companies which, in light of investment considerations, market risks and other factors, the Firm believes will provide the best opportunity for attractive risk-adjusted returns. The concentration of assets in a small number of issuers, in any one industry or a small number of industries, or in a single industry would subject Clients to a greater degree of risk with respect to the failure of one or a few investments or with respect to economic variations in relation to such industry or industries. 13. Competition: The securities industry and the varied strategies and techniques to be engaged in by the Firm are extremely competitive and each involves a degree of risk. The Firm will compete with firms, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. 14. Investment Activities: Investment activities involve a significant degree of risk. The performance of any investment is subject to numerous factors which are neither within the control of nor predictable by the Firm. Such factors include a wide range of economic, political, competitive and other conditions (including acts of terrorism and war) that may affect investments in general or specific industries or companies. In recent years, the securities markets have become increasingly volatile, which may adversely affect the ability of Clients to realize profits. As a result of the nature of the investing activities, it is possible that financial performance may fluctuate substantially from period to period. 15. Material Non-Public Information: By reason of their responsibilities in connection with other activities of the Firm and/or its affiliates, certain principals or employees of the Firm and/or its affiliates may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Firm will not be free to act upon any such information. Due to these restrictions, the Firm may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. 16. Accuracy of Public Information: The Firm may select investments for Clients, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to the Firm by the issuers or through sources other than the issuers. Although the Firm evaluates such information and data and may seek independent corroboration when the Firm considers it is appropriate and when it is reasonably available, the Firm is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some PFS:009263.0001.3689091.5  cases, complete and accurate information may not be available. Investments may not perform as expected if information is inaccurate. 17. Derivatives: The Firm may allocate Client assets to complex derivative contracts that seek to modify or emulate the investment performance of particular securities, commodities, interest rates, indices, or markets. Derivatives may have very high leverage embedded in them that can substantially magnify market movements and result in losses greater than the amount invested. Substantially all of the Clients’ derivative transactions will be effected on the over-the-counter or inter-dealer markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of exchange-based markets. This lack of credit evaluation and oversight exposes Clients to the risk that a counterparty will not settle a contract because of credit or liquidity problems or because of disputes over the terms of the contract. In addition, at any given time, the valuation of a derivative may at times be based on models or assumptions that do not accurately reflect underlying market conditions or risk of default. Similarly, a Client may be in a position where it is required to rely on the counterparty for valuations of a derivative to which the Client is a party, in which case such counterparty may have an incentive to provide a valuation more favorable to the counterparty than warranted by market conditions. While it is expected that a major international financial institution will be the counterparty in substantially all Client derivative transactions, the Firm is not restricted from dealing with any particular counterparty or from concentrating substantially all of its transactions with a single counterparty. 18. Hedging Transactions. Hedging strategies in general are usually intended to limit or reduce investment risk, but can also be expected to limit or reduce the potential for profit. No assurance can be given that any particular hedging strategy will be successful. The Firm may utilize financial instruments on behalf of certain Clients, including, but not limited to, forward contracts, options and interest rate swaps, caps and floors to seek to hedge against fluctuations in the relative values of the Client’s positions as a result of changes in currency exchange rates, certain changes in the equity markets and changes in interest rates. Hedging against a decline in the value of positions does not eliminate fluctuations in the values of positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the positions’ value. Such hedging transactions also limit the opportunity for gain if the value of the positions should increase. Moreover, it may not be possible for the Firm to hedge against a fluctuation at a price sufficient to protect assets from the decline in value of the positions anticipated as a result of such fluctuations. For example, the cost of options is related, in part, to the degree of volatility of the underlying securities. Accordingly options on highly volatile securities may be more expensive than options on other securities and of limited