PAPAMARKOU WELLNER ASSET MANAGEMENT, INC.

Item 1. Cover Page Firm Brochure (Part 2A of Form ADV) Papamarkou Wellner Asset Management, Inc. 430 Park Avenue, 17th Floor New York, NY 10022 t - 212-223-2020 f - 212-758-9804 www.papamarkou.com July 15, 2025 This brochure provides information about the qualifications and business practices of Papamarkou Wellner Asset Management, Inc (“PWAMI”), a registered investment adviser. Registration does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact PWAMI at 212-223-2020 or info@papamarkou.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission ("SEC") or by any state securities authority. about PWAMI is available on the SEC’s website at Additional information www.adviserinfo.sec.gov.  Item 2. Material Changes Since the last annual update to this brochure filed on March 31, 2025, PWAMI has made the following material changes to this brochure:  Item 5 and Item 14 have been updated to include additional information regarding PWAMI’s practice of offsetting clients’ advisory fees based on compensation earned by PWAMI and its affiliated broker-dealer, Papamarkou Wellner & Co., Inc. (“PW&Co”), from Third-Party Managers. Specifically, PWAMI has specified that, where the offset results from a lump sum-fee received by PWAMI or PW&Co from a Third-Party Manager, typically a private equity manager, and the offset exceeds PWAMI’s total advisory fee for that investment, the offset is carried forward in future billing periods until the entire offset has been applied to the client’s advisory fee. To the extent a break point applies to the advisory fee against which such offset is being calculated, PWAMI shall calculate the total advisory fees due under the relevant advisory agreement and deduct all offsets appliable to the client’s investments from that total.  In addition, Item 5 has been updated to specify that for clients, who receive both non- discretionary consulting services and discretionary investment management services, PWAMI credits Investment Management Fees earned by PWAMI (but not SMA Performance Fees earned by PWAMI) against the client’s Consulting Fee (as such terms are defined below), but only up to the amount of the Consulting Fee attributable to discretionary assets subject to the relevant advisory agreement in the applicable billing period. Similarly, for investors in the PW Portfolio who also engage PWAMI for non- discretionary consulting services, PWAMI credits the PW Portfolio Management Fee earned by PWAMI against the client’s Consulting Fee (as such terms are defined below), but only up to the amount of the Consulting Fee earned on assets invested in the PW Portfolio in the applicable billing period. Pursuant to SEC requirements and rules, PWAMI will deliver clients a summary of any material changes to its brochure or a copy of its brochure within one hundred twenty (120) days of the close of PWAMI’s fiscal year-end. In addition, clients and prospective clients may request a copy of PWAMI’s current brochure at any time by contacting PWAMI at 212-223-2020 or info@papamarkou.com. The current brochure is also available on the SEC’s website at www.adviserinfo.sec.gov. i Papamarkou Wellner Asset Management, Inc.  Item 3. Table of Contents Item 2. Material Changes ............................................................................................................................... i Item 3. Table of Contents .............................................................................................................................. ii Item 4. Advisory Business ............................................................................................................................ 1 Item 5. Fees and Compensation .................................................................................................................... 3 Item 6. Performance-Based Fees and Side-By-Side Management ............................................................... 9 Item 7. Types of Clients .............................................................................................................................. 11 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 ............... 23 Item 12. Brokerage Practices ...................................................................................................................... 24 Item 13. Review of Accounts ...................................................................................................................... 25 Item 14. Client Referrals and Other Compensation .................................................................................... 26 Item 15. Custody ......................................................................................................................................... 27 Item 16. Investment Discretion ................................................................................................................... 27 Item 17. Voting Client Securities ................................................................................................................ 28 Item 18. Financial Information ................................................................................................................... 29 ii Papamarkou Wellner Asset Management, Inc.  Item 4. Advisory Business Description of the Firm Papamarkou Wellner Asset Management, Inc. (“PWAMI”) was founded in 1982 by Alexander P. Papamarkou. PWAMI registered with the U.S. Securities and Exchange Commission (“SEC”) in July 2004. PWAMI is wholly owned by its Chairman and Chief Executive Officer, Mr. Karl Wellner. PWAMI and its affiliated broker-dealer, Papamarkou Wellner & Co., Inc. (“PW&Co”), conduct their separate advisory and brokerage businesses under the group name “Papamarkou Wellner Perkin.” Description of Advisory Services PWAMI’s advisory services include non-discretionary consulting services with respect to asset allocation and asset management and discretionary investment management services to private clients, including high net-worth individuals, their companies and trusts, family offices, endowments, and foundations. PWAMI also manages private funds including, as of the date of this brochure, PW Portfolio LLC (the “PW Portfolio”) and PW Nordic Technology and Innovation Fund, LP (the “PW Nordic Tech Fund;” and together with the PW Portfolio, the “Funds”). Certain clients engage PWAMI to provide both non-discretionary consulting services and discretionary investment management services. In these circumstances, clients will enter into separate agreements with PWAMI governing its non-discretionary consulting services, on the one hand, and one or more discretionary investment management agreements (on a strategy-by- strategy basis) on the other hand. Further, certain clients, who engage PWAMI for non- discretionary consulting services and/or discretionary investment management services, may also be investors in one or more of the Funds, subject to execution of the relevant Funds’ subscription documents. Non-Discretionary Consulting Services In providing consulting services with respect to asset allocation and asset management, PWAMI advises clients on the non-discretionary allocation of assets to different forms of investments and investment managers, including, without limitation, the designation of other investment advisers (“Third-Party Managers”), including certain Third-Party Managers from which PWAMI and PW&Co receive compensation, as detailed in Item 10 and Item 14, below. PWAMI’s advice includes the recommendation of what PWAMI believes to be an appropriate diversification of investments across various asset classes, such as equities, fixed income, and alternative investments (including hedge funds, private equity funds, commercial real estate projects, and other direct investment opportunities) based on each client’s individual investment objectives and preferences. Subject to the terms of its consulting agreements with individual clients, PWAMI also provides initial and ongoing assistance in the implementation of its asset allocation recommendations. Such ongoing assistance generally includes monitoring the performance of a client’s assets and, as 1 Papamarkou Wellner Asset Management, Inc.  needed, recommendations on modifications to PWAMI’s prior recommendations, which clients are responsible for implementing on a non-discretionary basis. For certain clients, and at all times subject to the terms of its consulting agreements with such clients, PWAMI’s consulting services include the preparation of an initial agreed-upon asset allocation plan (the “Asset Allocation Plan”), which clients are responsible for implementing on a non-discretionary basis. Subject to the terms of its consulting agreements with such clients, PWAMI will make periodic modifications to the Asset Allocation Plan. Discretionary Investment Management Services In providing discretionary investment management services, PWAMI directly manages individual client’s accounts using the strategies as referenced below in Item 5 and Item 7, and described in detail in Item 8. The Firm also directly manages individual clients’ accounts in accordance with each client’s individual investment objectives, as agreed upon by PWAMI and each client. Based on suitability information gathered for a particular client, including financial condition, investment risk profile, and other factors relevant to the proposed investments by a client, PWAMI will advise the client about the allocation of their assets across different forms of investments (such as hedge funds, private equity funds, and private specialty funds; direct corporate or private equity investments; and/or SMAs that invest in growth, growth and income, fixed income and credit, precious metals mining, and software company securities), and Third- Party Managers, including Third-Party Managers from which PWAMI and PW&Co receive compensation, as detailed in Item 10 and Item 14, below. PWAMI will then implement its recommendations in their account on an initial and ongoing basis. Customized portfolios catering to specific requirements are also available. Clients may impose reasonable restrictions or mandates on the management of their account. Clients are advised to promptly notify PWAMI if there are changes in their investment objectives or suitability information or if they wish to impose any reasonable restrictions upon PWAMI’s management services. Management of Private Funds PWAMI manages the Funds on a discretionary basis in accordance with the investment program of each Fund, as set forth in each Fund’s offering documents (e.g., its private placement memorandum or similar document), organizational documents (e.g., its limited partnership agreement or similar document), the applicable subscription documents related to an investment in such Fund, and/or the investment management agreement with such Fund (collectively, its “Governing Documents”). The PW Portfolio is a multi-manager, multi-strategy fund-of-funds. The PW Nordic Tech Fund was established for the purpose of acquiring Class H Shares of TIN Ny Teknik, a Swedish UCITS fund managed by Teknik Innovation Norden Fonder AB (“TIN Fonder”). Additional information about the strategies of the Funds is set forth in Item 8, below, and in their respective Governing Documents. 