&PARTNERS

Item 1- Cover Page ADV Part 2A &Partners, LLC 40 Burton Hills Blvd., Suite 350 Nashville, TN 37215 314-384-3833 h(cid:425)ps://www.andpartners.com December 15, 2025 This Brochure provides informa(cid:415)on about the qualifica(cid:415)ons and business prac(cid:415)ces of &Partners, referred to herein as (AP, the “Firm”, our, us or we). When we use the words “you”, “your”, and “client” we are referring to you as our client or our prospec(cid:415)ve client. We use the term “FA” when referring to all individuals providing investment advice on our behalf. If you have any ques(cid:415)ons about the contents of this Brochure, please contact us at 314-384-3833. The informa(cid:415)on in this Brochure has not been approved or verified by the United States Securi(cid:415)es and Exchanges Commission (“SEC”) or by any state securi(cid:415)es authority. &Partners is the enterprise trade/marke(cid:415)ng name for Ampersand Partners LLC, a Delaware limited liability company, and its subsidiary, &Partners, LLC, a Tennessee limited liability company registered with the U.S. Securi(cid:415)es and Exchange Commission as a broker-dealer and investment adviser. Securi(cid:415)es and investment advisory services offered through &Partners, LLC, member FINRA and SIPC. Because AP is dually-registered as a broker-dealer (“BD”) and a registered investment adviser (“RIA”), this means your FA may act as either a broker-dealer representative (“RR”) or an investment adviser representative (“IAR”) depending on the products or services you select. All recommendations provided regarding the establishment of a brokerage account or made in connection with your brokerage account(s) and the assets therein are made in the FA’s capacity as an RR. Whereas, all recommendations provided regarding the establishment of an advisory account, any transfer or reallocation of assets to or from an advisory account or otherwise provided in connection with your advisory account(s) and the assets therein are made in the FA’s capacity as an IAR. The registra(cid:415)on of an RIA does not imply any level of skill or training. The oral and wri(cid:425)en communica(cid:415)ons made to you by AP, including the informa(cid:415)on contained in this Brochure, should provide you with informa(cid:415)on to determine whether to hire or retain AP as your RIA. Page | 1  Addi(cid:415)onal informa(cid:415)on about AP is available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides informa(cid:415)on about any persons affiliated with, registered, and required to be registered, as FAs of AP. Item 2- Table of Contents Contents Item 1- Cover Page ........................................................................................................................................ 1 Item 2- Table of Contents .............................................................................................................................. 2 Item 3- Material Changes .............................................................................................................................. 5 Item 4- Advisory Business ............................................................................................................................. 5 Ownership ................................................................................................................................................. 5 Regulatory Assets Under Management .................................................................................................... 5 Investment Products ................................................................................................................................. 5 Advisory Programs .................................................................................................................................... 6 Por(cid:414)olio Manager Selec(cid:415)on ................................................................................................................. 6 Third Party Por(cid:414)olio Manager Selec(cid:415)on ............................................................................................... 9 Performance Review ............................................................................................................................. 9 Informa(cid:415)on about Fees ....................................................................................................................... 10 Advisory Representa(cid:415)ve Disclosure .................................................................................................... 10 Other Advisory Services .......................................................................................................................... 10 Overview ............................................................................................................................................. 10 Furnishing Advice Not Involving Securi(cid:415)es ......................................................................................... 10 Financial and Tax Planning .................................................................................................................. 11 Estate and Trust Administra(cid:415)on Consul(cid:415)ng ........................................................................................ 11 ERISA 3(21) Investment Adviser Services ............................................................................................ 11 Re(cid:415)rement Plan Educa(cid:415)onal Consul(cid:415)ng Services ............................................................................... 11 Research Report Services .................................................................................................................... 12 Publica(cid:415)on of Newsle(cid:425)ers or Periodicals ........................................................................................... 12 Re(cid:415)rement Plan Par(cid:415)cipant Discre(cid:415)onary Account Management ..................................................... 12 Educa(cid:415)onal Seminars .......................................................................................................................... 12 Investment Objec(cid:415)ves ........................................................................................................................ 12 Termina(cid:415)on ......................................................................................................................................... 12 Educa(cid:415)on ............................................................................................................................................ 12 Item 5- Fees and Compensa(cid:415)on ................................................................................................................. 13 Page | 2  Fee Types ............................................................................................................................................. 13 Fee Schedule ....................................................................................................................................... 13 Advisory Fee Computa(cid:415)on .................................................................................................................. 17 Employee Accounts and Pro Bono Accounts ...................................................................................... 17 Mutual Funds ...................................................................................................................................... 17 Transac(cid:415)on Costs and Fees ................................................................................................................. 18 Fee Disclosures .................................................................................................................................... 18 Bank Deposit Sweep Program (“BDSP”) .............................................................................................. 18 Money Market Mutual Funds ............................................................................................................. 19 Material Conflicts of Interest Related to the Sweep Program ............................................................ 20 Conflicts of Interest ............................................................................................................................. 20 Item 6- Performance- Based Fees and Side-By-Side Management ............................................................. 21 Overview ............................................................................................................................................. 21 Side-By-Side Management .................................................................................................................. 21 Item 7- Types of Clients ............................................................................................................................... 21 Item 8- Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 22 Analysis Methods .................................................................................................................................... 22 Fundamental ....................................................................................................................................... 22 Technical .............................................................................................................................................. 22 Quan(cid:415)ta(cid:415)ve ........................................................................................................................................ 22 Sources of Informa(cid:415)on ............................................................................................................................ 22 Investment Strategies and Trading .......................................................................................................... 22 Investment Strategy Risks ....................................................................................................................... 23 Lack of Diversifica(cid:415)on ......................................................................................................................... 23 Liquidity ............................................................................................................................................... 23 Cash and Cash Alterna(cid:415)ves ................................................................................................................. 23 Leverage .............................................................................................................................................. 24 Interest Rate Fluctua(cid:415)ons ................................................................................................................... 24 Long term Purchases (securi(cid:415)es held at least a year) ............................................................................. 24 Liquidity ............................................................................................................................................... 24 Short-term purchases (securi(cid:415)es sold within a year) and Frequent Trading (securi(cid:415)es sold within 30 days) ........................................................................................................................................................ 25 Market Risks ........................................................................................................................................ 25 Page | 3  Frequent Trading is Specula(cid:415)ve .......................................................................................................... 25 Op(cid:415)ons and Other Deriva(cid:415)ves ............................................................................................................ 25 Uncovered Risks .................................................................................................................................. 