utility in hedging against fluctuations in those securities. The Firm is not obligated to establish hedges for positions and may not do so. To the extent that hedging transactions are effected, their success is dependent on the Firm’s ability to correctly predict movements in the direction of currency and interest rates and the equity markets or sectors thereof. PFS:009263.0001.3689091.5  19. Market or Interest Rate Risk: The price of most fixed income securities move in the opposite direction of the change in interest rates. For example, as interest rates rise, the prices of fixed income securities fall. If a Client holds a fixed income security to maturity, the change in its price before maturity may have little impact on such Client’s account performance; however, if a Client has to sell the fixed income security before the maturity date, an increase in interest rates could result in a loss to such Client. 20. Foreign Securities: The Firm may invest a portion of a Client’s assets in securities of companies domiciled or operating in one or more foreign countries. Investing in these securities involves considerations and possible risks not typically involved in securities of companies domiciled and operating in U.S., including instability of some foreign governments, the possibility of expropriation, limitations on the use or removal of funds or other assets, changes in governmental administration or economic or monetary policy (in the U.S. or abroad) or changed circumstances in dealings between nations. The application of foreign tax laws (e.g., the imposition of withholding taxes on dividend or interest payments) or confiscatory taxation may also affect investment in foreign securities. Higher expenses may result from investment in foreign securities than would from investment in domestic securities because of the costs that must be incurred in connection with conversions between various currencies and foreign brokerage commissions that may be higher than the U.S. Foreign securities markets also may be less liquid, more volatile and less subject to governmental supervision than in the U.S. Investments in foreign countries could be affected by other factors not present in the U.S., including lack of uniform accounting, auditing and financial reporting standards and potential difficulties in enforcing contractual obligations. 21. Quantitative Strategies: The Firm may pursue quantitative or systematic trading strategies that utilize computer pricing models or proprietary or licensed technology to identify overpriced or underpriced instruments in relationship to an assumed norm. These strategies and systems may not be successful on an ongoing basis, could contain errors, omissions, imperfections or malfunctions, or could be degraded, corrupted or compromised. Any errors, omissions, imperfections, malfunctions, degradations, corruptions or compromises in strategies or systems could affect the ability of the Firm to implement its investment program. Despite testing, monitoring and independent safeguards, these errors may result in, among other things, execution and allocation failures and failures to properly gather, organize and analyze large amounts of data from third parties and other external sources. More specifically, as it is not possible or practicable for a Firm to factor all relevant available data into quantitative model forecasts or trading decisions, the Firm (or affiliated licensors of such data) will use its discretion to determine what data to gather with respect to an investment strategy and what subset of that data the models will take into account to produce forecasts that may have an impact on ultimate investment and trading decisions. Clients should be aware that there is no guarantee that the Firm will use quantitative techniques or use any specific data or type of data in generating forecasts or making trading decisions on behalf of the Client, nor is there any guarantee that the data actually utilized in generating forecasts or making trading decisions on behalf of the Client will be (i) the most accurate data available, (ii) free from errors, corruptions, or interruptions or (iii) delivered or accessible in a timely manner. In addition, the use of predictive or algorithmic models often have inherent risks because the construction of the model is dependent on historical data supplied by third parties and the success of such models PFS:009263.0001.3689091.5  depends heavily on the accuracy and reliability of the supplied historical data. Errors are often extremely difficult to detect and some may go undetected for long periods of time and some may never be detected. The adverse impact caused by these errors can compound over time. The Firm’s strategies and systems may operate effectively in isolation, but may generate unintended consequences when interfacing with trading, risk or other investment tools, models, systems or databases. Some quantitative strategies incorporate a discretionary component in which the Firm can override the recommendation of the computer model, whereas other quantitative strategies trade solely based on the model’s outputs. Such an override or intervention could result in greater losses than would be the case if there had been no intervention or could result in the model being overridden or inactive at a time when the model would have achieved gains for the Client. Trading based on these models is subject to the risks that