2 Papamarkou Wellner Asset Management, Inc.  Interests in the Funds are privately offered pursuant to Regulation D under the Securities Act of 1933, as amended, and the Funds rely on exemptions(s) from investment company registration under the Investment Company Act of 1940, as amended. Participation in Wrap Fee Programs As of the date of this brochure, PWAMI does not participate in wrap fee programs. Assets Under Management As of December 31, 2024, PWAMI had $357,020,170 in regulatory assets under management, $236,887,887 of which was managed on a discretionary basis and $120,132,283 of which was managed on a non-discretionary basis. Item 5. Fees and Compensation Description of Advisory Fees Non-Discretionary Consulting Fees PWAMI charges an annual asset-based fee for consulting services (the “Consulting Fee”). The Consulting Fee is negotiable, but generally varies based on the market value of client assets for which PWAMI provides consulting services in accordance with the following fee schedule: Assets Consulting Fee First $5,000,000 1.00% (100 basis points) Next $5,000,000 0.75% (75 basis points) Next $5,000,000 0.60% (60 basis points) Next $5,000,000 0.55% (55 basis points) Above $20,000,000 Negotiated The Consulting Fee is prorated and charged quarterly, in advance, based on the value of the assets provided by the qualified custodian or administrator. The Consulting Fee for the initial quarter of service is prorated based on the remaining days in the quarter, as applicable. If a client designates additional securities or cash to PWAMI’s supervision after the beginning of a quarter of service, the Consulting Fee will be adjusted based on the value of the additional assets on a pro-rata basis, for the remaining days in the quarter. If a client withdraws securities or cash from PWAMI’s supervision after the beginning of a quarter, PWAMI will refund a pro-rated portion of the prepaid fee based on the number of days remaining in the quarter and the percentage of the withdrawal to the value of the account as of the close of business on the business day prior to the withdrawal. Refunds are credited to the next quarter’s advisory fee. For private equity investments and other direct and non-marketable alternative assets, the Consulting Fee on those assets is determined on 3 Papamarkou Wellner Asset Management, Inc.  an investment-by-investment basis and charged from the date of the client’s initial capital commitment to the investment through the end of the commitment period in the investment (as defined by the governing documents of the investment). During the commitment period (as defined by the governing documents of the investment), the Consulting Fee is based on the client’s total capital commitment to the investment. Following the end of the commitment period for the investment (as defined in the governing documents of the investment), the Consulting Fee shall be based on the client’s actively invested capital contribution. For certain clients, PWAMI’s investment advisory agreement for consulting services expressly authorizes PWAMI to direct the custodian of the assets (whether PW&Co or another broker- dealer designated by the client) to deduct Consulting Fees due to PWAMI directly from the client’s accounts at the custodian without prior notice to the client. PWAMI sends clients invoices for its Consulting Fees on a quarterly basis. Clients should compare the statements they receive from PW&Co and/or other financial institutions that act as the qualified custodian for account assets to the invoices they receive from PWAMI. Discretionary Investment Management Fees and Performance Fees PWAMI charges annual asset-based fees for discretionary investment management services (the “Investment Management Fees”) and, for certain strategies, PWAMI also charges carried interest or performance fees in connection with such services (together, “SMA Performance Fees”), as set forth in the following fee schedules: Growth, Growth and Income, and Dynamic Income Strategies Assets Investment Management Fee First $5,000,000 0.75% (75 basis points) Next $5,000,000 0.50% (50 basis points) Above $10,000,000 Negotiated Natural Resource Tactical Opportunities Strategy (“TacRes”) Assets SMA Performance Fee Investment Management Fee All Assets 1.00% (100 basis points) 20% of Net Distributable Profits (upon termination) “Net Distributable Profits” means amounts distributed to the client in excess of funds deposited, after payment of all fees and expenses of the account, including the Investment Management Fee payable to PWAMI. PWAMI shall be entitled to payments of the Carried Interest simultaneously with distributions to the client of Net Distributable Profits on a pro rata basis. 4 Papamarkou Wellner Asset Management, Inc.  Scalar Gauge Concentrated Software Equity Strategy (“Scalar Gauge”) Assets SMA Performance Fee Investment Management Fee All Assets 0.50% (50 basis points) 20% over a 6% hurdle, subject to the SG High-Water Mark The “SG High-Water Mark,” is the minimum level PWAMI needs to achieve in subsequent years to receive any further SMA Performance Fee. The SG High-Water Mark is set with PWAMI’s positive net return in an account without the hurdle. PWAMI would only be eligible for an annual SMA Performance Fee only with performance in excess of the hurdle above the prior SG High-Water Mark. The Investment Management Fees and SMA Performance Fees are generally based on the market value of client assets for which PWAMI provides discretionary investment management services and vary in accordance with the foregoing fee schedules. The Investment Management Fee for the initial quarter of service is prorated based on the remaining days in the quarter, as applicable, and charged in arrears based on the market value of the assets (including cash) on the last day of the quarter. After the initial quarter of service, the Investment Management Fee is prorated and charged quarterly, in arrears, based on market value of the assets (including cash) as of the last day of the prior quarter. If a client deposits additional securities or cash in their account after the beginning of a quarter of service, the Investment Management Fee will be adjusted based on the value of the additional assets, on a pro-rata basis, for the remaining days in the quarter. The Investment Management Fee will be calculated based on the market value of the client’s account on the day of, and giving effect to, the additional contribution. The Investment Management Fee will reflect any breakpoints applicable to the new aggregate market value of the relevant assets, and will be payable in the subsequent quarter. The SMA Performance Fee applicable to assets managed in accordance with the Natural Resource Tactical Opportunities Strategy will be incurred upon termination of an advisory agreement. That is, the Net Distributable Profits are distributed to the client from the account in excess of funds deposited, after payment of all fees and expenses of the account, including the advisory fee payable to PWAMI. PWAMI is paid the carried interest simultaneously with distributions to the client of the Net Distributable Profits on a pro rata basis. By signing the PWAMI investment advisory agreement for discretionary investment management services, clients expressly authorize PWAMI to direct the custodian of their assets (whether PW&Co or another broker-dealer designated by the client) to deduct Investment Management Fees due to PWAMI directly from the client’s accounts at the custodian without prior notice to the client. PWAMI sends each such client (other than the Funds) a quarterly invoice of advisory fees due. Clients should compare the statements they receive from PW&Co and/or other financial 5 Papamarkou Wellner Asset Management, Inc.  institutions that act as qualified custodian for account assets to the invoices they receive from PWAMI. For clients, who engage PWAMI for both non-discretionary consulting services and discretionary investment management services, PWAMI credits Investment Management Fees earned by PWAMI (but not SMA Performance Fees earned by PWAMI) against the client’s Consulting Fee, but only up to the amount of the Consulting Fee attributable to discretionary assets in the applicable billing period. Fund Management Fees PWAMI charges annual asset-based fees for investment management services to the PW Portfolio (the “PW Portfolio Management Fee”). In addition, its affiliate, Papamarkou Wellner Management LLC (“PWM”), acts as the managing member of the PW Portfolio and receives a performance fee (the “PW Portfolio Performance Fee”) and administrative fee (the “PW Portfolio Administrative Fee” and together with the PW Portfolio Management Fee and PW Portfolio Performance Fee, the “PW Portfolio Fees”) from the PW Portfolio as follows: Assets Administrative Fee PW Portfolio Management Fee PW Portfolio Performance Fee All Assets 0.05% (5 basis points) 1.0% (100 basis points) 5%, subject to the PW Portfolio High-Water Mark The “PW Portfolio High-Water Mark,” is the minimum level PWAMI needs to achieve in subsequent years to receive any further PW Performance Fee. Under the PW Portfolio High- Water Mark, PWAMI may only receive a PW Performance Fee with respect to an investor if such investor has recovered any net losses credited to its Loss Recovery Account (as defined in the PW Portfolio’s Governing Fund Documents), as adjusted for withdrawals of capital. The PW Portfolio Performance Fee is calculated after deducting the Fund Management Fee and the PW Portfolio Administrative Fees. The manner in which the PW Portfolio Fees are paid is set forth in the PW