25 U(cid:415)liza(cid:415)on of Alterna(cid:415)ve Investments and Complex Products ........................................................... 26 Item 9- Disciplinary Informa(cid:415)on ................................................................................................................. 26 Item 10- Other Financial Industry Ac(cid:415)vi(cid:415)es and Affilia(cid:415)ons ...................................................................... 27 Broker Dealer .......................................................................................................................................... 27 Investment Banking ................................................................................................................................ 27 Municipal Advisor/Underwriter .............................................................................................................. 27 Ins(cid:415)tu(cid:415)onal Trading ................................................................................................................................ 28 Insurance ................................................................................................................................................. 28 Other Ac(cid:415)vi(cid:415)es ....................................................................................................................................... 28 Item 11- Code of Business Conduct and Ethics, Par(cid:415)cipa(cid:415)on or Interest in Client Transac(cid:415)ons and Personal Trading .......................................................................................................................................... 29 Item 12- Brokerage Prac(cid:415)ces ...................................................................................................................... 29 General .................................................................................................................................................... 29 Trading Prac(cid:415)ces ..................................................................................................................................... 30 Best Execu(cid:415)on ..................................................................................................................................... 30 Batched Trades .................................................................................................................................... 30 Trade Error .......................................................................................................................................... 30 Directed Brokerage.............................................................................................................................. 31 Cross-Trade Transac(cid:415)ons ..................................................................................................................... 31 So(cid:332) Dollar Arrangements ........................................................................................................................ 31 Hard Dollar Arrangements ...................................................................................................................... 32 Brokerage for Client Referrals ................................................................................................................. 32 Research .................................................................................................................................................. 32 Item 13- Review of Accounts ...................................................................................................................... 32 Item 14- Client Referrals and Other Compensa(cid:415)on .................................................................................... 32 Referral/Promoter Arrangements ........................................................................................................... 32 Other Compensa(cid:415)on ............................................................................................................................... 33 Cash and Sweep Programs .................................................................................................................. 33 Margin Loans and Non-Purpose Loans ............................................................................................... 33 Transac(cid:415)on Flow ................................................................................................................................. 34 Page | 4  Payment for Asset and Order Flow ..................................................................................................... 34 Item 15- Custody ......................................................................................................................................... 34 Advisory Fees ...................................................................................................................................... 35 Standing Instruc(cid:415)ons .......................................................................................................................... 35 Service as Trustee/Executor/POA ....................................................................................................... 35 Item 16 – Investment Discre(cid:415)on ................................................................................................................. 35 Item 17- Vo(cid:415)ng Client Securi(cid:415)es ................................................................................................................. 35 Item 18- Financial Informa(cid:415)on .................................................................................................................... 36 Item 3- Material Changes There have been material changes as well as clarifica(cid:415)ons to exis(cid:415)ng disclosure related items. A summary of changes is as follows: 1.) The Firm amended and clarified its policies for Vo(cid:415)ng Client Securi(cid:415)es 2.) The Firm added references to its Miscellaneous Fee Schedule in Sec(cid:415)on 5 – Fees and Compensa(cid:415)on Our Brochure may be requested by sending a wri(cid:425)en request to 40 Burton Hills Blvd Ste. 350 Nashville, TN 37215 or by contac(cid:415)ng our office at 314-384-3833. It is also available, free of charge, on our website h(cid:425)p://www.andpartners.com. You can obtain addi(cid:415)onal informa(cid:415)on about us at www.adviserinfo.sec.gov. Item 4- Advisory Business Ownership The owner of AP is Ampersand Partners LLC. No owner represents more than 10% ownership of the LLC. Regulatory Assets Under Management As of December 31, 2024 AP client assets managed on a discre(cid:415)onary basis- $13,992,265,735 AP client assets managed on a non-discre(cid:415)onary basis- $154,325,660 Investment Products When ac(cid:415)ng as a por(cid:414)olio manager, FAs of AP will use discre(cid:415)on to purchase or recommend various investments to clients based upon a review of each client’s investment needs. Depending on client’s needs, these investments may include, but are not limited to: Equity Securi(cid:415)es (exchange-listed, over the counter or foreign issuers) - - Warrants - Corporate Debt Securi(cid:415)es (including, but not limited to, Floa(cid:415)ng Rate Notes) - Commercial Paper Page | 5  Investment Company Securi(cid:415)es (Variable Life Insurance, Annui(cid:415)es, Mutual Fund Shares) - Cer(cid:415)ficates of Deposit - Municipal Securi(cid:415)es - - United States Government Securi(cid:415)es - Op(cid:415)on Contracts on Securi(cid:415)es - - - Interests in Partnerships inves(cid:415)ng in real estate, oil and gas, and others Exchange Traded Funds and Exchange Traded Notes Financial Assets other than stocks, bonds, or cash – which may be liquid or illiquid and registered or not registered with the SEC including but not limited to Alterna(cid:415)ve Investments - Unit Investment Trusts - Structured Products Advisory Programs Por(cid:414)olio Manager Selec(cid:415)on AP offers investment management of customer securi(cid:415)es assets through various types of advisory programs summarized below. AP sponsors the investment advisory programs set forth below to address the investment needs of its clients. Clients have the op(cid:415)on to select an FA of AP to manage client’s account(s) (“Account”) on a discre(cid:415)onary or non-discre(cid:415)onary basis or to have FA recommend third party money managers (“TPAs”) to help construct por(cid:414)olios or to conduct day-to-day management. Clients may choose a TPA for which AP has performed due diligence, or they may select a TPA not reviewed by AP. Depending on the services chosen, the various advisory programs described below will, in some cases, cost the client more than if they separately purchased advisory services outside of a par(cid:415)cular program, paid for transac(cid:415)on execu(cid:415)on services or paid for third party investment management outside of the programs described below. The factors that can bear upon the rela(cid:415)ve cost of the service or program include the cost of the services if provided separately, the trading ac(cid:415)vity in the client’s Account based upon client’s investment objec(cid:415)ves or FA’s por(cid:414)olio management strategy and program selected and type of securi(cid:415)es in which the client’s Account is invested. AP believes that each of our clients has unique investment management and desired service needs from their FA. Given the business structure of our Firm, we also believe that our FAs are best posi(cid:415)oned to understand the unique needs of their respec(cid:415)ve client bases. Prior to establishing an Account, clients should consider the associated fees and expenses associated with that Account (together, “Program Fees”) which will be detailed in wri(cid:415)ng in the Client’s Agreement(s). When considering a poten(cid:415)al advisory fee proposal, Clients should carefully consider and nego(cid:415)ate with their FA rela(cid:415)ve to a range of factors, including but not limited to: a. the level of assets the Client intends to maintain under management in the Program; b. the overall business rela(cid:415)onship and level of business and accounts the Client maintains with AP and the FA for investment advisory, brokerage, or other services, both as part of and outside of the Program; Page | 6  c. the complexity of assets, investment management styles and strategies the Client desires the FA to provide in managing the Account; d. the desired level of interac(cid:415)on the Client expects to have with the FA with respect to the Account, as higher levels of interac(cid:415)on may cause an FA to increase the overall advisory fee; e. AP’s Form ADV Part 2A – Disclosure Brochure and the FA’s ADV 2B brochure supplement; f. The an(cid:415)cipated receipt of addi(cid:415)onal compensa(cid:415)on by FA or AP, as described within this Brochure; g. AP’s Client Rela(cid:415)onship Summary; and h. any other factors or considera(cid:415)ons the Client considers important or unique to the Client in determining a Program Fee which the Client would deem acceptable and appropriate for the Client’s needs and investment objec(cid:415)ves. Advisory Accounts maintained with AP may generate transac(cid:415)on fees on certain ac(cid:415)vity within the Account--these fees create conflicts of interest as they reduce the expenses otherwise incurred by AP or FA related to client accounts. The Firm addresses these conflicts through maintenance of its Code of Ethics (“COE”), this disclosure to you, and supervision of the suitability of account type recommenda(cid:415)ons. The Firm also monitors the ac(cid:415)vi(cid:415)es of FAs to confirm that the por(cid:414)olio holdings are consistent with the investment objec(cid:415)ves of the client and that the FA’s trading ac(cid:415)vity is consistent with his or her fiduciary duty to the client. 