the instruments will not increase or decrease as predicted by the models, the models will not be successful in forecasting movements in industries, sectors or companies or in determining the size, direction or weighting of investment positions or that trades dictated by the models may not be executed in time to take advantage of the price disparities. Any factor which would make it more difficult to execute trades in accordance with the models’ signals, such as a significant lessening of liquidity in a particular market, would also be detrimental to profitability. Most quantitative computer models cannot fully match the complexity of the financial markets and therefore sudden unanticipated changes in underlying market conditions can significantly impact the performance of the Client’s investments. The trading decisions of the Firm may be based on trading strategies which utilize the mathematical analysis of past price behavior. The future profitability of these strategies depends upon the ability of the future price action to not be materially different from the past. The Client may incur substantial trading losses during periods when markets behave substantially different from the period in which the Firm’s models are derived. An increasing number of market participants may rely on quantitative models and execution techniques that are similar to those used by the Firm, which may result in a substantial number of market participants taking the same action with respect to an investment. Should one or more of these other market participants begin to divest themselves of one or more portfolio investments, the Client could suffer losses. The successful deployment of a quantitative trading strategy requires sophisticated mathematical calculations and complex computer programs. There can be no assurance that the Firm will successfully carry out such calculations and programs correctly or use them effectively. 22. Liability of a Fund Investor for the Return of Capital Contributions: If a Fund in which the Client invests should become insolvent, the Client may be required to return any property distributed to them at the time the Fund was insolvent, and forfeit their capital accounts. 23. Risks Relating to Investments by Subadvisors and Subadvisors: The Form may engage subadvisors and other independent managers (together, “Subadvisors”) to manage a portion of a Client’s assets. The strategies employed by those Subadvisors are subject to a number of material risks. A list of risks associated with each Subadvisor are disclosed in that Subadvisor’s own disclosure documents, including its Form ADV Part 2A, if applicable. Subadvisor disclosure documents are PFS:009263.0001.3689091.5  provided to Clients prior to or at the time the Client’s assets are allocated to such Subadvisor and also are available on the SEC’s website at www.adviserinfo.sec.gov. 24. Risks of Monitoring of Subadvisors’ Investments for Clients: Subadvisors will make all investment decisions for the accounts they manage for the Firm’s Clients. However, the Firm will have limited access to reports of Subadvisors’ Client portfolios and does not have access to Subadvisor’s daily operations. Accordingly, the Firm will not be able to, and will not, review or evaluate individual securities transactions that Subadvisor’s engage in for Clients. The Firm’s oversight of Client accounts managed by Subadvisors is limited to evaluations of the managers’ firms, strategies and overall performance based on information collected from due diligence meetings and information requests. The Firm is not able to supervise the day-to-day individual investment decisions that determine the performance of accounts managed by Subadvisors. The investment success of any account managed by an Subadvisor depends solely on the investment acumen of its investment personnel. The same is true for the funds in which the Firm invests Clients’ assets, and their managers. 25. Risks of Fund Managers and Subadvisors: Fund Managers and Subadvisors the Firm selects have sole responsibility for making investment decisions on behalf of the funds and accounts they manage. They and their principals have various levels of experience. A manager’s performance may depend on the investment decisions of one or a few individuals. If they cease to be employed by the manager, the manager’s performance could be materially and adversely affected. Managers also manage other accounts, including other vehicles in which they or their principals may have an interest; this may increase the level of competition for the same trades they might otherwise make for the funds or accounts they manage for our Clients. This could make it difficult or impossible to take or liquidate positions for Clients’ funds or accounts at a price indicated by a manager’s strategy. The managers and their principals may use trading methods, policies and strategies for their other accounts that differ from those they employ on behalf of the funds and accounts they manage for Clients. Therefore, notwithstanding due diligence of those managers and their investment results, the performance they achieve for Clients may be less than the performance of their other funds and accounts. 