Portfolio’s Governing Documents. An investor’s withdrawal from the PW Portfolio and PW Portfolio Fees due or refunded upon such withdrawal are governed by the PW Portfolio’s Governing Documents. PWAMI does not charge a management fee for investment management services to the PW Nordic Tech Fund; however, PW&Co, receives distribution fees earned by PW&Co equal to fifty percent (50%) of the value of management fees paid by the PW Nordic Tech Fund to TIN Fonder, which is equal to one percent (1.0%) annually, calculated based on the portion of TIN Ny Teknik’s value attributable to the PW Nordic Tech Fund’s investment. For investors in the PW Portfolio, who also engage PWAMI for non-discretionary consulting services, PWAMI credits the PW Portfolio Management Fee earned by PWAMI against the client’s Consulting Fee, but only up to the amount of the Consulting Fee attributable to assets 6 Papamarkou Wellner Asset Management, Inc.  invested in the PW Portfolio in the applicable billing period. PWAMI does not offset the PW Portfolio Performance Fee against the client’s Consulting Fee. Negotiation of Advisory Fees The fees charged by PWAMI are negotiable. Further, PWAMI may, in its sole discretion, offer to waive or reduce fees and/or charge lesser investment advisory fees based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, or negotiations with clients). Other Fees and Expenses Other Fees Associated with Non-Discretionary Consulting and Discretionary Investment Management Services Clients will incur certain charges imposed by PW&Co, other broker-dealers designated by the client, Third-Party Managers, and other third parties. Such fees and expenses include, without limitation, the following: advisory fees of Third-Party Managers; custodial fees; charges imposed directly by a mutual fund or exchange traded funds (“ETFs”) in the account that are disclosed in each respective fund’s prospectus (e.g., fund management fees and other fund expenses); fees and expenses imposed directly by a private fund that are disclosed in the fund’s governing documents; deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, platform fees, and other fees and taxes on brokerage accounts and securities transactions. Additionally, clients incur brokerage commissions and transaction fees. Such charges, fees, and commissions are exclusive of and in addition to PWAMI’s advisory fees. PW&Co’s receipt of fees from PWAMI clients in connection with PWAMI’s advisory services presents a conflict of interest, as described in Item 10, below. Certain of PWAMI’s supervised persons receive compensation for the sale of securities or other investment products, which also presents a conflict of interest, as described in the following section. In addition, PW&Co has fee sharing arrangements with certain Third-Party Managers, and in such instances receives a percentage of the Third-Party Manager’s advisory fees and/or performance fees generated from clients’ assets invested through the Third-Party Manager. This also presents a conflict of interest, as described in Item 10, below. Refer to Item 10 for a description of which of these fees are offset against advisory fees paid by PWAMI clients to PWAMI (and which are not). PWAMI also has fee sharing arrangements with Third-Party Managers, which present similar conflicts of interest, as discussed in Item 14, below. Other Fees Associated with the Funds As more particularly set forth or described in the Governing Documents of each Fund, each Fund will pay certain operating fees, costs, and expenses, either directly or by reimbursing PWAMI or 7 Papamarkou Wellner Asset Management, Inc.  its affiliates. The following are examples of operating expenses that may be charged to each Fund, at all times to the extent permitted by the Fund’s Governing Documents:  professional fees associated with respect to the Fund’s investments, including, without limitation, consulting, due diligence, accounting, valuation, financial, legal, and other advisory fees and expenses;  transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses associated with the Fund’s investments;  expenses associated with legal and regulatory filings of the Fund in the U.S. or in any other jurisdiction, including, without limitation, pursuant to Sections 13 and 16 of the U.S. Securities Exchange Act of 1934, as amended, as well as the expenses associated with preparation and filing of PWAMI’s Form 13F, Form 13H, and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdiction;  administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory, and similar fees and expenses associated with the Fund’s operations, investments and transactions, including, without limitation, fees and expenses of the Fund’s administrator and fees of any service provider engaged to verify the work of the Fund’s administrator or regulatory matters with respect to the Fund;  expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local, or non-U.S. governmental entity or authority, regulatory body, or self- regulatory organization with respect to the Fund;  costs and expenses of leverage or any other borrowings of the Fund, including, without limitation, interest charges and fees;  expenses incurred in the collection of monies owed to the Fund;  auditing and accounting expenses of the Fund, including, without limitation, expenses associated with the preparation of financial statements, tax returns and informational statements (including, if applicable Schedules K-1) and the fees and expenses of the auditor;  any entity-level taxes, fees, or other governmental charges on the Fund, including, without limitation, any withholding taxes not due to the status or noncompliance of a particular investor;  costs and expenses associated with investor communications and reports and the delivery thereof to investors;  wind-up, liquidation, termination, and dissolution expenses;  costs, fees, and expenses related to registration, qualification, and/or exemption under any applicable U.S. federal, state, local, or non-U.S. laws, rules, or regulation including, without limitation, blue sky fees, Form D, Commodity Futures Trading Commission filings and notices, and other securities and/or investment-related filing expenses; 8 Papamarkou Wellner Asset Management, Inc.   costs related to any transfers of interests in the Fund, unless otherwise charged to or borne by the applicable transferor and/or transferee;  expenses incurred in connection with the preparation of any amendment to the Fund’s Governing Documents, as well as the preparation or amendment of any side letters;  expenses incurred in connection with pursuing, defending, or participating in any litigation, arbitration, mediation, or similar proceeding by the Fund;  any extraordinary expenses (including, without limitation, all litigation-related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith);  with respect to the PW Nordic Tech Fund, fees, costs, and expenses charged to the Fund by TIN Fonder, including, without limitation, management fees paid by the PW Nordic Tech Fund to TIN Fonder; and  all other fees, costs, charges, and expenses associated with the business, affairs, and/or operations of the Fund. In general, investors in the Funds will bear their proportionate share of the foregoing expenses on a pro rata basis with respect to the size of their capital accounts. PWAMI or its affiliates, however, may allocate expenses on another basis, including by allocating certain expenses to certain (but not all) investors or their capital accounts, upon a determination that such an allocation is more equitable. In addition, PWAMI or its affiliates will have the right to charge any investor, and not treat as a Fund expense, any expense attributable to a single investor or a group of investors, including, without limitation, additional accounting expenses incurred in providing a calculation of “unrelated business taxable income” if any, to particular investors. To the extent that Fund expenses are also attributable to another Fund or advisory client of PWAMI, such amounts will be allocated in accordance with PWAMI’s expense allocation policy, pursuant to which PWAMI will generally allocate such expenses pro rata based upon the respective net asset values of such applicable client. Notwithstanding the foregoing, PWAMI may make non-pro rata allocations as permitted by its expense allocation policy. Compensation for the Sale of Securities or Other Investment Products Certain supervised persons of PWAMI have arrangements with PWAMI whereby they receive a portion of commissions earned by PW&Co under distribution agreements with Third-Party Managers, under which PW&Co acts as placement agent for particular funds and receives remuneration from those funds in connection with PWAMI clients’ purchase of securities, whether (1) a fixed placement fee, (2) a share of management fees paid; or (3) performance fees, including for any investments that may be made by PWAMI advisory clients. These arrangements present material conflicts of interest because they give such Supervised Persons an incentive to recommend particular investments for which they would be entitled to such commissions, in order to increase compensation earned by them, individually (in addition to the incentive they have to increase compensation to PW&Co). PWAMI has procedures in place to ensure that any recommendations made are in the best interest of clients regardless of compensation earned by such supervised persons. Specifically, PWAMI conducts regular account reviews intended to 9 Papamarkou Wellner Asset Management, Inc.  detect and prevent bias of the Firm’s supervised persons associated with their receipt of transaction-based compensation. In addition, it is PWAMI’s practice to offset a client’s advisory fees earned on a particular investment in an amount equal to compensation earned by PW&Co attributable to management fees paid by the client on that investment. Such offset is credited on a dollar-for-dollar basis, to the extent that the reduction does not exceed PWAMI’s total advisory fee charged for that investment. Where the offset results from a lump sum-fee received by PWAMI or PW&Co from a Third-Party Manager, typically a private equity manager, and the offset exceeds PWAMI’s total advisory fee for that investment, the offset is carried forward in future billing periods until the entire offset has been applied to the client’s advisory fee. To the extent a break point applies to the advisory fee