1. &Partners Advisory Program &Partners Program combines Envestnet’s trading and management pla(cid:414)orm, and a customized selec(cid:415)on of por(cid:414)olios and strategists within an NFS brokerage account to provide clients an integrated advisory experience. Envestnet’s por(cid:414)olio construc(cid:415)on and monitoring technology works alongside the NFS brokerage pla(cid:414)orm to deliver customized investment op(cid:415)ons with ongoing feedback to the FA of needed adjustments. At client’s elec(cid:415)on, this program is available with either Discre(cid:415)onary or Non-Discre(cid:415)onary trading authority provided to AP and client’s FA. As part of account opening, FA will collect and memorialize client objec(cid:415)ves for client’s Account(s). By helping to assure por(cid:414)olios are aligned to client goals and then efficiently monitored to remain on target, AP and FAs can react if a client’s por(cid:414)olio deviates from client’s goals. Depending on the investment advisory program selected, &Partners may u(cid:415)lize investment strategy models, which may include proprietary strategies developed by &Partners and its FAs, or strategies developed by third-party investment managers, that are applied to the client's Account(s). Trading for implementa(cid:415)on of those models is performed either by Envestnet, the third- party manager or the FA. If your Account u(cid:415)lizes a propriety strategy developed by and managed by &Partners, certain strategies will carry an addi(cid:415)onal layer of fees paid to &Partners. Your FA and AP will be paid the agreed upon investment advisory fee and the proprietary &Partners strategy will result in an addi(cid:415)onal fee. Your FA will not have a direct benefit in the &Partners proprietary strategy management fee, but most FAs are also indirect owners of AP, through its holding company parent, and will receive income indirectly as an owner. This addi(cid:415)onal income create conflicts of interest as they incen(cid:415)vize the FA and AP to use a proprietary strategy to generate addi(cid:415)onal revenue even if it may not be the best op(cid:415)on for your Account. The Firm addresses these conflicts through maintenance of its Code of Ethics (“COE”), this disclosure to you, and supervision of the suitability of account type recommenda(cid:415)ons. The Firm also monitors the ac(cid:415)vi(cid:415)es of FAs to confirm that the por(cid:414)olio holdings are consistent with the investment objec(cid:415)ves of the client and that the FA’s trading ac(cid:415)vity is consistent with his or her fiduciary duty to the client. Depending upon op(cid:415)ons chosen within this program, fees will vary and Envestnet will Page | 7  operate as a pla(cid:414)orm administrator, co-advisor or sub-advisor. Envestnet maintains recommended account minimums, fee minimums, and fee ranges. Addi(cid:415)onally, if the account is below the recommended account minimum, Envestnet will charge a $40 annual fee in connec(cid:415)on with Tax Overlay Services. Please review with your FA other op(cid:415)ons prior to using this program outside of those ranges, as your Account may not receive full alloca(cid:415)ons and thus result in devia(cid:415)ons from expected performance returns. Please see Envestnet’s ADV Part 2A Brochure, and Client Agreement for further details. If you have trouble accessing your copy of the ADV, please contact us in wri(cid:415)ng. 2. 1042 Consul(cid:415)ng AP offers discre(cid:415)onary investment advisory services for some of its clients who desire assistance with establishing and execu(cid:415)ng a strategy rela(cid:415)ng to the acquisi(cid:415)on and management of an investment por(cid:414)olio of Qualified Replacement Property (“QRP”) in accordance with Internal Revenue Code Sec(cid:415)on 1042. AP assists clients seeking such a strategy to iden(cid:415)fy and purchase qualifying securi(cid:415)es, determine if financing is needed for purchasing QRP, provide ancillary services, such as coordina(cid:415)ng and nego(cid:415)a(cid:415)ng with various financial and investment firms and other third par(cid:415)es in connec(cid:415)on with the acquisi(cid:415)on of QRP, and to prepare statements of purchases and summary reconcilia(cid:415)ons to assist clients with administra(cid:415)ve requirements. With respect to the 1042 Consul(cid:415)ng program, AP charges a fee for the services plus brokerage commissions if a securi(cid:415)es brokerage account is established by the client with AP. If a brokerage account is established it will be assessed other charges associated with conduc(cid:415)ng a brokerage business, including charges imposed by third par(cid:415)es. Please refer to Fee Schedule Item 5 – Fees and Compensa(cid:415)on for addi(cid:415)onal informa(cid:415)on concerning these charges. 3. Third Party Advisor (“TPA”) Investment Management Program AP makes available a TPA Program where a client directly engages a TPA for the discre(cid:415)onary investment management of client Account(s) assets for which client enters into an advisory agreement with AP and with one or more third-party RIAs or sub-advisors (“Investment Managers”) to offer the investment management and advisory services to clients of AP. Under this Program, the client may: 1.) select a TPA of their choosing without any recommenda(cid:415)on by FA or 2.) work with their FA to review and select the best Investment Managers for their situa(cid:415)on. For the TPA Program, AP’s advisory fee is paid by client separately and then the applicable Investment Manager sends an invoice for their fee to AP, as detailed in client agreement. For &Partners Advisory Program, a combined fee is charged that varies based on op(cid:415)ons chosen and covers Envestnet Pla(cid:414)orm fees, AP Advisory fees, TPA Fees, Tax overlay fees and other fees as noted in the Client Agreement, this ADV brochure and Envestnet’s ADV 2A Brochure. For the &Partners Advisory Program, AP performs due diligence on the Investment Manager pla(cid:414)orm as discussed in detail further in this brochure. For any TPA Program recommenda(cid:415)on made by the FA, addi(cid:415)onal due diligence will be performed on the recommended Investment Manager by the FA. Addi(cid:415)onal informa(cid:415)on regarding these advisory arrangements will be disclosed at or before the (cid:415)me the client executes Client Agreements via delivery of the Form CRS and Form ADV Part 2A for AP and Form CRS and ADV Part 2A for the respec(cid:415)ve Investment Manager. The Investment Manager is responsible for delivering its own From CRS and ADV Part 2A to the client. If client does not receive Form CRS and/or Page | 8  ADV Part 2A from the Investment Manager, they may request in wri(cid:415)ng that AP provide one to them, free of charge. In some cases, AP and its representa(cid:415)ves have and will provide broker-dealer or investment services to the Investment Managers or their clients, including but not limited to execu(cid:415)ng trades of stocks and bonds for accounts not associated with the other TPA Programs, for which both AP and the Investment Manager are compensated. Please note that payment of such compensa(cid:415)on to us and our FAs creates a conflict of interest and provides an incen(cid:415)ve for us to recommend Investment Managers who obtain addi(cid:415)onal investment services or recommend that their clients obtain such services from us. Although we and our FAs are commi(cid:425)ed to ac(cid:415)ng in your best interests, the existence of such compensa(cid:415)on could encourage us to make an unnecessary referral or cause us to withhold informa(cid:415)on about an alternate op(cid:415)on that does not provide equivalent compensa(cid:415)on. We address this conflict by requiring any FA making such a referral to adhere to our Code of Ethics and via delivery of this disclosure to you. Under this advisory program, and when agreed to in the Client Agreement, in addi(cid:415)on to the advisory fee, AP will charge certain transac(cid:415)on and custody fees as indicated in AP’s Miscellaneous Fee Schedule, some of which is u(cid:415)lized to cover related charges incurred by AP. Depending on ac(cid:415)vity in Account, the Account will be assessed other charges associated with conduc(cid:415)ng business, including charges imposed by third par(cid:415)es. Please refer to Fee Schedule in Item 5- Fees and Compensa(cid:415)on for addi(cid:415)onal informa(cid:415)on concerning these charges. Third Party Por(cid:414)olio Manager Selec(cid:415)on Investment Managers are generally selected for or recommended to clients by u(cid:415)lizing one of three standards or methodologies. The first is through manager recommenda(cid:415)ons from trusted industry professionals for different asset models/investment styles in line with client objec(cid:415)ves and goals. The second is done by screening various managers with whom our FAs are familiar. The managers are analyzed based on various characteris(cid:415)cs, including but not limited to, investment style, performance and risk. Due diligence informa(cid:415)on is gathered and reviewed. The third methodology is through the u(cid:415)liza(cid:415)on of other due diligence and manager selec(cid:415)on pla(cid:414)orms that are provided by third party service providers, including but not limited to Envestnet, Due Diligence Works “DDW,” Conrad and iCapital. For complete details regarding the investment philosophy, due diligence program and methodology used by these firms, you should refer to Form ADV and/or other disclosure documenta(cid:415)on which is made available by the respec(cid:415)ve firm or inquire with your FA. All third-party managers are subject to annual due diligence reviews by AP or a manager selec(cid:415)on pla(cid:414)orm for which informa(cid:415)on is collected on the respec(cid:415)ve Investment Managers. Other than the diligence steps described above, we assume no responsibility for client’s selec(cid:415)on of Investment Manager or the suitability of the recommenda(cid:415)ons or trades made by any Investment Manager. Where we have outsourced due diligence efforts to a third party, we in turn conduct due diligence ini(cid:415)ally and annually on the services provided by that third party. Performance Review Neither AP nor any third-party reviews the por(cid:414)olio and/or Investment Manager performance informa(cid:415)on to determine or verify its accuracy, its compliance with presenta(cid:415)on standards, or to Page | 9  compare it with other manager performance. Addi(cid:415)onally, in considering this performance informa(cid:415)on, you should be aware that it may not be calculated on a uniform and consistent basis. Informa(cid:415)on about Fees AP will generally assess advisory clients a nego(cid:415)able fee that will, in most cases, consist of one or more of the following: 1.) an Advisory Fee, which is generally based on a specified percentage of the client’s assets under management or may be a flat annual fee agreed to by client; 2.) transac(cid:415)on fees / commission which depending on the program selected and securi(cid:415)es traded are in addi(cid:415)on to the advisory fee, some of which is u(cid:415)lized to cover brokerage charges incurred by AP. AP or FA will also typically directly or indirectly receive addi(cid:415)onal revenues as described within this Brochure. Advisory Representa(cid:415)ve Disclosure AP shares the compensa(cid:415)on it receives from client par(cid:415)cipa(cid:415)on in the programs described in this Brochure with the FA who recommends the advisory program to the client and/or provides ongoing services within the program. The amount of this compensa(cid:415)on is generally more than what the FA would receive if the client par(cid:415)cipated in our other programs or paid separately for investment advice, brokerage, and other services. Therefore, FAs and AP have a financial incen(cid:415)ve to recommend the advisory program over other programs or services. However, AP a(cid:425)empts to mi(cid:415)gate this conflict of interest through an ini(cid:415)al review of the suitability of the recommenda(cid:415)on to use the advisory program as well as periodic reviews of advisory Accounts to confirm compliance with applicable laws and AP’s internal