26. Multiple Layers of Fees and Expenses: In addition to the Firm’s Management Fees, Clients may bear the management fees and other expenses charged by the mutual funds and private funds in which their accounts are invested and Clients whose accounts are invested with Subadvisors may bear the fees of those managers and the other expenses of those accounts. The Firm evaluates the fee level of all investments it selects and has access to lower cost share classes or other lowercost structures that may not be available to Clients investing on their own. However, the multiple layers of fees and expenses may result in an equivalent cost of investment that would be the case if a Client were to invest directly in those funds, accounts managed by Subadvisors, or securities or other assets in which any of those funds and accounts invest. Investment returns are net of all applicable fees. 27. Risks of Self-Directed Assets Transferred by Clients: Clients may occasionally transfer securities they acquired independently of the Firm into accounts that are linked to accounts managed by the PFS:009263.0001.3689091.5  Firm. Unless otherwise incorporated under the Investment Management Agreement, those assets are not part of the assets the Firm manages, even if they are included in reports compiled by the Firm. The Firm may, but is not obligated to, take those assets into account in assessing a Client’s asset allocation. The Clients retain sole investment discretion over those assets, and the Firm bears no responsibility for any investment decisions relating to them. A Client’s action or inaction with respect to those assets may be inconsistent with the investment strategy the Client has asked the Firm to implement and may negatively counteract any positive investment results in the accounts the Firm manages. 28. Uncertainty and Complexity of Tax Treatment: The tax aspects of investments, including those in Funds managed by the Firm, are complicated and complex and, in many cases, uncertain. Statutory provisions and administrative regulations have been interpreted inconsistently by the courts. Additionally, some statutory provisions remain to be interpreted by administrative regulations. Clients will thus be subject to the risk caused by the uncertainty of the tax consequences with respect to investments. Each Client should have the tax aspects of its investments reviewed by professional advisors familiar with such Client’s personal tax situation and with the tax laws and regulations applicable to the Client and, if applicable, private investment vehicles. 29. Cybersecurity Risk: The information and technology systems of the Firm and of key service providers to the Firm and its Clients, including banks, broker-dealers, custodians and their affiliates, may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. For instance, cyber-attacks may interfere with the processing or execution of the Firm’s transactions, cause the release of confidential information, including private information about Clients, subject the Firm or its affiliates to regulatory fines or financial losses, or cause reputational damage. Additionally, cyberattacks or security breaches (e.g., hacking or the unlawful withdrawal or transfer of funds), affecting any of the Firm’s key service providers, may cause significant harm to the Firm, including the loss of capital. Similar types of cybersecurity risks are also present for issuers of securities in which the Firm may invest. These risks could result in material adverse consequences for such issuers and may cause the Firm’s investments in such issuers to lose value. Although the Firm has implemented various measures designed to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for the Firm to make a significant investment to fix or replace them and to seek to remedy the effect of these issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Firm or its Client accounts and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, which may result in identity theft. 30. Effects of Health Crises and Other Catastrophic Events: Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, PFS:009263.0001.3689091.5  have and may in the future have an adverse effect on Clients' investments and the Firm's operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Firm and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. 31. Reliance on Management of Third-Party Funds: The Firm may cause Clients to invest in private funds managed by third-party managers. Investments in these funds vehicles are subject to the risks inherent in investing in funds generally. Such risks include those related to (i) the quality of the management of the underlying funds, direct equity Investments, direct investments, and other investments in which a the Firm fund of funds invests, (ii) the ability of the third-party manager to select successful investment opportunities, (iii) general economic conditions, and (iv) the ability of the third-party manager to liquidate its investments. There is no guarantee that a fund managed by a third-party manager will be successful in meeting its performance objectives. In addition, the underlying funds may impose certain fees, management charges, and other expenses. This can result in additional expenses, however these expenses would not be higher than if the Firm’s Clients had invested directly in the third-party fund. 32. Portfolio Valuation: Investments in underlying funds will generally be valued in accordance with the valuations reported by the third-party fund managers. There can be no assurance that any such valuations are accurate. In addition, certain valuations will be based on interim