against which such offset is being calculated, PWAMI shall calculate the total advisory fees due under the Agreement and deduct all offsets appliable to the client’s investments from that total. For the avoidance of doubt, PWAMI does not offset clients’ advisory fees based on compensation earned by PW&Co attributable to performance fees paid by clients. While PWAMI believes this arrangement benefits clients and mitigates the conflict of interest presented by PW&Co’s arrangements with Third-Party Managers, the fact that compensation earned by PW&Co from Third-Party Managers that is attributable to performance fees paid by PWAMI clients is not offset against PWAMI’s advisory fees creates an incentive for PWAMI to recommend Third-Party Managers that charge performance fees over those that do not and to recommend those that charge a higher performance fee because doing so increases compensation earned by its affiliate, PW&Co. Clients have the option to purchase investment products that PWAMI recommends through other brokers or agents that are not affiliated with PWAMI. PWAMI also enters into referral agreements directly with Third-Party Managers to which PWAMI allocates client funds pursuant to its non-discretionary consulting services, and supervised persons of PWAMI may receive a portion of compensation earned by PWAMI under such agreements. For additional information related to these arrangements, refer to Item 14, below. These arrangements present material conflicts of interest because they give such supervised persons an incentive to recommend particular investments for which they would be entitled to such compensation, in order to increase compensation earned by them, individually (in addition to the incentive they have to increase compensation to PWAMI). PWAMI has procedures in place to ensure that any recommendations made are in the best interest of clients regardless of compensation earned by such supervised persons, as described above. Item 6. Performance-Based Fees and Side-By-Side Management As set forth above, in addition to its Investment Management Fees, PWAMI also charges SMA Performance Fees in certain discretionary managed account strategies and its affiliate, PWM, charges the PW Portfolio Performance Fee to the PW Portfolio. SMA Performance Fees and the PW Portfolio Performance Fee (together, “Performance Fees”) provide an incentive for PWAMI to recommend investments that are riskier or more speculative than would be the case absent Performance Fees. In addition, because PWAMI charges Performance Fees to certain clients and for certain strategies, but not others, there is an incentive to recommend strategies and Funds that pay Performance Fees, as well as strategies paying higher Performance Fees, than strategies or 10 Papamarkou Wellner Asset Management, Inc.  Funds that do not pay Performance Fees at all. PWAMI has procedures in place to ensure that any recommendations made are in the best interest of clients regardless of the client paying a performance-based fee. Specifically, PWAMI conducts regular account reviews intended to detect and prevent bias of supervised persons associated with performance-based fees. In addition, PWAMI and PW&Co receive a share of performance fees from Third-Party Managers, which presents a material conflict of interest, as further detailed in Item 10 and Item 14, below. Refer to Item 10 and Item 14 for descriptions of which of these fees from Third-Party Managers are offset against advisory fees paid by PWAMI clients to PWAMI (and which are not). Item 7. Types of Clients PWAMI generally provides investment advice to high net-worth individuals, family offices, endowments and foundations, pensions and profit-sharing plans, and trusts, estates, and other charitable organizations. PWAMI also advises private funds including, as of the date of this brochure, the PW Portfolio and the PW Nordic Tech Fund. PWAMI does not impose a general minimum account balance or minimum fee for new advisory or existing clients; however, PWAMI may only charge Performance Fees to clients who qualify as “qualified clients” pursuant to Section 205-3 of the Investment Advisers Acts of 1940, as amended (the “Advisers Act”). In addition, PWAMI imposes a minimum investment amount for certain strategies offered as part of its discretionary investment management services, as follows: Strategy Minimum Investment Growth $500,000 Growth and Income $500,000 Dynamic Income $500,000 TacRes $500,000 $1,000,000 Scalar Gauge These minimum amounts may be waived by PWAMI and/or its affiliates based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, or negotiations with clients). In addition, certain Third-Party Manager(s) utilized by PWAMI may impose minimum account balances and/or minimum fees. The Governing Documents of each Fund set minimum amounts for investment by prospective investors in such Fund. These minimum amounts may be waived by PWAMI and/or its affiliates in accordance with the Governing Documents. 11 Papamarkou Wellner Asset Management, Inc.  Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis and Investment Strategies Non-Discretionary Consulting Services and Discretionary Investment Management Services General Overview In providing its non-discretionary consulting services with respect to asset allocation and asset management and its discretionary investment management services, PWAMI leverages the experience of its analysts and advisory personnel to create proprietary analytical modeling, in order to create efficient client portfolios designed to achieve both short and long-term investment goals through the asset allocation of a client’s portfolio across:  select Third-Party Managers in major asset classes;  a customized portfolio in step with an agreed-upon investment philosophy or the specific wishes of the client; and/or  a longer-term portfolio for risk-tolerant investors based on the “Papamarkou Wellner” equity portfolio philosophy, which seeks to build a portfolio of high-quality U.S. and overseas mid to large capitalization companies that are financially sound industry leaders and whose earnings are expected to increase at above average rates over time. Investment strategies recommended to a particular client are based on a customized strategic asset allocation. PWAMI recommends clients’ build portfolios that are globally diversified across asset classes in an effort to control risk. PWAMI’s investment approach seeks to keep the risk of permanent loss (and how to reduce such risk) in mind. For example, the Asset Allocation Plan developed by PWAMI for a client and the Third-Party Managers recommended to execute the Asset Allocation Plan in a specific asset class are chosen with the intent to reduce the volatility of a portfolio and the risk of loss to the client. Accounts managed by PWAMI are managed with a long-term perspective in mind where the growth stocks of superior companies bought at reasonable valuations will compound investor capital over time. High tax efficiency and low turnover in client accounts are also a goal. Shorter- term volatility even in the highest quality equity portfolio is to be expected, however. Third-Party Manager Selection The core processes supporting the PWAMI investment philosophy in selecting Third-Party Managers are:  Manager Sourcing – Extensive network of advisory, asset management, and industry contacts. 12 Papamarkou Wellner Asset Management, Inc.   Quantitative Research o Screen Third-Party Managers by analyzing performance statistics, risk analysis, style analysis, market cycle analysis, and attribution statistics; o Present performance statistics measured to index benchmarks and peer universe using rolling timeframes; and o Aggregate each universe to select Third-Party Managers based on their performance over relevant time periods.  Qualitative Research o Review Third-Party Managers’ narratives and firm/fund information to understand Third-Party Managers’ investment philosophies; o Conduct due diligence to evaluate experience, strategy, portfolio construction, and risk culture and guidelines; and review offering documentation, back office, independent o Thoroughly administration, pricing, and legal counsel.  Portfolio Construction o Focus on select Third-Party Managers within each major asset class; o Design Third-Party Managers’ allocations to achieve investment goals; o Monitoring, includes periodic communication with Third-Party Managers, including conference calls, with the goal of at least one annual in-person or virtual visit; and o Regularly updating pool of approved Third-Party Managers. Under the direction of PWAMI’s Chairman and CEO, Mr. Wellner, PWAMI’s investment committee (the “Investment Committee”) makes final decisions in regard to the selection and monitoring of its recommended Third-Party Managers through regular, ongoing contact with each Third-Party Manager regarding portfolio composition and risk levels. Weekly analysis of actual returns versus expectations, peer group, and benchmark comparisons, and changes in assets under management by the Third-Party Manager are all considered. PWAMI seeks out regular conference calls with each selected Third-Party Manager, as well as semi-annual, annual, or other periodic meetings. PWAMI also conducts regular, full-scale, due diligence in-person or virtual meetings with each selected Third-Party Manager. PWAMI seeks to conduct such visits on-site, on approximately an annual basis. Proprietary Separately Managed Accounts The PWAMI core Growth Equity investment philosophy is based on the premise that superior long-term investment returns can be achieved by investing in high quality U.S. and overseas 13 Papamarkou Wellner Asset Management, Inc.  companies of sizeable market capitalizations that are financially sound industry leaders, whose earnings are expected to increase at above average rates over time. PWAMI employs a fundamental bottom-up research driven investment process. A focus on high quality and understandable businesses allows PWAMI to narrow down the available investment universe to an optimal size. PWAMI’s primary research process enables PWAMI to gain a deep level of insight into the underlying businesses of portfolio companies. In addition, PWAMI pays careful attention to corporate operational capabilities and performance. A thorough income statement and balance sheet analysis is central to PWAMI’s valuation methodology and the process of de-risking of the portfolio. PWAMI believes that portfolio composition is a byproduct of PWAMI’s research effort, and that paying close attention to the fundamentals of securities analysis allows for the evolution of portfolios, with a bias towards owning the best positioned and most undervalued stocks. PWAMI has found that well-diversified portfolios are crafted and monitored over time, recycling capital from stocks that exceed fair value into stocks that are undervalued.  