policies and procedures. FAs are required to complete a suitability form which details the addi(cid:415)onal services and a(cid:425)en(cid:415)on which is given to an Account over and above any transac(cid:415)ons. Other Advisory Services Overview In addi(cid:415)on to the investment management advisory services described above, AP also offers the following advisory services through certain FAs when selected by the client: • Furnishing Advice Not Involving Securi(cid:415)es • Financial / Tax Planning • Estate and Trust Administra(cid:415)on Consul(cid:415)ng • ERISA 3(21) Investment Adviser Services • Re(cid:415)rement Plan Educa(cid:415)onal Consul(cid:415)ng Services • Re(cid:415)rement Plan Par(cid:415)cipant Discre(cid:415)onary Account Management • Research Report Services • Publica(cid:415)on of Newsle(cid:425)ers or Periodicals • Educa(cid:415)onal Seminars • Consul(cid:415)ng Furnishing Advice Not Involving Securi(cid:415)es AP’s financial planning services described above may include advice to individual clients rela(cid:415)ng to non- securi(cid:415)es ma(cid:425)ers such as savings plans, spending habits, etc… Page | 10  Financial and Tax Planning AP also offers financial advisory services to clients, including general financial and tax planning on a nego(cid:415)able flat fee basis. Estate and Trust Administra(cid:415)on Consul(cid:415)ng AP offers consul(cid:415)ng services and advice to clients’ personal representa(cid:415)ves, trustees and/or the beneficiaries (collec(cid:415)vely “Stakeholders”) regarding estate and trust administra(cid:415)on. The consul(cid:415)ng services involve providing Stakeholders with advice and informa(cid:415)on around: assembling informa(cid:415)on for purposes of third-party asset valua(cid:415)on and performance repor(cid:415)ng; asset division/distribu(cid:415)on and sale; income genera(cid:415)on, distribu(cid:415)ons and cashflow management; organiza(cid:415)on and aggrega(cid:415)on of documents related to trust or estate assets/transac(cid:415)ons; coordina(cid:415)on with professional services providers to ensure alignment with estate and tax planning objec(cid:415)ves; a(cid:425)ending and presen(cid:415)ng investment reviews at mee(cid:415)ngs with Stakeholders. In connec(cid:415)on with these consul(cid:415)ng services, AP and its personnel do not provide tax or legal advice, but would engage with the legal and tax professionals selected by, and at the direc(cid:415)on of, the Stakeholders. AP is compensated for these consul(cid:415)ng services via a nego(cid:415)ated fixed-fee agreed to in wri(cid:415)ng with certain of the duly authorized Stakeholders. This compensa(cid:415)on would be in addi(cid:415)on to advisory or transac(cid:415)onal compensa(cid:415)on that AP may receive in connec(cid:415)on with trust or estate investments held with AP. ERISA 3(21) Investment Adviser Services AP offers non-discre(cid:415)onary “investment advice” within the meaning of ERISA 3(21). Such services include but are not limited to analysis and advice to the plan sponsor of its ERISA 3(21) plan clients. AP is not responsible for the investment management of any ERISA 3(21) plan investment assets, and does not have investment discre(cid:415)on with respect to these accounts. We refer to our services as ERISA 3(21) Investment Adviser Services. AP tailors the ERISA 3(21) Investment Adviser Services to the specific services requested by an ERISA plan sponsor. At client’s request these services may be comprised of various non-discre(cid:415)onary investment advisory services as well as non ERISA 3(21) educa(cid:415)on or support which may include but are not limited to any or all of the following services: - Providing investment educa(cid:415)on, educa(cid:415)onal materials and enrollment services; - Providing Re(cid:415)rement Plan Fiduciary educa(cid:415)onal, mee(cid:415)ng and planning support; - Assis(cid:415)ng Plan Sponsor with mee(cid:415)ng “broad range of investment alterna(cid:415)ves” requirement under ERISA Sec(cid:415)on 404(c); - Performance Monitoring and assessment of investments/assets, selected by Plan Sponsor and offered to Plan Par(cid:415)cipants; - Assis(cid:415)ng Plan Sponsor in the event the Sponsor chooses to make a change to recordkeeper; - Par(cid:415)cipant Educa(cid:415)on Mee(cid:415)ngs with Plan Sponsor; - - Investment Assessment and Recommenda(cid:415)ons in accordance with Client Agreement; or Investment Policy Statement Consulta(cid:415)on in accordance with Client Agreement Re(cid:415)rement Plan Educa(cid:415)onal Consul(cid:415)ng Services AP offers non-3(21) services to provide informa(cid:415)on and educa(cid:415)onal materials to eligible par(cid:415)cipants of Re(cid:415)rement Plans. These services are not considered to be the rendering of investment advice for a fee for purposes of the Investment Advisors Act of 1940 or ERISA sec(cid:415)on 3(21)(A)(ii) as explained in U.S. Department of Labor Interpre(cid:415)ve Bulle(cid:415)n 96-1 nor the Investment Advisors Act of 1940 and AP nor any of its FAs are considered a fiduciary of such Plans under ERISA 3(21) when providing these services. At Page | 11  client’s request, these services may be comprised of various non-discre(cid:415)onary investment advisory services, which can include but are not limited to any or all of the following services: - Providing investment educa(cid:415)on and educa(cid:415)onal materials; - Performance Repor(cid:415)ng on assets, selected by Plan Sponsor and offered to Plan Par(cid:415)cipants; - Assis(cid:415)ng Plan Sponsor in the event the Sponsor chooses to make a change to recordkeeper; or - Par(cid:415)cipant Educa(cid:415)on Mee(cid:415)ngs with Plan Sponsor. Research Report Services A related person of AP prepares a weekly market commentary and generally charges a fee of $500.00 a month for this service. This report is technical in nature. Publica(cid:415)on of Newsle(cid:425)ers or Periodicals Related persons of AP prepare newsle(cid:425)ers, market commentary pieces and economic outlook reports which are periodically made available to clients and prospec(cid:415)ve clients. Re(cid:415)rement Plan Par(cid:415)cipant Discre(cid:415)onary Account Management We provide an addi(cid:415)onal service for employer-sponsored re(cid:415)rement accounts not directly held in our custody, but where we can leverage a third party pla(cid:414)orm provider to allow us to trade in the re(cid:415)rement plan account on behalf of a client. When the client elects this program, client will pay AP a fee for such services and will grant AP discre(cid:415)onary authority to manage client’s account through a pla(cid:414)orm. In this program, the FA collects informa(cid:415)on on client’s goals and objec(cid:415)ves for client’s account as the basis for ongoing management. AP may leverage an Order Management System to implement tax-efficient asset loca(cid:415)on and opportunis(cid:415)c rebalancing strategies on behalf of the client. We regularly review pla(cid:414)orm providers, and investment op(cid:415)ons for such accounts such that we may effec(cid:415)vely monitor and trade to implement strategies consistent with other of our advisory programs. Educa(cid:415)onal Seminars Related persons of AP hold Educa(cid:415)onal Seminars, several (cid:415)mes per year. Topics presented in each seminar include Re(cid:415)rement Planning, Estate Planning, and General Market Overview Investment Objec(cid:415)ves The clients’ investment objec(cid:415)ves are ini(cid:415)ally determined based upon financial and non-financial informa(cid:415)on furnished by the clients, together in consulta(cid:415)on between the clients and their FA. It is the obliga(cid:415)on of the client to update FA when client’s circumstances or goals change so those changes(s) (if any are necessary) can be made to client’s Account. Copies of the financial informa(cid:415)on and the investment objec(cid:415)ves are furnished to any selected third-party investment managers if requested, in wri(cid:415)ng, by the client. Termina(cid:415)on Generally, the rela(cid:415)onship between AP and its clients can be terminated by either party upon 30 days wri(cid:425)en no(cid:415)ce. Educa(cid:415)on Our FAs are expected to have educa(cid:415)on and/or business backgrounds that enable them to perform their respec(cid:415)ve responsibili(cid:415)es effec(cid:415)vely. In associa(cid:415)ng with each FA, we consider academic background (including studies in college and graduate schools, as well as degrees earned), industry training, licenses Page | 12  and cer(cid:415)fica(cid:415)ons. Work experience in a related field, such as investments, commodi(cid:415)es, insurance, banking or accoun(cid:415)ng, is also considered. No formal, specific standards have been set, but appropriate educa(cid:415)on and experience are required. Client is encouraged to review FA’s Form ADV Part 2B Brochure Supplement for addi(cid:415)onal informa(cid:415)on on each FA. Ongoing educa(cid:415)on is required and is provided to FAs by AP or certain product or pla(cid:414)orm sponsors some of which are used in or with client Accounts. Item 5- Fees and Compensa(cid:415)on Fee Types Based on the services offered, client is assessed fees and we are compensated for investment services by the following means: A percentage of Assets under Management Hourly charges Subscrip(cid:415)on fees Fixed fees (other than subscrip(cid:415)on fees) Commissions Transac(cid:415)on Fees 12b-1 Fees and other fees paid by third par(cid:415)es to AP Fee Schedule Although many fees are individually nego(cid:415)ated, some common fees are included on our fee schedule for your review and described further below. These fee schedules were created in contempla(cid:415)on of the receipt by AP or FA of the addi(cid:415)onal revenues described in this Brochure. Please note that the fees described herein may not be assessed at other Firms. Addi(cid:415)onal transac(cid:415)on and custodial related fees are listed on our website h(cid:425)ps://www.andpartners.com Fee Type Advisory Fee Fee Charged Generally, paid in advance on a monthly basis, as agreed to by Client and AP Fee Cost The client shall pay an advisory fee based on a percentage of assets under management, to be capped at 3.0%. Other fees associated with conduc(cid:415)ng brokerage business may also be charged. (see Transac(cid:415)on Costs and Fees, etc… and Third Party Fees below). In certain circumstances and upon wri(cid:425)en agreement with Client a nego(cid:415)ated fixed fee for Page | 13  As agreed to by Client and AP Financial Planning Fee As agreed to by Client and AP Estate and Trust Administra(cid:415)on As agreed to by Client and AP 1042 Consul(cid:415)ng Fee As agreed to by Client and AP Re(cid:415)rement Plan Par(cid:415)cipant Discre(cid:415)onary Management As agreed to by Client and AP ERISA 3(21) Investment Adviser Fee and Advisory Services may be paid. These services are billed at a fixed fee as agreed upon with client. AP may waive its fee in its sole discre(cid:415)on. An ini(cid:415)al nego(cid:415)able deposit may be required upon engagement with the client, with the remaining fee due upon delivery of the financial plan to client. These services are generally billed at a fixed fee as agreed upon with client. These services are charged a fee as agreed upon with client. In addi(cid:415)on, brokerage commissions may be charged in the event the client establishes a brokerage account with AP to purchase securi(cid:415)es. Addi(cid:415)onal fees associated with an account opened with AP are detailed below. (see Transac(cid:415)on Costs and Fees, etc… and Third Party Fees below) A combined fee not to exceed 2.0% is charged for this service a por(cid:415)on of which is paid to a pla(cid:414)orm/service provider based upon nego(cid:415)ated rate between AP and the pla(cid:414)orm/service provider. The fees are calculated based on daily account value or ending period value. The fees for this service are generally paid to AP Page | 14  Educa(cid:415)onal Consul(cid:415)ng Fees Consul(cid:415)ng Paid as nego(cid:415)ated