unaudited financial statements, and these figures are subject to potential upward or downward adjustments following an audit. Further, actual realized returns on investments will depend on various factors, including future operating results, market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit liquidity, any related transaction costs, and the timing and manner of disposition, all of which may differ from assumptions and circumstances on which prior unrealized valuations were based. Accordingly, the actual realized returns on investments can differ materially from the returns indicated by unrealized valuations. The foregoing list of risk factors does not purport to be a complete explanation of the risks involved in engaging the Firm. Prospective Clients should read the entire Brochure as well as other materials that may be provided by the Firm. Item 9. DISCIPLINARY INFORMATION Neither the Firm nor any of its supervised persons has been involved in or otherwise subject to any of the following legal or disciplinary events: • A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which the Firm or a management person: PFS:009263.0001.3689091.5  • Was convicted of, or pled guilty or nolo contendere (“no contest”) to: (a) any felony; (b) a misdemeanor that involved investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy to commit any of these offenses. • Is the named subject of a pending criminal proceeding that involves an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. • Was found to have been involved in a violation of an investment-related statute or regulation. • Was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, your firm or a management person from engaging in any investment related activity, or from violating any investment-related statute, rule, or order. No administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority has occurred: • • In which the Firm or a management person was found to have caused an investment-related business to lose its authorization to do business. In which the Firm or a management person was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency or authority. • Denying, suspending, or revoking the authorization of the Firm or a management person to act in an investment-related business. • Barring or suspending the Firm’s or a management person’s association with an investment-related business. • Otherwise significantly limiting the Firm’s or a management person’s investment-related activities. • Imposing a civil money penalty of more than$2,500 on the Firm or a management person. No self-regulatory organization (SRO) proceeding has occurred in which the Firm or a management person: • Was found to have caused an investment-related business to lose its authorization to do business. PFS:009263.0001.3689091.5  • Was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended from membership or from association with other members or was expelled from membership; (ii) otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500. Item 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither the Firm nor any of its management persons has any existing or pending affiliations with a broker-dealer or registered representative of a broker-dealer. The Firm is not registered with the Commodity Futures Trading Commission (“CFTC”) and is not a Member of NFA. However, an affiliated entity under common control and ownership named Kai Volatility Advisors, LLC (“Kai Volatility”) is registered with the CFTC as a Commodity Firm and is an NFA Member. Cem Karsan is registered as an Associated Person of Kai Volatility. Cem Karsan and Scott Weber each are listed as Principals of Kai Volatility. The Firm will not provide advice with respect to investments in commodity products; however, the Firm may recommend that Clients apportion some of their investable assets to such commodities and refer Clients to Kai Wealth for such purposes. The Firm will not receive any compensation for making such introduction, or for managing any assets invested in commodity products. Any such compensation will be set forth and subject to execution of an agreement between the Client and Kai Wealth, if any. However, both Kai Wealth and Kai Volatility may charge fees on account of the same assets. Neither the Firm nor any of its management persons has a relationship or arrangement that is material to its advisory business or to its Clients with any related persons listed below: • Broker-dealer, municipal securities dealer, or government securities dealer or broker. • Investment company or other pooled investment vehicle (including a mutual fund, closedend investment company, unit investment trust, private investment company or “hedge fund”, and offshore fund), other than Kai Volatility. • Other investment adviser or financial planner. • Banking or thrift institution. • Accountant or accounting firm. • Lawyer or law firm. • Insurance company or agency. • Pension consultant. PFS:009263.0001.3689091.5  • Real estate broker or dealer. • Sponsor or syndicator of limited partnerships. As discussed elsewhere herein, the Firm may recommend or select other investment advisers (Subadvisors) for Clients. The Firm may charge Clients a larger fee on assets that are allocated to Subadvisors, in part to offset the fees the Subadvisors charge for their asset management services. However, in some circumstances, the fees charged to the Firm by Subadvisors may be less than