PWAMI brings this philosophy and methodology to bear in managing its Growth Equity strategy. Buying leading growth stocks at reasonable valuations is the hallmark of the Growth Equity strategy. PWAMI seeks strong and transparent management teams, whose interests are aligned with shareholders, with a prowess for redeploying retained earnings into high return projects. In addition, PWAMI looks for excess capital to be returned to investors via dividends and share buybacks. A longer-term ownership perspective leads to relatively low turnover and high tax efficiency. PWAMI’s goal is the compounded growth of investor capital.  In addition to its Growth Equity strategy, PWAMI has created a proprietary Growth and Income strategy based on value-oriented principles. The Growth and Income strategy invests globally in cash flowing securities, predominantly equities, that offer compelling valuations with a good margin of safety and robust dividend yields. PWAMI looks for portfolio companies led by strong and transparent management teams, whose interests are aligned with shareholders, on the basis that capital allocation decisions are paramount to the long-term growth of capital. The strategy seeks companies that redeploy retained earnings into high-return projects, and return the balance via dividends. A longer-term ownership perspective leads to relatively low turnover and tax efficiency. PWAMI’s goal is the compounded growth of investor capital coupled with an above average level of dividend income.  For investors seeking a high level of current income, PWAMI has created a proprietary Dynamic Income strategy. The Dynamic Income strategy invests globally in credit- oriented instruments, following a top-down asset allocation determined by PWAMI’s analysis of interest rates as well as a variety of macro-economic factors. Capital is accordingly deployed within a universe of vetted, select credit managers via closed-end and exchange traded funds. Underlying credit strategies include generalist, high-yield, international, opportunistic, preferred equity, and tax-free, both fixed and floating rate. In addition, the strategy invests in United States treasury securities and cash equivalents. 14 Papamarkou Wellner Asset Management, Inc.  Allocations and underlying investments are constantly monitored, providing the flexibility to adapt to changing economic and market conditions. Each separately managed credit portfolio can offer a customized yield, dependent on the client’s risk tolerance, while offering daily liquidity. PWAMI also manages two additional separately managed account strategies that are sub-advised by Third-Party Managers:  The Natural Resource Tactical Opportunities (or “Tac Res”) strategy is a high conviction short-to-medium term (twelve (12) months to twenty-four (24) or more months) long/short equity investment strategy accessed through separately managed accounts with daily liquidity, subject to ten (10) day notice. The Third-Party Manager has over twenty-five (25) years of experience managing natural resource and precious metals focused portfolios. The TacRes strategy seeks to capture exposure to what management believes will be a precious metals cyclical upswing driven by monetary and fiscal stimulus, structural underinvestment, and depressed valuations resulting from investor disinterest, past underperformance, and green energy concerns.  The Scalar Gauge Concentrated Software Equity (or “Scalar Gauge”) strategy focuses on buying low valuation, enterprise software companies (high quality, though out of favor). The Third-Party Manager plays an activist role in seeking to have portfolio companies acquired by private equity investors. The strategy seeks to take advantage of an inefficient market in valuing out-of-favor software companies that are candidates for acquisition by private equity funds that are built to buy software and drive profitability. The Scalar Gauge strategy focuses on rate of change with deep customer/partner diligence to uncover these assets. Management of the Funds As set forth above, the PW Portfolio is a multi-manager, multi-strategy fund-of-hedge funds providing access to select traditional and alternative investment managers, as determined by the Firm’s analysts. Its objective is to generate for investors absolute returns with low correlation to equity and fixed-income markets. Through a multi-manager strategy, its portfolio is diversified across several uncorrelated investment strategies designed for U.S. taxable investors. The PW Nordic Tech Fund is a Cayman Islands exempted limited partnership established for the purpose of acquiring Class H Shares of TIN Ny Teknik, a Swedish UCITS fund managed by TIN Fonder. TIN Ny Teknik is an equity fund focused on Nordic technology companies, whose products and/or services are characterized by a high degree of technological content and companies whose businesses are characterized by a high degree of research and development. Risk of Loss Investing in securities involves risk of loss (both mark-to-market and permanent) that clients and investors in the Funds should be prepared to bear. While all investment programs in varying degrees are designed to mitigate volatility and risk of loss, there are always certain risks that are 15 Papamarkou Wellner Asset Management, Inc.  borne by the investor. Each client is encouraged to regularly consult with PWAMI to review the specific risk parameters of, and assets that comprise, the client’s account. PWAMI’s investment recommendations are subject to various market, currency, economic, public health, political, and business risks, and such investment decisions may not always be profitable. Clients should be aware that there may be a loss or depreciation to the value of the client’s investment accounts. There can be no assurance that the client’s investment objectives will be obtained and no inference to the contrary should be made. Additional risks involved in the securities recommended by PWAMI may include, among others: Stock Market and Equities Risk: Stock market risk is the chance that stock prices overall will decline. The market value of equity securities will generally fluctuate with market conditions. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Prices of equity securities tend to fluctuate over the short term as a result of factors affecting the individual companies, industries, or the securities market as a whole. Equity securities generally have greater price volatility than fixed income securities. Certain equity securities carry more risks than others, but all equity securities are susceptible to risk. Small-cap equity securities are generally more volatile than mid-cap and large-cap equity securities and may be more susceptible to market and economic conditions. Small-cap equities may also be less liquid than mid-cap and large-cap equities, which may affect the ease at which a security can be bought or sold, particularly during times of market stress or volatility. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If a client held common stock, or common stock equivalents, of any given issuer, they would generally be exposed to greater risk than if they held preferred stocks and debt obligations of the issuer. Mutual Funds and ETFs: An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a 16 Papamarkou Wellner Asset Management, Inc.  premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Sector Risk: Sector risk is the chance that significant problems will affect a particular sector, or that returns from that sector will trail returns from the overall stock market. Daily fluctuations in specific market sectors are often more extreme than fluctuations in the overall market. Fixed Income Risk: When investing in bonds, there is the risk that issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. Interest Rate Risk: The value of fixed income investments tends to decline as interest rates rise. As a result, investors who own fixed income investments through pooled vehicles such as ETFs or mutual funds, and investors who seek to sell fixed income investments prior to maturity, may incur losses. Liquidity Risk: High volatility or the lack of deep and active liquid markets for a security may prevent a client from selling their securities at all, or at an advantageous time or price because PWAMI and the client’s broker may have difficulty finding a buyer and may be forced to sell at a significant discount to market value. Some securities (including ETFs) that hold or trade financial instruments may be adversely affected by liquidity issues as they manage their portfolios. Concentration Risk: Portfolios managed by PWAMI may from time to time be concentrated in a single security, geographic region, or asset class. The value of client investment accounts will vary considerably in response to changes in the market value of that individual security, region or asset class. This may result in higher volatility. Foreign Investing and Emerging Markets Risk: Foreign investing involves risks not typically associated with U.S. investments, and the risks may be exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors that are not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. 17 Papamarkou Wellner Asset Management, Inc.  Inflation, Currency, and Interest Rate Risks: 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 an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by PWAMI may be affected by the risk that currency devaluations affect client purchasing power. Legislative and Tax Risk: Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment adviser or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization or tax reporting obligations (particularly for ETF securities dealing in natural resources). In certain circumstances a client may incur taxable income on their investments without a cash distribution to pay the tax due. Risks That Apply Primarily to Alternative Investments:  Long-term Commitment Required – A commitment to an alternative investment is typically a long-term investment. Clients should be willing to hold their interests until the liquidation of the relevant investment.  