and agreed to by Client Addi(cid:415)onal details available upon wri(cid:425)en request Brokerage and Referral Fees Contemporaneously at (cid:415)me of trade, billable event or incurrence of cost by AP. Please contact us in wri(cid:415)ng for further details which can also be found within the Miscellaneous Fee Schedule on our website h(cid:425)ps://www.andpartners.com/disclosures Addi(cid:415)onal details available upon wri(cid:425)en request. Transac(cid:415)on Costs and Fees, Service Charges and Fees, Third Party transac(cid:415)on and clearing costs, other Direct Out- of-Pocket Costs incurred as a result of AP providing services in accordance with Client Agreements by the plan sponsor as agreed to in advance. Fees can be asset-based, fixed ongoing or one-(cid:415)me fixed. . Nego(cid:415)ated flat fee or asset-based fee See Sec(cid:415)on “Client Referrals and Other Compensa(cid:415)on” for informa(cid:415)on regarding brokerage fees. In addi(cid:415)on to an advisory fee, transac(cid:415)on fees/ commissions will be assessed as disclosed. Addi(cid:415)onally, in some cases, bonds are purchased as principal with a markup, in which case wri(cid:425)en disclosure is made and client consent is obtained prior to the transac(cid:415)on. Bonds are primarily purchased on an agency basis and may charge a commission if disclosed and agreed to by client. AP will receive transac(cid:415)on-based compensa(cid:415)on from clients from such transac(cid:415)ons. A quarterly fee, as indicated on the Miscellaneous Fee Schedule, will be assessed for any account that is not enrolled in electronic delivery for both statements and trade confirma(cid:415)ons. Par(cid:415)al enrollment will result in the Account being assessed the full fee. This charge for paper documents is not necessarily reflec(cid:415)ve of actual postage costs and Page | 15  Third Party Fees incurred in the course of AP providing services in accordance with Client Agreements Contemporaneously at (cid:415)me of trade, billable event or incurrence of cost by AP. Please contact us in wri(cid:415)ng for further details which can also be found within the Miscellaneous Fee Schedule on our website h(cid:425)ps://www.andpartners.com/disclosures Addi(cid:415)onal details available upon wri(cid:425)en request. incorporates extra expense intended to offset the added burden of mailing paper documents as compared to sending them electronically. IRA Custodial Fees will be assessed annually to client Accounts, as described on the Miscellaneous Fee Schedule. Transfer taxes, regulatory execu(cid:415)on fees or other charges mandated by law will be separately charged to the client’s Account. AP will also be en(cid:415)tled to reimbursement from client for all costs and expenses (including taxes) incurred by AP in providing its investment advisory services to clients. These include, but are not limited to Black Diamond Performance Repor(cid:415)ng fees, mutual fund surcharge fees in connec(cid:415)on with purchase of certain share classes which may appear as a service charge, transac(cid:415)on fees related to securi(cid:415)es transac(cid:415)ons within the Account, reorganiza(cid:415)on fees, clearing costs and other out-of pocket expenses incurred by AP. AP will also, when applicable, be en(cid:415)tled to 12b-1 distribu(cid:415)on fees, servicing fees, sub-accoun(cid:415)ng fees, management fees, expense risk, administra(cid:415)on fees, and Page | 16  con(cid:415)ngent deferred sales charges (CDSC charges) that are incurred even if the shares are converted to a different share class rather than sold within a par(cid:415)cular period of (cid:415)me. Advisory Fee Computa(cid:415)on Please refer to your applicable Client Agreement for terms and calcula(cid:415)on of fees. For Accounts managed on Envestnet’s pla(cid:414)orm, please see Envestnet’s Terms and Condi(cid:415)ons and AP Client Agreement regarding fee calcula(cid:415)on. Employee Accounts and Pro Bono Accounts With regard to employee and/or employee-related Accounts and certain other Accounts, the advisory fees are generally less, depending upon a number of factors, including por(cid:414)olio size, length of employment and rela(cid:415)onship to the employee. Advisory fees for Accounts may be waived at the discre(cid:415)on of the FA for reasons which may include but not be limited to familial rela(cid:415)onships and Accounts within a household. Mutual Funds To the extent mutual funds are selected to fill components of the overall investment strategy, the advisory fee set forth above does not include the customary fees and expenses associated with inves(cid:415)ng in mutual funds or other costs of establishing and maintaining an Account with mutual funds including 12b-1 fees and expenses. Generally, it is the Firm’s policy that 12b-1 fees and other revenue generated from mutual fund holdings beyond the advisory fee not be paid to the FA or to the Firm and that if they are paid to the aforemen(cid:415)oned par(cid:415)es, they be credited to the Client Account, except as otherwise described within this Brochure. In some circumstances, the Firm and or the FA receive 12b-1 fees, but receipt of such fees is disclosed herein. Client is advised that, in addi(cid:415)on to the advisory fee set forth above, each mutual fund in which assets are invested will incur separate investment advisory fees and other expenses for which Client will bear such expense. Mutual Fund and ETF securi(cid:415)es carry inherent costs and expenses for opera(cid:415)ng, redemp(cid:415)on, and management. They may also be subject to con(cid:415)ngent deferred sales charges (CDSC charges) that are incurred even if the shares are converted to a different share class rather than sold within a par(cid:415)cular period of (cid:415)me. The lowest priced share class may not be available to you based upon agreements between AP and the clearing firm and the mutual fund company. AP has incen(cid:415)ve, and therefore a conflict, to offer share classes which either pay AP or its FAs addi(cid:415)onal compensa(cid:415)on or where the mutual fund company directly or indirectly defrays administra(cid:415)on burden or expenses AP or the FA would otherwise incur. Addi(cid:415)onally, the most suitable share class may not be the lowest priced share class, depending upon a par(cid:415)cular client’s situa(cid:415)on. Further, if your Account has transferred to AP from another Firm or you have moved mutual fund assets internally from an AP brokerage account to an advisory account, you may be in a share class that pays a 12b-1. To address these conflicts, AP makes this disclosure to you, maintains its code of ethics, generally credits 12b-1 fees to client Accounts and AP endeavors to convert, where possible, into a lower cost share class, any mutual fund paying a 12b-1 fee; however, conversions will not take place immediately and may not take place for several months following transfer of your assets. Certain share classes and fund families will pay to NFS a fee which is Page | 17  shared with AP, or will pay AP some form of revenue sharing payment. These payments create a conflict of interest and dual layer of fees which will be captured by AP as it relates to these mutual funds in your advisory Account and incen(cid:415)vizes AP and its FAs to recommend and offer these mutual funds. This conflict is mi(cid:415)gated via this disclosure to you and maintenance of our Code of Ethics. Addi(cid:415)onally, the underlying mutual funds also assess charges to the client. Please contact us in wri(cid:415)ng to request addi(cid:415)onal informa(cid:415)on on these fees. Firm procedures contain a process by which mutual fund share classes available for advisory clients are periodically reviewed. Different classes of mutual fund investments assess different fees. As a fiduciary, AP and the FAs advise clients as to the most suitable share class for a par(cid:415)cular client and use the most suitable share class when exercising discre(cid:415)on, but the most suitable share class may not be the lowest priced share class, depending upon Account type and a par(cid:415)cular client’s situa(cid:415)on. However, we generally will not recommend or use discre(cid:415)on to purchase any share class that pays a load or a 12b-1 fee. Transac(cid:415)on Costs and Fees Certain transac(cid:415)ons or ac(cid:415)vi(cid:415)es in client Accounts will be charged a commission and/or a transac(cid:415)on fee, in addi(cid:415)on to the advisory fee. Please refer to the Fee Schedule above, or contact AP, in wri(cid:415)ng, for more informa(cid:415)on on these transac(cid:415)on charges. Fee Disclosures Advisory fees are generally nego(cid:415)able at the discre(cid:415)on of the FA, which may result in different fees being charged for Accounts similar in makeup and objec(cid:415)ves. Considera(cid:415)on may be given to other accounts related to, or affiliated with the client, which can result in lower fees being charged for Accounts similar in makeup and objec(cid:415)ves. Based upon your investment por(cid:414)olio and investment strategy implemented, the costs associated with an advisory Account will, in most cases, exceed the commissions you would pay for brokerage services only. Bank Deposit Sweep Program (“BDSP”) When your Account is maintained at NFS and you have not opted out, your free credit balance will be automa(cid:415)cally deposited or “swept” into a deposit account at one or more banks whose deposits are insured up to applicable limits by the Federal Deposit Insurance Corpora(cid:415)on (“FDIC”) (the “Sweep Program”). AP does not make available other sweep programs for eligible Accounts which, in most cases, would pay clients on client Account deposits within such sweep program more interest. As further described below, AP also captures most of the earnings generated from program banks par(cid:415)cipa(cid:415)ng in the Sweep Program to defray AP’s expenses in administering the Sweep Program, and as profit, in lieu of paying this revenue to client Accounts. Not all RIAs require that clients, who elect to use a sweep program, use one administered by the RIA, that generates addi(cid:415)onal revenue for the RIA, or that generates as much revenue for the RIA as the Sweep Program. AP addresses these conflicts by encouraging clients to review AP’s Sweep Program disclosure document and this disclosure and consider programs offered by other firms before using or con(cid:415)nuing to use AP Accounts or the Sweep Program. In the Sweep Program, the Firm has established deposit levels or (cid:415)ers which ordinarily pay different rates of interest depending on deposit balances. Generally, Program Accounts with higher deposit balances receive higher rates of interest than Accounts with lower balances. The interest rate payable to you is Page | 18  determined by us and is based on the amounts paid by the Program Banks to obtain the deposits. The Program creates financial benefits for us, our affiliates, and NFS. The combined total fees that your broker-dealer and NFS earns will be the greater of 1.25%, or the Federal Funds Target Rate (as can be found online at h(cid:425)ps://fred.stlouisfed.org/series/DFEDTARU) plus 0.25% as determined by the total deposit balances at all of the Program Banks over a 12-month rolling period. AP and NFS will earn fees that are higher or lower than that amount from individual Program Banks. Interest paid on the deposit accounts will, in most cases, be lower than the rate of return on (i) other investment products that are not FDIC insured, such as money market mutual funds and (ii) on bank deposits offered outside of the BDSP. Your FA does not directly receive any por(cid:415)on of the fees paid by the Program Banks, but most FAs are also indirect owners of AP, through its holding company parent, and will receive income indirectly as an owner. The income AP will earn from Program Banks based on your balances in BDSP will in almost all circumstances be substan(cid:415)ally greater than the amount of interest you earn from the same balances. As such, AP receives a substan(cid:415)ally