the additional fees charged to Clients. In such cases, the Firm will retain the excess fees paid to it by Clients rather than rebate such excess. This practice may present a material conflict of interest because the Firm would have an incentive to recommend investment products based on the compensation received rather than solely based on the needs of the Client. To mitigate the conflict, as a rule, the Firm will ensure the Clients are not charged a fee on assets allocated to Subadvisors that exceed the fee the Client would have been charged had they accessed the Subadvisor directly and not via the Firm. The Firm further seeks to mitigate this conflict of interest by independently conducting investment due diligence and analysis that it believes is reasonably designed to ensure that an investment in or through another Subadvisor is in the best interest of the Client. Item 11. CODE OF ETHICS AND PERSONAL TRADING POLICIES Code of Ethics: A copy of the Firm’s code of ethics (the “Code of Ethics”) is available for Clients/prospective Clients upon prior written request. The Code of Ethics is based upon the premise that all the Firm personnel have a fiduciary responsibility to render professional, continuous and unbiased investment advisory service. The Code of Ethics requires all Firm personnel to: (1) comply with all applicable laws and regulations; (2) observe all fiduciary duties and put Client interests ahead of those of the Firm; (3) observe the Firm’s personal trading policies so as to avoid “front-running” and other conflicts of interests between the Firm and its Clients; (4) ensure that all personnel have read the Code of Ethics, agreed to adhere to the Code of Ethics, and are aware that a record of all violations of the Code of Ethics will be maintained by the Firm’s Chief Compliance Officer and that personnel who violate the Code of Ethics are subject to sanctions by the Firm, up to and including termination. Participation or Interest in Client Transactions: The Firm recognizes that the personal securities transactions of its employees demand the application of a high code of ethics, and the Firm requires that all such transactions be carried out in a way that does not conflict with the interests of Client trading objectives. The Firm and its related persons may invest their personal assets in the Firm’s trading programs. Therefore, in order to address conflicts of interest, the Firm has adopted a set of procedures, included in its Code of Ethics, with respect to transactions effected by its officers, directors, partners, members and employees (hereafter in this section, “Employees”) for their personal accounts. In order to monitor compliance with its personal trading policy, the Firm has adopted a quarterly securities transaction reporting system for all of its Employees. For purposes of the policy, an Employee’s “personal account” generally includes any account (a) in the name of the Employee, his/her spouse, his/her minor children or other dependents residing in the same PFS:009263.0001.3689091.5  household, (b) for which the Employee is a trustee or executor, or (c) which the Employee controls and in which the Employee or a member of his/her household has a direct or indirect beneficial interest. Associated persons of the Firm may recommend to Clients the purchase or sale of investment products in which it or a related person may have some financial interest, including but not limited to, the receipt of compensation by the Firm. Records will be maintained of all securities bought and sold by associated persons and related persons. Additionally, the Code of Ethics sets forth the Firm’s policies and procedures with respect to material, non-public information and other confidential information, and the fiduciary duties that the Firm and each of its Employees has to each of its Clients. The Code of Ethics is circulated to all new Employees upon commencement of their employment, and to existing Employees at least annually. Each Employee, at least annually, must certify in writing that he or she has received and followed the Code of Ethics and any amendments thereto. Other Activities of the Firm and its Affiliates: Neither the Firm, nor any affiliate or employee, is required to manage Client accounts as its sole and exclusive function. Each of them may engage in other business activities, including competing ventures and/or other unrelated employment. In addition to managing Client accounts, the Firm, and its affiliates or employees, may provide investment advice to other parties and may manage other accounts in the future. Trade Error Policy: The Firm has internal controls in place to prevent trade errors from occurring. On those occasions when such an error nonetheless occurs, the Firm will use reasonable efforts to correct the error. If the error cannot be corrected, the Firm will use reasonable efforts to make an adjustment in a manner it considers reasonable under the circumstances in its sole discretion. The Firm will endeavor to maintain a record of each trade error, including information about the trade and how such error was corrected or attempted to be corrected. Privacy Policy: The Firm has adopted a privacy policy that explains the manner in which the Firm collects, utilizes and maintains nonpublic personal information about Clients, as required under federal legislation. Collection of Information and Disclosure of Nonpublic Personal Information: In an