Illiquidity; Restrictions on Transfer and Withdrawal – Alternative investments are often highly illiquid. Except in certain very limited circumstances, investors will not be permitted to transfer their interests without the prior written consent of the board of managers, general partner, or equivalent of the relevant alternative investment, which may be granted or withheld in its sole discretion. The transferability of interests in alternative investments may also be subject to certain restrictions contained in each alternative investments’ offering and organizational documents and restrictions on resale imposed under applicable securities laws.  Speculative Nature – Alternative investments are typically highly speculative in nature, are subject to many risks and are only appropriate for the portion of client portfolios that can withstand a total loss of investment. Clients are urged to carefully review the offering memoranda or similar documentation for the alternative investment for a description of material risks associated with the investment. The foregoing does not purport to be a complete enumeration or explanation of the risks involved in investments through alternative investments, including the Funds. Prospective investors in the Funds are recommended to review the Governing Documents of each Fund for a more complete discussion of the risk factors associated with an investment in the Fund, and consult with their own advisors before deciding whether to invest in a Fund. Third-Party Manager Risk: Although PWAMI conducts significant due diligence on Third- Party Managers and their respective private funds, as applicable, PWAMI has no control over the 18 Papamarkou Wellner Asset Management, Inc.  day-to-day operations of any of its selected Third-Party Managers or such funds. Consequently, PWAMI would not necessarily be aware of certain activities at the underlying fund level, including without limitation the funds of Third-Party Managers engaging in unreported risks, investment “style drift”, or even fraud. As a result, there can be no assurance that funds managed by Third-Party Managers recommended by PWAMI will conform their conduct in a manner that is consistent with PWAMI’s expectations. In addition, as PWAMI does not control the underlying investments in a Third-Party Manager’s portfolio, there is also a risk that a Third-Party Manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for PWAMI’s clients. Moreover, as PWAMI does not control the Third-Party Manager’s daily business and compliance operations, it is possible for PWAMI to miss the absence of internal controls necessary to prevent business, regulatory, or reputational deficiencies. Advisory Risk: There is no guarantee that PWAMI’s judgment or investment decisions about particular securities or asset classes will necessarily produce the intended results. PWAMI’s judgment may prove to be incorrect, and a client might not achieve her investment objectives. In addition, it is possible that PWAMI fail to manage its business such that PWAMI remains a going concern which would be disruptive to clients as they would need to find a new investment adviser. Cybersecurity Risk: The computer systems, networks and devices used by PWAMI and service providers to PWAMI and its clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by PWAMI and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Operational Risk: Operational risk is the potential for loss caused by a deficiency in information, communication, transaction processing and settlement and accounting systems. PWAMI will maintain controls that include systems and procedures to record and reconcile transactions and positions, and to obtain necessary documentation for trading activities. 19 Papamarkou Wellner Asset Management, Inc.  Business Continuity Risks: PWAMI’s business operations may be vulnerable to disruption in the case of catastrophic events such as fires, natural disasters, terrorist attacks or other circumstances resulting in property damage, network interruption and/or prolonged power outages. Although PWAMI has implemented measures to manage risks relating to these types of events, there can be no assurances that all contingencies can be planned for. These risks of loss can be substantial and could have a material adverse effect on PWAMI and investments therein. Pandemic Risk: An epidemic outbreak and reactions to such an outbreak could cause uncertainty in markets and businesses, including PWAMI’s business, and may adversely affect the performance of the global economy, including causing market volatility, market and business uncertainty and closures, supply chain and travel interruptions, the need for employees and vendors to work at external locations, and extensive medical absences. PWAMI has policies and procedures to address known situations, but because a large epidemic may create significant market and business uncertainties and disruptions, not all events that could affect PWAMI’s business and/or the markets can be determined and addressed in advance. The foregoing list of risks does not purport to be a complete enumeration or explanation of the risks involved in investing in investments. As investment strategies develop and change over time, clients may be subject to additional and different risk factors. No assurance can be made that profits will be achieved or that substantial losses will not be incurred. Item 9. Disciplinary Information There are no legal or disciplinary events that are material to a client’s evaluation of PWAMI’s advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations Set forth below is a description of PWAMI’s material business relationship or arrangements with financial industry participants, including related persons (i.e., affiliates of PWAMI). Affiliated Broker-Dealer As set forth above, PWAMI is affiliated with PW&Co, an SEC-registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investors Protection Corporation (“SIPC”). In addition, certain of the supervised persons of PWAMI are also registered representatives of PW&Co, and in their individual capacities, affect securities brokerage transactions on a commission basis, including transactions for PWAMI’s investment advisory clients, as authorized. The principal place of business of PWAMI is the same as that of PW&Co. 20 Papamarkou Wellner Asset Management, Inc.  A client may be, or elect to become, a customer of PW&Co, which would be the broker-dealer to which the client’s advisory account is introduced. A client is under no obligation to choose PW&Co. PWAMI advisory clients may choose another broker-dealer or custodian at which their account assets can be held and/or at which securities transactions are conducted, subject to approval of PWAMI. Whether an advisory client, choose PW&Co or another broker-dealer, there are certain fees clients will pay to a broker separately from and in addition to the advisory fee you would pay to PWAMI. However, where you elect to become a customer of PW&Co, a conflict of interest results due to the affiliation between PWAMI and PW&Co, as well as the ability of PWAMI’s supervised persons to receive transaction-based compensation in relation to PWAMI advisory clients’ transactions. There are various ways in which PW&Co may receive compensation in relation to securities transactions of PWAMI advisory clients including, but not limited to, the following:  Sharing of 12b-1 Fees – 12b-1 fees earned from PWAMI clients, who are customers of PW&Co are paid by Pershing, LLC (“Pershing”), the clearing broker, to PW&Co.  Sharing or Margin Revenue – A portion of margin interest collected by Pershing in margin accounts of clients of PWAMI, who are customers of PW&Co is shared with PW&Co on a negotiated basis.  Sharing of Money Market Interest – A portion of the money market interest earned on free cash in accounts of PWAMI clients, who are customers of PW&Co is retained by Pershing and shared with PW&Co.  Distribution Arrangements – PW&Co has non-exclusive distribution agreements with several Third-Party Managers, under which PW&Co acts as placement agent for particular funds and receives remuneration from those funds in connection with PWAMI clients’ purchase of securities, whether (1) a fixed placement fee, (2) a share of management fees paid; or (3) performance fees, including for any investments that may be made by PWAMI advisory clients. Subject to the terms of the agreement with the Third-Party Manager, PW&Co will generally receive the fees stipulated in the distribution agreement for as long as the PWAMI client is an investor in the fund managed by the Third-Party Manager. These arrangements present material conflicts of interest because they give PWAMI an incentive to recommend particular investments in order to increase compensation earned by PW&Co. In particular, PWAMI has an incentive to recommend the following: investments that will result in payments of 12b-1 fees to PW&Co; the use of margin through Pershing; money market funds through Pershing; and investments managed by Third-Party Managers who have entered into distribution agreements with PW&Co. These arrangements also present material conflicts of interest because they give such supervised persons an incentive to recommend particular investments for which they would be entitled to such commissions, in order to increase compensation earned by them, individually (in addition to the incentive they have to increase compensation to PW&Co). 21 Papamarkou Wellner Asset Management, Inc.  