higher percentage of the interest generated by deposit balances in the BDSP than the interest credited to your Account(s). When evalua(cid:415)ng whether to u(cid:415)lize the Sweep Program and the extent to which our fee exceeds the interest rate you receive, you should assume that we are receiving the Maximum Program Fee described above. Eligible Account types, including ERISA Accounts, include all Accounts except ERISA Title 1 Accounts, Keogh plans and Accounts with non-US addresses. Free credit balances swept to a deposit account will earn interest that is compounded daily and credited to your Program Account monthly. Interest begins to accrue on the date of deposit with the banks par(cid:415)cipa(cid:415)ng in the program (“Program Banks”), through the business day preceding the date of withdrawal from the deposit account. The daily rate is 1/365 or (1/366 in a leap year) of the posted interest rate. Except for certain ineligible Accounts, the only cash sweep op(cid:415)on available through &Partners Accounts held with NFS is the BDSP vehicle. Free credit balances in BDSP-eligible non-re(cid:415)rement Accounts that have elected to opt-out of the BDSP will be held in free credit balances (not swept) that do not generate any interest or return on the balance. BDSP-eligible re(cid:415)rement Accounts do not have the ability to opt- out of the bank deposit sweep, as re(cid:415)rement Account assets may not be held in free-credit balances. You must no(cid:415)fy your FA to remove your Program Account from par(cid:415)cipa(cid:415)ng in the Sweep Program. In addi(cid:415)on, there are always non-sweep alterna(cid:415)ves (i.e. (cid:415)cketed securi(cid:415)es) for the short-term investment of cash balances beyond program minimums, including non-sweep money market mutual funds, treasury bills, and brokered cer(cid:415)ficates of deposit, that offer higher returns than the sweep op(cid:415)ons that may be made available. For more informa(cid:415)on on the BDSP terms and eligibility please visit our website to view the BDSP Disclosure Document h(cid:425)ps://www.andpartners.com or contact us in wri(cid:415)ng for a copy to be sent to you, free of charge. Money Market Mutual Funds For Accounts that are ineligible for BDSP and free credit, such Accounts will be able to elect money market sweep as an alterna(cid:415)ve. For discre(cid:415)onary Accounts, the money market sweep will be selected by your FA. Otherwise, your FA will recommend an op(cid:415)on, upon request. AP is paid compensa(cid:415)on, by NFS, for certain money market fund balances, which is compensa(cid:415)on that is received in addi(cid:415)on to the Page | 19  advisory fee paid on these same balances. Higher interest rates are available on some alterna(cid:415)ve money market funds which may not be the fund used as the default sweep for the Client. Client may contact FA for addi(cid:415)onal informa(cid:415)on on reasonably available money market fund alterna(cid:415)ves and the current interest rates, at any (cid:415)me. Once a money market sweep op(cid:415)on is elected, any free credit balance in the brokerage Account will be automa(cid:415)cally invested into the sweep product selected and any debits in the brokerage Account will also be covered automa(cid:415)cally by redemp(cid:415)ons, to the extent that a balance in the money market sweep product is sufficient to cover the debit balance. Although money market funds seek to preserve the value of your investment at $1.00 per share, there is no guarantee it will do so. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corpora(cid:415)on or any other government agency. For addi(cid:415)onal informa(cid:415)on about the money market sweep, please contact us in wri(cid:415)ng. Material Conflicts of Interest Related to the Sweep Program Because AP is only making available a sweep program administered by AP, for eligible Accounts, and sets the interest rates as well as other features that generate significant revenues for AP, a conflict of interest exists. A conflict of interest also arises because AP will, in most cases, earn more compensa(cid:415)on from cash balances being swept to or maintained in the Sweep Program than if you purchase other investment funds or securi(cid:415)es. The more client deposits are held in the Sweep Program, and the longer such deposits are held, the greater the compensa(cid:415)on we, our clearing firms, and the third-party administrator receive. By inves(cid:415)ng through an advisory Account, the compensa(cid:415)on we receive from the BDSP and money market funds, as applicable, is in addi(cid:415)on to the advisory fees and all other program fees, as disclosed in Item 5 above, that you pay. This means that we earn two layers of fees on the same cash balances in client advisory Accounts. In addi(cid:415)on, a conflict of interest arises as a result of the financial incen(cid:415)ve for the Firm to recommend and offer a Sweep Program over which it has control of certain func(cid:415)ons. AP has the ability to establish and change the money market fund u(cid:415)lized for sweep, establish and change interest rates paid on BDSP balances, to select or change Program Banks that par(cid:415)cipate in the BDSP and to determine the (cid:415)er levels, if applicable, at which interest rates are paid, all of which generate addi(cid:415)onal compensa(cid:415)on for AP. AP or its FAs also have the ability to recommend the Sweep Program or use discre(cid:415)on to move funds into the Program. The FA who makes investment recommenda(cid:415)ons for your Account does not receive any direct compensa(cid:415)on from the payments received in connec(cid:415)on with your sweep vehicle, but will receive indirect compensa(cid:415)on as part owner of AP, through its holding company parent. The Firm maintains policies and procedures to ensure recommenda(cid:415)ons made to you are in your best interest and that managed account strategies are consistent with your investment objec(cid:415)ves. For more informa(cid:415)on about this service and benefits that we receive in connec(cid:415)on with such deposits, please refer to the BDSP Disclosure document, which you can request, in wri(cid:415)ng, from AP or access via our website. Given the conflicts discussed above, each client should consider the financial impact of the Sweep Program to both AP and the client, when evalua(cid:415)ng total fees and compensa(cid:415)on paid to AP. Conflicts of Interest In addi(cid:415)on to the compensa(cid:415)on for investment services described above, we are also compensated for providing other financial services as described in Sec(cid:415)ons: “Other Financial Industry Ac(cid:415)vi(cid:415)es and Affilia(cid:415)ons” and “Client Referrals and Other Compensa(cid:415)on”. Our charges or revenues received for investment services and for other financial services will typically exceed the costs AP and our FAs incur in Page | 20  providing those services. This profit incen(cid:415)ve creates a conflict of interest that could influence AP and its FAs to recommend opening or maintaining Accounts that have higher costs or less favorable services than other suitable alterna(cid:415)ves which do not provide equivalent compensa(cid:415)on to AP or its FAs. AP has established various policies and processes to address these conflicts of interest, including the following: - Disclosure to our clients of investment advisory fees; - Disclosure to our clients of monetary benefits received by AP in connec(cid:415)on with BDSP and money market sweep as well as certain money market and mutual funds; - Disclosure to our clients of addi(cid:415)onal fees charged for brokerage services; - Disclosure of 12b-1 Fees and CDSC charges; - Procedures governing brokerage prac(cid:415)ces; - Disclosure of compensa(cid:415)on AP will receive for the hard dollar arrangements and referral of - clients to certain third party providers; Suitability review process at the (cid:415)me an Account is opened and periodic Account reviews a(cid:332)er an Account is opened; - Maintenance and enforcement of our Code of Ethics It is the Firm’s policy to seek, for its clients, the best possible execu(cid:415)ons, at all (cid:415)mes, and in all types of securi(cid:415)es’ markets. It is currently the Firm’s policy to predominantly act on an agency basis for customer transac(cid:415)ons. In the event the Firm must act as principal, such transac(cid:415)ons will be agreed to, by the client, in advance of each trade. Best Execu(cid:415)on scru(cid:415)ny is given to those agency orders and execu(cid:415)ons on behalf of our clients. As part of the Firm’s trade review process, periodic reviews of execu(cid:415)ons handled for customer orders will be reviewed for Best Execu(cid:415)on and/or Prevailing Market Price by the appropriate Qualified Supervisor of the Firm. Addi(cid:415)onally, execu(cid:415)on scorecards for certain securi(cid:415)es are reviewed by the Firm and made available on the Firm’s website. Item 6- Performance- Based Fees and Side-By-Side Management Overview AP does not currently offer performance fee arrangements Side-By-Side Management We do not currently engage in Side-By-Side Management. Item 7- Types of Clients We offer por(cid:414)olio management and investment advice to the following types of clients: Individuals Families - - - High net worth individuals/ families - Re(cid:415)rement Plans, including but not limited to pension and profit-sharing plans - Charitable organiza(cid:415)ons - Founda(cid:415)ons - Universi(cid:415)es Page | 21  Trusts/Estates - - Private business owners - Corpora(cid:415)ons/Partnerships Item 8- Methods of Analysis, Investment Strategies and Risk of Loss Inves(cid:415)ng in securi(cid:415)es involves risk of loss that clients should be prepared to bear. Analysis Methods Security analysis methods u(cid:415)lized by AP and our FAs, depending on FA’s professional judgment and conversa(cid:415)ons with client, will include one or more of the following: Fundamental Fundamental analysis maintains that markets may misprice a security in the short run, but that the “correct” price will eventually be reached by the market. The fundamental analysis of a business involves analyzing a business’s financial statements and health, management and compe(cid:415)(cid:415)ve advantages, and compe(cid:415)tors and markets. When applied to futures and forex, it focuses on the overall state of the economy, interest rates, produc(cid:415)on, earnings, and management. Technical Technical analysis maintains that all informa(cid:415)on is already reflected in the stock price. Technical analysis is a discipline for forecas(cid:415)ng the direc(cid:415)on of prices through the study of past market data, primarily price and volume. Generally, technical analysis employs models and trading rules based on price and volume transforma(cid:415)ons, such as rela(cid:415)ve strength index, moving averages, regressions, inter-market and intra-market price correla(cid:415)ons, business cycles, stock market cycles or, classically, through recogni(cid:415)on of chart pa(cid:425)erns. Quan(cid:415)ta(cid:415)ve The use of models, or algorithms, to evaluate assets for investment. The process usually consists of searching vast databases for pa(cid:425)erns, such as correla(cid:415)ons among liquid assets or price- movement pa(cid:425)erns (trend following or mean reversion). The resul(cid:415)ng strategies may involve high-frequency trading. The results of the analysis are taken into considera(cid:415)on in the decision to buy or sell securi(cid:415)es and in the management or por(cid:414)olio characteris(cid:415)cs. A risk in using quan(cid:415)ta(cid:415)ve analysis is that the methods or models used may be used on assump(cid:415)ons that prove to be incorrect. Sources of Informa(cid:415)on The main sources of informa(cid:415)on that AP or FA uses to analyze these investment strategies are: - Financial newspapers and magazines - Research materials prepared by others - Annual reports, prospectuses, filings with the SEC Company press releases - Electronic