attempt to provide Clients with superior service, the Firm may collect several types of nonpublic personal information about Clients, including: Information from forms that Clients may fill out, such as subscription forms, questionnaires and other information provided by Clients in writing, in person, by telephone, electronically or by any other means. This information includes name, address, nationality, tax identification number, and financial and investment qualifications; Information Clients may give orally; PFS:009263.0001.3689091.5  Information about transactions within the Firm, including account balances, investments and withdrawals; Information about the amount Clients have invested, such as initial investment and any additions to and withdrawals from an investment in the Client; and Information about any bank accounts Clients may use for transfers to or from the SMAs. The Firm does not sell or rent Client information. The Firm uses this information to conduct business with its Clients: to develop or enhance its products and services; to understand the financial needs of its Clients so that the Firm can provide such Clients with quality products and superior service; and to protect and administer the Firm’s Clients’ records, accounts and Clients. The Firm does not disclose nonpublic personal information about its Clients to nonaffiliated third parties or to affiliated entities, except as permitted or required by law. For example, the Firm may share nonpublic personal information in the following situations: • To service providers in connection with the administration and servicing of the Firm; this may include attorneys, accountants, auditors and other professionals. The Firm may also share information in connection with the servicing or processing of Client transactions; • To affiliated companies in order to provide Clients with ongoing personal advice and assistance with respect to the products and services Clients have purchased through the Firm and to introduce Clients to other products and services that may be of value to such Clients; • To respond to a subpoena or court order, judicial process or regulatory authorities; • To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities; and • Upon consent of a Client to release such information, including authorization to disclose such information to persons acting in a fiduciary or representative capacity on behalf of the Client. Protection of Information: The Firm’s policy is to require that all employees, financial professionals and companies providing services on its behalf keep Client information confidential. The Firm maintains safeguards that comply with federal standards to protect Client information. The Firm restricts access to the personal and account information of Clients to those employees who need to know that information in the course of their job responsibilities. Third parties with PFS:009263.0001.3689091.5  whom the Firm shares Client information must agree to follow appropriate standards of security and confidentiality. The Firm’s privacy policy applies to both current and former Clients. The Firm may disclose nonpublic personal information about a former Client to the same extent as for a current Client. Changes to Privacy Policy: The Firm may make changes to its privacy policy in the future. The Firm will not make any change affecting an individual without first sending that individual a revised privacy policy describing the change. Please refer to Item 11.(A) above for information regarding whether the Firm or a related person recommends to Clients, or buys or sells for Client accounts, securities in which the Firm or a related person has a material financial interest. Please refer to Item 11.(A) above for information regarding whether the Firm or a related person invests in the same securities (or related securities, e.g., warrants, options or futures) that the Firm or a related person recommends to Clients. Please refer to Item 11.(A) above for information regarding whether the Firm or a related person recommends securities to Clients, or buys or sells securities for Client accounts, at or about the same time that the Firm or a related person buys or sells the same securities for the Firm’s own (or the related person’s own) account. Item 12. BROKERAGE PRACTICES The Firm has discretion over the selection of brokers used for securities transactions in its Clients’ accounts on a separate account basis. Where the Firm has such discretion, its selection of brokers will take into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected and the efficiency of error resolution, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; special execution capabilities; reputation; clearance, settlement, on-line pricing, block trading and block positioning capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; online access to computerized data regarding Clients’ accounts; performance measurement data; the quality, comprehensiveness and frequency of available brokerage and research products and services considered to be of value; the availability of stocks to borrow for short trades; and the competitiveness of commission rates in comparison with other brokers satisfying the Firm’s other selection criteria. Soft Dollar Benefits PFS:009263.0001.3689091.5  The term “soft dollars” refers to the receipt by an investment manager or adviser of products and services provided by brokers, without any cash payment by the investment manager, based on the volume of brokerage commission revenues generated from securities transactions executed through those brokers on behalf of the investment manager’s Clients. Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain brokerage and research products and services. Brokerage products and services must relate to the execution, clearance and settlement of trades. Research products and services must provide lawful and appropriate assistance to the investment manager in the performance of investment decisionmaking responsibilities. The Firm may use soft dollars generated by a Client’s brokerage transactions to pay for brokerage and research products and services that fall within the safe harbor afforded by Section 28(e). If applicable, the use of brokerage commissions to obtain investment research services and to pay for their own administrative costs and expenses creates a conflict of interest between the Firm, on the one hand, and its Clients, on the other, because the investor/Client pays for such products and services that are not exclusively for the benefit of the investor/Client and that may be primarily for the benefit of Firm or other investors/Clients. Item 13. REVIEW OF ACCOUNTS The Firm’s Chief Compliance Officer reviews Client accounts on a periodic basis, depending on activity in the account and the frequency of Client reporting and are generally aware of the holdings in each Client account on a continuous basis. Clients with SMAs generally receive monthly statements directly from their custodian broker. Item 14. CLIENT REFERRALS The Firm may enter into arrangements with unaffiliated third parties whereby compensation is paid for referring Clients or investors. Generally, these payments are based on a percentage of Management Fees, Incentive Fees, or some combination thereof, earned by the Firm with respect to such Client or investor. Because such arrangements contain inherent conflicts of interests between the referring party, on the one hand, and the Client, on the other, the Firm requires documentation that these conflicts have been disclosed to Clients. Any such solicitation arrangements shall comport with the requirements of the Investment Advisers Act of 1940. Item 15. CUSTODY The Firm will not directly or indirectly hold Clients’ Clients or securities. Rather, the Firm’s discretionary Clients’ accounts will be held in custody by unaffiliated custodians (“Qualified Custodians”), but the Firm can access many Clients’ accounts (by Client request) through the Firm’s ability to debit Management Fees. For this reason, the Firm is considered to have custody PFS:009263.0001.3689091.5  of Client assets. Clients will receive account statements from their Qualified Custodian and Clients should carefully review those statements. The Firm may also send quarterly statements directly to Clients in addition to those sent by the Qualified Custodian. Clients should compare these quarterly statements they receive with those received from the Qualified Custodian. The Firm is also deemed, under federal securities laws, to have custody of certain Client accounts based on the existence of standing letters of authorization (“SLOAs”) authorizing the Firm to direct Client assets from certain accounts to Client-approved third parties. In such cases, the assets are maintained by independent, unaffiliated Qualified Custodians. In lieu of an annual custody examination, the Firm meets certain prescribed regulatory requirements with respect to such accounts. Clients should be aware of their responsibility to verify the accuracy of the fee calculation submitted to the custodian by the Firm, as the Qualified Custodian will not determine whether the fee has been properly calculated. Item 16. INVESTMENT DISCRETION As an investment adviser, the Firm generally will have discretionary authority over Clients’ accounts to determine securities bought and sold and in what quantities, the amount of leverage employed, the broker-dealer used and the commission rates to pay, among other things. The specific terms of the scope of such investment discretion is detailed in the relevant account’s Investment Management Agreement. Item 17. PROXY VOTING POLICY The Firm has adopted a proxy voting policy that is guided by its fiduciary responsibilities and commits its principals and employees to vote in a manner which is believed to maximize shareholder value and never to prioritize unrelated objectives. In the event the Firm votes proxies, the votes are reviewed by the Chief Compliance Officer or his delegate for adherence to this policy. Currently, the Firm does not intend to vote proxies, though this is subject to change. Clients may obtain a copy of the Firm’s Proxy Voting Policies and Procedures as well as relevant proxy voting records by contacting Cem Karsan, the Chief Compliance Officer, at (312) 605-8020. Item 18. FINANCIAL INFORMATION The Firm does not require or solicit prepayment of Management Fees six or more months in advance. The Firm has no financial condition to disclose that is reasonably likely to impair its ability to meet contractual commitments to its Clients. Additionally, the Firm has not been the subject of a bankruptcy petition during the past ten years. For questions or requests for additional information, please contact the Chief Compliance Officer at the number or address listed on the cover of this brochure. PFS:009263.0001.3689091.5