Notwithstanding the foregoing, PWAMI has procedures in place to ensure that any recommendations made are in the best interest of clients regardless of compensation earned by PW&Co and individual supervised persons of PWAMI, who are also registered representatives of PW&Co, as described in Item 5. In addition, it is PWAMI’s practice to offset a client’s advisory fees earned on a particular investment in an amount equal to compensation earned by PW&Co attributable to management fees paid by the client on that investment. Such offset is credited on a dollar-for-dollar basis, to the extent that the reduction does not exceed PWAMI’s total advisory fee charged for that investment. Where the offset results from a lump sum-fee received by PWAMI or PW&Co from a Third-Party Manager, typically a private equity manager, and the offset exceeds PWAMI’s total advisory fee for that investment, the offset is carried forward in future billing periods until the entire offset has been applied to the client’s advisory fee. To the extent a break point applies to the advisory fee against which such offset is being calculated, PWAMI shall calculate the total advisory fees due under the Agreement and deduct all offsets appliable to the client’s investments from that total. For the avoidance of doubt, PWAMI does not offset clients’ advisory fees based on compensation earned by PW&Co attributable to performance fees paid by clients. While PWAMI believes this arrangement benefits clients and mitigates the conflict of interest presented by PW&Co’s arrangements with Third-Party Managers, the fact that compensation earned by PW&Co from Third-Party Managers that is attributable to performance fees paid by PWAMI clients is not offset against PWAMI’s advisory fees creates an incentive for PWAMI to recommend Third-Party Managers that charge performance fees over those that do not and to recommend those that charge a higher performance fee because doing so increases compensation earned by its affiliate, PW&Co. Please note that PWAMI also enters into referral agreements directly with Third-Party Managers. These arrangements create similar conflicts of interest to those presented by PW&Co’s arrangements with Third-Party Managers. These arrangements involving PWAMI and associated conflicts of interest are discussed in Item 14, below. Affiliated Sponsors of Private Funds PWM acts as the managing member of the PW Portfolio, and PWAMI’s affiliate, PW Nordic Technology and Innovation Fund GP, LLC (“PW Nordic Tech GP,” acts as the general partner of the PW Nordic Tech Fund (PWM and PW Nordic Tech GP, are collectively the “Fund Sponsors”). PWM receives the PW Portfolio Performance Fee and PW Portfolio Administrative Fee from the PW Portfolio. Based on the PW Portfolio Fees earned by PWAMI and PWM and the distribution fee earned by PW&Co in relation to the value of management fees earned by Tin Fonder, PWAMI has a conflict of interest in recommending the Funds to its advisory clients. PWAMI addresses this conflict by rebating management fees earned by PWAMI on a dollar-for- dollar basis, to the extent that the reduction does not exceed PWAMI’s total advisory fee charged for that investment. For the avoidance of doubt, PWAMI does not offset clients’ advisory fees based on carried interest earned by PWM in connection with their investment in the PW Portfolio. While PWAMI believes this procedure benefits clients and mitigates the conflict of interest presented by PWAMI’s recommendation of its Funds, the fact that carried interest earned by PWM is not offset against PWAMI’s advisory fees creates an incentive for PWAMI to recommend the PW Portfolio over other investments because doing so increases compensation earned by its affiliate, PWM. 22 Papamarkou Wellner Asset Management, Inc.  Item 11. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Description of PWAMI’s Code of Ethics PWAMI has adopted a Code of Ethics, pursuant to Rule 204A-1 under the Advisers Act (the “Code of Ethics Rule”) that reflects PWAMI’s high standards and commercial honor for the conduct of its business and for the proper performance of its duties with respect to its clients. PWAMI’s Code of Ethics requires its personnel to conduct themselves at all times in compliance with the following standards of business conduct:  PWAMI’s has a policy of complying with all applicable laws, rules, and regulations, including but not limited to the federal securities laws;  As a fiduciary for its clients, it is PWAMI’s policy to act in the interests of its clients first, and to adhere to the highest ethical standards in its dealings with clients; and  PWAMI and its supervised persons shall deal with all clients in the utmost good faith and shall disclose to clients all material facts relating to the advisory relationship. PWAMI will provide a copy of the Code of Ethics to a client or prospective client upon request. Please contact PWAMI at 212-223-2020 or info@papamarkou.com. Recommendation of Private Funds Sponsored by Affiliates As set forth in Item 10, above, the Fund Sponsors serve as managing member and general partner of the Funds and PWM receives the PW Portfolio Performance Fee from the PW Portfolio. In light of the foregoing, PWAMI has a conflict of interest in recommending the Funds to its advisory clients. PWAMI addresses this conflict by rebating management fees earned by PWAMI on a dollar-for-dollar basis, to the extent that the reduction does not exceed PWAMI’s total advisory fee charged for that investment. For the avoidance of doubt, PWAMI does not offset clients’ advisory fees based on carried interest earned by PWM in connection with their investment in the PW Portfolio. While PWAMI believes this arrangement benefits clients and mitigates the conflict of interest presented by PWAMI’s recommendation of its Funds, the fact that carried interest earned by PWM is not offset against PWAMI’s advisory fees creates an incentive for PWAMI to recommend the PW Portfolio over other investments because doing so increases compensation earned by its affiliate, PWM. Participation or Interest in Client Transactions Unless specifically permitted in PWAMI’s Code of Ethics, none of PWAMI’s employees who meet the definition of (or are otherwise designated as) “Access Persons” under the Code of Ethics Rule may effect for themselves or for their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) any transactions in a security which is 23 Papamarkou Wellner Asset Management, Inc.  being actively purchased or sold, or is being considered for purchase or sale, on behalf of any of PWAMI’s clients. When PWAMI is purchasing or considering for purchase any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the purchase or until a decision has been made not to purchase such security. Similarly, when PWAMI is selling or considering the sale of any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the sale or until a decision has been made not to sell such security. These requirements are not applicable to: (i) direct obligations of the government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Furthermore, Access Persons can affect transactions as part of a batch trade that will include client trades. The Chief Compliance Officer (“CCO”) of PWAMI is Mr. Bryon H. Lyons. He or his designee reviews all employee trades no less than quarterly in accordance with PWAMI’s Code of Ethics; and his own securities transactions are managed in accordance with PWAMI’s Code of Ethics, as well. The personal trading reviews ensure that the personal trading of PWAMI’s employees does not affect the markets, and that clients of PWAMI receive preferential treatment. Since employee personal trades are traditionally small trades, the trades do not affect the securities markets. Item 12. Brokerage Practices Selection of Broker-Dealers PWAMI recommends clients engage its affiliate, PW&Co, as introducing broker. Pershing serves as the clearing broker to PW&Co. The commissions paid by PWAMI’s clients comply with PWAMI’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified broker-dealer might charge to effect the same transaction where PWAMI 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 broker- dealers’ services, including among others, the value of research provided, execution capability, commission rates, and responsiveness. PWAMI seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. The commissions and/or transaction fees charged by PW&Co and Pershing may be higher or lower than those charged by other broker-dealers. PW&Co regularly reviews its recommendation of PW&Co in light of its fiduciary duty, including its duty to obtain best execution thereunder. Factors which PWAMI considers in recommending PW&Co, Pershing, and any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. 24 Papamarkou Wellner Asset Management, Inc.  PW&Co, the broker-dealer subsidiary of PWAMI, conducts best execution review of its customer transactions in accordance with regulatory requirements and its own internal written supervisory procedures. Order Aggregation PWAMI maintains written policies and procedures regarding the aggregation of client orders. Such aggregation of client orders includes batching and aggregation of client orders where PWAMI deems appropriate. Where aggregation of client orders is done by PW&Co, PW&Co may aggregate multiple customer orders or may provide an average price to a client or clients for multiple transactions conducted in the same security in order to fill a client order or client orders, such activities will be conducted in accordance with FINRA and SEC regulations and PW&Co’s written supervisory procedures. Receipt of Soft Dollars PWAMI has not entered into any formal soft-dollar arrangements with any broker. Brokerage for Client Referrals PWAMI does not receive client referrals from a broker and therefore does not consider such referrals in selecting or recommending broker-dealers. Directed Brokerage As set forth in Item 10, above, PWAMI clients are under no obligation to choose PW&Co or Pershing. PWAMI advisory clients may choose another broker-dealer or custodian at which their account assets can be held and/or at which securities transactions are conducted, subject to approval of PWAMI. In such instances, clients may be unable to achieve most favorable execution of client transactions. This practice may cost clients more money. Item 13. Review of Accounts Client Account Reviews For clients who engage PWAMI for non-discretionary consulting services with respect to asset allocation and asset management, PWAMI reviews and updates Asset Allocation plans periodically, in connection with regular meetings with clients, and as otherwise requested by clients. PWAMI generally reviews its advice with respect to proprietary separately managed account strategies in weekly firmwide meetings. In addition, the Investment Committee reviews its advice with respect to such strategies in its periodic meetings, which generally occur on a quarterly basis. PWAMI reviews the accounts of Fund clients in accordance with their respective Governing Documents. 25 Papamarkou Wellner Asset Management, Inc.  