Subscrip(cid:415)ons Investment Strategies and Trading The different investment strategies that may be u(cid:415)lized by AP for your advisory Account(s) may involve different types of trading ac(cid:415)vity, which in turn could have tax consequences for you. For example, more aggressive investment strategies o(cid:332)en involve more frequent trading, which in turn results in more Page | 22  frequently realized gains or losses. Typically, the trading ac(cid:415)vity and asset alloca(cid:415)on associated with an investment strategy will fall into one or more of the following categories: • • • long term purchases (securi(cid:415)es held at least a year) short-term purchases (securi(cid:415)es sold within a year) frequent trading (securi(cid:415)es sold within 30 days) Investment Strategy Risks General Risks Lack of Diversifica(cid:415)on Por(cid:414)olio investments may be concentrated and diversifica(cid:415)on may be limited. There are no limits with respect to posi(cid:415)on sizes. Concentrated por(cid:414)olios may be more exposed market value fluctua(cid:415)on than more diversified por(cid:414)olios; however, diversifica(cid:415)on does not ensure against a loss. Liquidity The Por(cid:414)olio may be invested in liquid and illiquid securi(cid:415)es. You should be aware that liquid securi(cid:415)es may become less liquid during the holding period. Illiquid securi(cid:415)es are typically not available to you if you have an unexpected cash need which requires you to liquidate those investments. Please consult with your FA regarding your liquidity needs so they are considered in your overall investment strategy. Cash and Cash Alterna(cid:415)ves Accounts may maintain significant cash posi(cid:415)ons, including sweep and free credit balances, from (cid:415)me to (cid:415)me and the client will pay the advisory fee based on the market value of the cash posi(cid:415)ons. AP believes that maintaining a minimum cash posi(cid:415)on in an Account can help address poten(cid:415)al client immediate liquidity needs, advisory fees or Account expenses without liquida(cid:415)ng other holdings. Other cash beyond the minimums may be for an(cid:415)cipated client liquidity needs or be cash awai(cid:415)ng investment. The Account may forego investment opportuni(cid:415)es by holding cash posi(cid:415)ons. Cash posi(cid:415)ons used through AP will in most cases generate less interest or rate of return than other available investment op(cid:415)ons. In vola(cid:415)le markets, larger cash posi(cid:415)ons may reduce losses sustained by an investment por(cid:414)olio. Conversely, in posi(cid:415)ve markets, or where interest rates are higher, larger cash balances may underperform investments in money market securi(cid:415)es or other cash alterna(cid:415)ves. Certain programs or strategies within programs at Envestnet require a minimum 2% cash balance. This creates a conflict of interest as AP has established this minimum and required that this minimum balance be placed in the sweep program for eligible Accounts. As described above, AP is receiving layered monetary benefits from the cash balance – revenue from sweep and free credit posi(cid:415)ons as well as revenue from the advisory fees assessed on those cash balances. Not all RIAs require minimum cash balances in advisory accounts and we encourage you to discuss whether inves(cid:415)ng or con(cid:415)nued investment in Accounts that require minimum cash holdings is best for your situa(cid:415)on. We mi(cid:415)gate this conflict via this disclosure to you. Certain elec(cid:415)ons for the treatment of dividend, capital gains, and interest (“Dividends and Capital Gains”) will require the proceeds to be held in free credit balance, for which the client does not earn interest and is not covered by the FDIC insurance coverage afforded to BDSP balances, un(cid:415)l is it distributed based upon the distribu(cid:415)on frequency you selected. During the period in which the Dividends and Capital Gains accrue, but before they are distributed to you, these balances will forgo investment opportunity and AP will receive the aforemen(cid:415)oned monetary benefits on the free credit Page | 23  balance. If you have any ques(cid:415)ons or would like to discuss op(cid:415)ons available for Dividends and Capital Gains, please contact your FA in wri(cid:415)ng. Leverage Leverage may be u(cid:415)lized within your investment strategy and may be obtained through various means. The use of short-term margin may result in certain addi(cid:415)onal risks to Accounts. For example, should market value of the Account decline, a margin call may be issued pursuant to which 1.) addi(cid:415)onal funds would be required to be deposited with AP or 2.) a mandatory liquida(cid:415)on would be required to sa(cid:415)sfy the margin call. The client would be responsible for any tax liability incurred from said mandatory liquida(cid:415)on. We might not be able to liquidate assets quickly enough to pay off the margin debt and the Account(s) may therefore also suffer addi(cid:415)onal and significant losses. Although borrowing money increases returns, if returns on the incremental investments purchased with the borrowed accounts exceed the borrowing costs for such accounts, the use of leverage will decrease returns if returns earned on such incremental investments are less than the costs of such borrowings. AP offers various sources of lending and margin, through third-party lending partners, and will earn a por(cid:415)on of the fees charged to investors for use of some of these lending programs. The interest rate charged by AP includes both the interest rate charged by the third-party lender and any revenues shared by lender with AP and your FA. Interest rates may be discounted by the client's FA and are, to a certain extent, nego(cid:415)able based on lending balances and other considera(cid:415)ons. Clients are encouraged to discuss interest rate discounts with their FA, based on the circumstances and balances of their Account(s) and loan(s), nego(cid:415)ated advisory fees, and an(cid:415)cipated complexi(cid:415)es associated with the FA's management and servicing of their Account(s). Also, AP will charge an advisory fee on the gross value of your Account, so recommending the use of leverage, increases the gross Account size and therefore our advisory fee. The receipt of this compensa(cid:415)on is a conflict of interest because it creates incen(cid:415)ves for us to recommend leverage when it may not be suitable for your Account and to recommend sources of leverage where we earn addi(cid:415)onal income. We address this conflict through an ini(cid:415)al suitability review of any recommenda(cid:415)on to use leverage and the source of that leverage, ongoing review of Accounts u(cid:415)lizing margin/lending, maintenance of our Code of Ethics, and this disclosure to you. Clients are not obligated to obtain lending or margin through these lenders or related to clients’ Account(s). Interest Rate Fluctua(cid:415)ons Securi(cid:415)es purchased or recommended with your advisory Account(s) may be sensi(cid:415)ve to interest rate fluctua(cid:415)ons. Fluctua(cid:415)ons in interest rates can nega(cid:415)vely impact the valua(cid:415)on of your investments. In addi(cid:415)on, rising interest rates will increase your carrying costs associated with margin and lending. Long term Purchases (securi(cid:415)es held at least a year) Liquidity The por(cid:414)olio can be invested in both liquid and illiquid securi(cid:415)es. For purchases made with a long-term objec(cid:415)ve in mind, such securi(cid:415)es o(cid:332)en are not as liquid as securi(cid:415)es purchased with a short-term investment goal, and therefore may be subject to liquidity risk, meaning that it may be difficult to sell such securi(cid:415)es without a material discount or increased transac(cid:415)on costs if the securi(cid:415)es are sold in the short term. Addi(cid:415)onally, it is possible that such securi(cid:415)es may lack liquidity during the holding period, meaning that they are not easily bought and sold and could cost the client more to process transac(cid:415)ons. Clients should discuss with their FA if they intend to hold illiquid investments in their Account(s) or Page | 24  infrequently make changes if a commission-based op(cid:415)on may be in their Best Interest instead of an advisory program. Short-term purchases (securi(cid:415)es sold within a year) and Frequent Trading (securi(cid:415)es sold within 30 days) Market Risks The success of a significant por(cid:415)on of these programs will depend, to a great extent, upon correctly assessing the future course of the price movements of the securi(cid:415)es traded. There can be no assurance that the short-term purchases or trading program will be able to predict accurately these price movements. Addi(cid:415)onally, over (cid:415)me, the effec(cid:415)veness of these programs may decline for many reasons including other market par(cid:415)cipants developing similar programs or techniques. Frequent Trading is Specula(cid:415)ve There are risks involved in trading securi(cid:415)es. Market movements are difficult to predict and are influenced by, among other things, government trade, fiscal, monetary and exchange control programs and policies; changing supply and demand rela(cid:415)onships; na(cid:415)onal and interna(cid:415)onal poli(cid:415)cal and economic events; changes in interest rates; and the inherent vola(cid:415)lity of the marketplace. In addi(cid:415)on, governments intervene, directly and through regula(cid:415)on, in certain markets, with the intent to influence prices directly. The effects of governmental interven(cid:415)on may be par(cid:415)cularly significant at certain (cid:415)mes in the financial markets and such interven(cid:415)on (as well as other factors) may cause these markets to move rapidly. Op(cid:415)ons and Other Deriva(cid:415)ves We may purchase or sell op(cid:415)ons, warrants, equity-related swaps or other deriva(cid:415)ves that trade on an exchange. Both the purchasing and selling of call and put op(cid:415)ons entail risks. An investment in an op(cid:415)on may be subject to greater fluctua(cid:415)on than an investment in the underlying securi(cid:415)es. The use of op(cid:415)ons may be to enhance the vola(cid:415)lity and poten(cid:415)al returns in a por(cid:414)olio or may be a hedge to a(cid:425)empt to reduce those elements. The effec(cid:415)veness of purchasing or selling stock or index op(cid:415)ons as a hedging technique depends upon the extent to which price movements in the por(cid:415)on of the Account that is hedged correlate with price movements of the stock index selected. Because the value of an index op(cid:415)on depends upon movements in the level of the index rather than the price of a par(cid:415)cular security, whether an Account realizes a gain or loss will depend upon movements in the level of security prices in securi(cid:415)es markets, generally, rather than movements in the price of a par(cid:415)cular security. For more informa(cid:415)on on op(cid:415)ons trading strategies and risk, please contact us in wri(cid:415)ng, for a copy of the Op(cid:415)ons Disclosure Document. Uncovered Risks We may employ various “risk-reduc(cid:415)on” techniques designed to minimize the risk of loss in Accounts. Nonetheless, substan(cid:415)al risk remains that such techniques will not always be possible to implement and when possible, will not always be effec(cid:415)ve in limi(cid:415)ng losses. Hedging against a decline in the value of a por(cid:414)olio posi(cid:415)on does not eliminate fluctua(cid:415)ons in the values of por(cid:414)olio posi(cid:415)ons or prevent losses if the value of such posi(cid:415)ons decline, but u(cid:415)lize other posi(cid:415)ons designed to gain from those same developments, thus modera(cid:415)ng the decline in the overall por(cid:414)olio’s value. Such hedge transac(cid:415)ons also limit the opportunity for gain if the value of a por(cid:414)olio posi(cid:415)on should increase. Moreover, it