Client Reporting The nature and frequency of PWAMI’s reports to individual clients is highly flexible and tailored to each clients’ needs and wishes. Specifically, under the direction of PWAMI’s senior management, PWAMI generally provides clients regular monthly, quarterly, or ad hoc portfolio monitoring (depending on the client’s needs and preferences). In addition, PWAMI generally provides each client with a specific breakdown of assets under management in the form of a regular statement (at whatever frequency desired by the client, but no less than quarterly). Such statements generally contain both combined asset positions held at multiple Third-Party Managers and performance monitoring that includes the benchmarking of each Third-Party Manager’s performance relative to market indices, with portfolio holdings detail. Clients should compare the statements they receive from PW&Co and/or other financial institutions that act as qualified custodian for account assets to the reports they receive from PWAMI. Investors in the Funds will receive annual audited financial statements, as described in Item 15, below, and any other reporting prescribed in the Funds’ Governing Documents. Investors in the funds should compare any reporting they receive from PWAMI to the audited financial statements they receive. Item 14. Client Referrals and Other Compensation Client Referrals As set forth in Item 10, above, PWAMI ‘s affiliate, PW&Co, receives compensation from Third- Party Managers pursuant to distribution agreements and referral arrangements. Refer to Item 10 for additional information about these arrangements, including related conflicts of interest. In addition to these arrangements involving PW&Co, PWAMI also enters into referral arrangements with Third-Party Managers, as described herein. PWAMI has referral agreements with several unaffiliated Third-Party Managers pursuant to which PWAMI receives cash fees for referring clients to them. Such fees come in two different forms: (1) a share of management fees paid to the Third-Party Manager; and (2) a share of the annual performance fees paid to the Third-Party Manager. Subject to the terms of the agreement with the Third-Party Manager, PWAMI will generally receive the fees stipulated in the referral agreement for as long as the PWAMI client is a client of the Third-Party Manager. These arrangements present material conflicts of interest because they give PWAMI an incentive to recommend particular investments in order to increase compensation it earns. In particular, PWAMI has an incentive to recommend Third-Party Managers who have entered into referral agreements with PWAMI. These arrangements present material conflicts of interest because they give supervised persons of PWAMI, who receive a share of this compensation an incentive to recommend particular investments for which they would be entitled to such compensation, in order to increase compensation earned by them, individually (in addition to the incentive they have to increase compensation to PWAMI). Notwithstanding the foregoing, PWAMI has 26 Papamarkou Wellner Asset Management, Inc.  procedures in place to ensure that any recommendations made are in the best interest of clients regardless of referral compensation earned by PWAMI and its supervised persons, as described in Item 5. In addition, it is PWAMI’s practice to offset a client’s advisory fees earned on a particular investment in an amount equal to compensation earned by PWAMI attributable to management fees paid by the client on that investment. Such offset is credited on a dollar-for- dollar basis, to the extent that the reduction does not exceed PWAMI’s total advisory fee charged for that investment. To the extent a break point applies to the advisory fee against which such offset is being calculated, PWAMI applies the highest applicable advisory fee for the particular investment. For the avoidance of doubt, PWAMI does not offset clients’ advisory fees based on compensation it earns attributable to performance fees paid by clients to Third-Party Managers. While PWAMI believes this arrangement benefits clients and partially mitigates the conflict of interest presented by PWAMI’s arrangements with Third-Party Managers, the fact that compensation earned by PWAMI from Third-Party Managers that is attributable to performance fees paid by PWAMI clients are not offset against PWAMI’s advisory fees creates an incentive for PWAMI to recommend Third-Party Managers that charge performance fees over those that do not and to recommend those that charge a higher performance fee because doing so increases compensation earned by PWAMI. Item 15. Custody Pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), PWAMI is deemed to have custody of certain of our clients’ funds and securities because PWAMI debits fees directly from the accounts of such clients. All client funds and securities are held at independent qualified custodians, except in certain circumstances, privately offered securities. The qualified custodian of each client account sends or makes available, on a quarterly basis or more frequently, account statements directly to each client. Clients should carefully review account statements from their qualified custodians and compare the information therein with any invoices, financial statements, or other information received or made available to clients through PWAMI or any other outside vendor. Pursuant to the Custody Rule, PWAMI is also deemed to have custody of the Funds’ funds and securities. In addition to holding the Funds’ funds and securities with an unaffiliated, qualified, third-party custodian, subject to certain exceptions set forth in the Custody Rule and related guidance, the assets of the Funds are subject to a year-end audit by an independent public accounting firm that is registered with and subject to regular inspection by, the Public Company Accounting Oversight Board. These annual audited financial statements are then distributed to investors in the Funds no later than one hundred and twenty (120) days after the Funds’ fiscal year-ends. Investors in the Funds should review these audited financial statements carefully. Item 16. Investment Discretion PWAMI’s consulting services with respect to asset allocation and asset management are provided on a non-discretionary basis, whereby PWAMI shall not effect securities transactions 27 Papamarkou Wellner Asset Management, Inc.  recommended thereunder without the client’s prior approval and consent for each transaction. PWAMI’s investment management services to private clients are provided on a discretionary basis, whereby clients grant PWAMI discretionary authority for PWAMI to effect securities transactions for them without their prior consent and approval for each transaction. Such trading authorization is granted through a limited power of attorney within PWAMI’s written advisory agreement. PWAMI’s investment management services to the Funds are provided on a discretionary basis whereby the Funds grant PWAMI discretionary authority for PWAMI to effect securities transactions for them without their prior consent and approval for each transaction. Such trading authorization is granted through the Funds’ Governing Documents. Item 17. Voting Client Securities PWAMI exercises voting authority over client securities in accounts managed as part of PWAMI’s discretionary investment management services. PWAMI maintains in its books and records a written document describing the rationale for each vote cast in regard to an issuer ballot, which will be made available upon request to any client beneficial holder of that security at the time of the vote. PWAMI has developed policies and procedures to address potential conflicts of interest in proxy voting. First, none of PWAMI’s advisory personnel or their immediate family members and no officer, director, shareholder or employee of PWAMI is permitted to participate in the proxy voting process of an issuer of a security held in a client separate account if that person is (i) an officer or director of the issuer of that security; (ii) a shareholder beneficially owning five percent (5%) or more of the outstanding securities of any class of the issuer; or, (iii) otherwise interested in any way (other than beneficial ownership of less than five percent (5%) of the outstanding securities of any class of the issuer) in the outcome of the vote to be held with respect to that security. Prior to electing to follow any specific course when voting a client security, PWAMI will:  Determine the impact of following such guidelines on all affected clients, including whether the guidelines would be more appropriate for one group of clients and not for others;  Identify any direct or indirect benefits that might flow to PWAMI or an individual associated with PWAMI as a result of choosing one course over another;  Address any conflicts of interest raised by the selection of such course. Although PWAMI’s analysts would prepare the initial PWAMI position memo on each proxy ballot or corporate action vote, the actual final vote approval is determined by an internal majority vote of the Investment Committee generally comprised of five (5) committee members. If PWAMI’s CCO determines that a conflict of interest exists for one or more members of the committee at the time of the Committee vote, such person(s) will not be permitted to vote on that ballot. As noted above, PWAMI will maintain in its files a written document describing each vote 28 Papamarkou Wellner Asset Management, Inc.  and PWAMI’s position for each vote cast. Such documentation will include a description of the composition of the Investment Committee for each ballot and the reasoning supporting the disqualification from voting of any Investment Committee member for the specific issuer and vote. Such books and records of PWAMI will be made available upon request to any client beneficial holder of that security at the time of the vote. Third-Party Managers that manage accounts under PWAMI’s non-discretionary consulting services will typically vote proxies and corporate actions for client assets under their management. Clients may obtain a copy of PWAMI’s full proxy voting policies and procedures and records related to how PWAMI has voted proxies on their behalf by contacting PWAMI at 212-223-2020 or info@papamarkou.com. Item 18. Financial Information PWAMI is not required to include a balance sheet for its most recent financial year, is not aware of any financial condition reasonably likely to impair its ability to meet its contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten (10) years. 29 Papamarkou Wellner Asset Management, Inc.