may not be possible for us to hedge against a fluctua(cid:415)on that is so generally an(cid:415)cipated that we are not able to Page | 25  enter into a hedging transac(cid:415)on at a price sufficient to protect from the decline in value of the por(cid:414)olio posi(cid:415)on an(cid:415)cipated as a result of such a fluctua(cid:415)on. The success of the hedging transac(cid:415)ons will be subject to the ability to correctly predict market fluctua(cid:415)ons and movements. Therefore, while we may enter into such transac(cid:415)ons with the intent to reduce risks, unan(cid:415)cipated market movements and fluctua(cid:415)ons may result in reduced overall performance as compared to the performance achieved by not engaging in any such hedging transac(cid:415)ons. Finally, the degree of correla(cid:415)on between price movements of the instruments used in a hedging strategy and price movements in the por(cid:414)olio posi(cid:415)on being hedged may vary. U(cid:415)liza(cid:415)on of Alterna(cid:415)ve Investments and Complex Products Alterna(cid:415)ve investment products, including but not limited to hedge funds, commodity hedge accounts, managed futures, exchange traded funds that u(cid:415)lize complex investment management strategies, non- traded investments, and other illiquid or minimum dura(cid:415)on products involve a high degree of risk, o(cid:332)en engaging in leveraging and other specula(cid:415)ve investment prac(cid:415)ces that may increase the risk of investment loss, may require frequent trading due to the short-term nature of the investment strategy, can be highly illiquid, are not required to provide periodic pricing or valua(cid:415)on informa(cid:415)on to investors, may involve complex tax structures and delays in distribu(cid:415)ng important tax informa(cid:415)on, are not subject to the same regulatory requirements as mutual funds, o(cid:332)en charge higher fees which may offset any trading profits, and in many cases the underlying investments are not transparent and are known only to the investment manager. Once purchased, in certain cases there may be no ability to immediately or quickly liquidate these investments which could lead to over-concentra(cid:415)on of your por(cid:414)olio or devia(cid:415)on from your intended investment objec(cid:415)ve or risk tolerance. There are addi(cid:415)onal custodial and valua(cid:415)on fees associated with use of alterna(cid:415)ve investments within advisory accounts, as agreed to within the Alterna(cid:415)ve Investments Addendum and Custody Agreement and further disclosed within the AP’s Miscellaneous Fee Schedule. These fees are separate from and in addi(cid:415)on to advisory fees paid to AP. Item 9- Disciplinary Informa(cid:415)on AP has no disciplinary informa(cid:415)on to report, but our predecessor, Wiley Bros.- Aintree Capital LLC (“WBAC”) reports the following: WBAC accepted a Le(cid:425)er of Acceptance, Waiver and Consent (“AWC”) October 1, 2010 from FINRA in regard to a late trade repor(cid:415)ng in viola(cid:415)on with Rule G-14 in the first quarter of 2009. WBAC was also fined $7,500. WBAC accepted an AWC October 15, 2015 from FINRA in regard to the WBAC’s failure to establish, maintain and enforce a supervisory system and adequate wri(cid:425)en supervisory control procedures reasonably designed to review and monitor the transmi(cid:425)als of funds from a customer account to employees of the firm. WBAC was also censured and fined $35,000. WBAC failed to (cid:415)mely report to the Ohio Department of Insurance two FINRA administra(cid:415)ve penal(cid:415)es imposed on WBAC, one in 2010 and one in 2015. On November 24, 2004, WBAC inaccurately marked “no” when asked if it had been involved in an administra(cid:415)ve ac(cid:415)on and in 2012, 2013, and 2015, WBAC inaccurately marked “no” when asked if it has been involved in an administra(cid:415)ve ac(cid:415)on that had not been previously reported to the Department. WBAC was ordered to pay a fine of $400 and administra(cid:415)ve costs of $100. WBAC paid the fine and the costs in full on August 30, 2016. WBAC executed a consent order rela(cid:415)ng to the above described allega(cid:415)ons with the Ohio Department of Page | 26  Insurance dated June 6, 2016 and paid the $400 fine and $100 administra(cid:415)ve charge to the Department on August 30, 2016. In a related ma(cid:425)er, WBAC entered into a Voluntary Se(cid:425)lement Agreement with the North Carolina Department of Insurance whereby WBAC paid a fine of $1,250.00. The agreement was entered into on January 23, 2017 and the fine has been paid in full. This Voluntary Se(cid:425)lement was for the failure to disclose the items referenced above and inaccurately answering ques(cid:415)ons on Insurance registra(cid:415)on and renewal forms. Addi(cid:415)onal informa(cid:415)on regarding each disciplinary event is available on the SEC’s website at www.advisorinfo.sec.gov. Item 10- Other Financial Industry Ac(cid:415)vi(cid:415)es and Affilia(cid:415)ons Broker Dealer AP is registered as a broker-dealer with the SEC and various state jurisdic(cid:415)ons, and is a member of the FINRA. FAs are generally also registered representa(cid:415)ves (“RRs”) as to the brokerage ac(cid:415)vi(cid:415)es of AP. Our broker-dealer will generally be used to execute por(cid:414)olio transac(cid:415)ons for our investment advisory clients. These transac(cid:415)ons will be conducted subject to proper, and customary, disclosure including (but not limited to) compensa(cid:415)on received by AP and RRs. Compensa(cid:415)on will be received by AP, as a broker- dealer, and/or its RRs when por(cid:414)olio transac(cid:415)ons are effected on behalf of investment advisory clients, and AP and its RRs generally receive compensa(cid:415)on as a result of ac(cid:415)ng in one or both capaci(cid:415)es. Addi(cid:415)onally, AP, as a broker-dealer, may act in a principal capacity and buy securi(cid:415)es for itself from, or sell securi(cid:415)es it owns to clients of AP, at which (cid:415)me commissions and or other markups/markdowns may be charged to those clients. Clients will always be no(cid:415)fied and required to provide prior wri(cid:425)en consent to AP ac(cid:415)ng in a principal capacity. Investment Banking AP conducts investment banking business, meaning that it acts as a broker in represen(cid:415)ng clients interested in buying other businesses (“buy-side transac(cid:415)ons”) and clients that are interested in selling themselves or their affiliates to a third party (“sell-side transac(cid:415)ons”). As such, our broker-dealer and its FAs work with clients to iden(cid:415)fy prospec(cid:415)ve third-party targets for buy-side transac(cid:415)ons or third party acquirors for sell-side transac(cid:415)ons, and assist clients in nego(cid:415)a(cid:415)ng the terms of a transac(cid:415)on. Occasionally, consul(cid:415)ng services related to a buy-side transac(cid:415)on, sell-side transac(cid:415)on or valua(cid:415)on is also provided for a fee. The fees for such services typically include a combina(cid:415)on of: 1.) fixed fees to be paid upon the achievement of iden(cid:415)fied milestones, such as the entry of a defini(cid:415)ve agreement, for example 2.) fees equal to a percentage of the transac(cid:415)on value upon comple(cid:415)on of a transac(cid:415)on, which are commonly referred to as success fees and include an earn out period, for which a fee is due, following the closing transac(cid:415)on, 3.) hourly fees, payable for the amount of (cid:415)me AP and its FAs devote to providing services, and 4.) ini(cid:415)al fixed retainer fees, payable at the (cid:415)me a client engages AP to perform investment banking services. Municipal Advisor/Underwriter AP is registered with the Municipal Securi(cid:415)es Rulemaking Board (“MSRB”) as a Municipal Advisor. To the extent AP represents a municipal en(cid:415)ty as a consultant or in an underwri(cid:415)ng capacity, and Page | 27  recommends those municipal securi(cid:415)es to you, there is a conflict of interest as there is an incen(cid:415)ve for AP and its RRs/FAs to recommend or use municipal products based on the compensa(cid:415)on received, rather than on your needs. Such compensa(cid:415)on would include underwri(cid:415)ng fees, markups on securi(cid:415)es sold to you, when agreed to in advance of purchase, in addi(cid:415)on to ongoing investment advisory fees on the Account asset. We manage this conflict of interest by monitoring the suitability of such municipal product as a por(cid:415)on of your investment needs, and by u(cid:415)lizing municipal products that we believe to be in your best interest. Ins(cid:415)tu(cid:415)onal Trading AP engages in fixed income and equity trading for ins(cid:415)tu(cid:415)onal clients. Such ins(cid:415)tu(cid:415)onal clients may be providers of or affiliates of providers of securi(cid:415)es, including but not limited to mutual funds, which are available for investment in client Accounts. This is a conflict of interest as AP earns compensa(cid:415)on on trades for these ins(cid:415)tu(cid:415)onal clients, earns compensa(cid:415)on for managing your por(cid:414)olio, and for non- advisory accounts also earns compensa(cid:415)on, in connec(cid:415)on with the sale of securi(cid:415)es issued by these ins(cid:415)tu(cid:415)onal clients, to its clients. We manage this conflict of interest via this disclosure and by managing clients’ assets in accordance with their risk tolerance, investment objec(cid:415)ves and by ac(cid:415)ng in the best interest of each client. Insurance AP and certain of its associated persons are licensed in various states to sell insurance products, which are sold to advisory clients. When such transac(cid:415)ons occur, the associated person receives insurance commissions for such ac(cid:415)vi(cid:415)es. This creates a conflict of interest as there is an incen(cid:415)ve for AP or its FAs to recommend insurance products based on the compensa(cid:415)on received, rather than on your needs. We manage this conflict of interest by reviewing insurance purchases conducted through AP prior to client purchase and through this disclosure to you. Other Ac(cid:415)vi(cid:415)es AP can engage in the following ac(cid:415)vi(cid:415)es: • As a principal, effec(cid:415)ng securi(cid:415)es transac(cid:415)ons for compensa(cid:415)on for advisory clients who do not otherwise designate another brokerage firm to perform such services. In this role, AP may buy securi(cid:415)es for itself from clients or sell securi(cid:415)es it owns to clients. When a principal transac(cid:415)on occurs, we will disclose to the client, in wri(cid:415)ng before the comple(cid:415)on of the transac(cid:415)on, the capacity in which we are ac(cid:415)ng, and will obtain the consent of the client to such transac(cid:415)on. AP may purchase ini(cid:415)al offerings for certain advisory client Accounts who have expressed an interest in the purchase of these issues. Addi(cid:415)onally, AP may trade with or acquire securi(cid:415)es from other par(cid:415)es that have a financial interest in AP. AP has procedures in place to include its current prac(cid:415)ce of alloca(cid:415)ng these offerings. • As a broker or agent, effec(cid:415)ng securi(cid:415)es transac(cid:415)ons through AP for compensa(cid:415)on for advisory clients of AP and RIAs, investment managers or sub-advisors who do not otherwise designate another brokerage firm to perform such services. • As a broker, effec(cid:415)ng agency cross transac(cid:415)ons through which client securi(cid:415)es are sold to or bought from a brokerage or advisory customer. • Recommend to clients that they buy or sell securi(cid:415)es or investment products in which AP or a related person has some financial interest. Page | 28  • Recommend to clients alterna(cid:415)ve investments and private placement offerings, which may or may not be custodied through the Firm’s designated custodian, for which AP is compensated. • Buying or selling of securi(cid:415)es for its accounts or those accounts of its RRs or FAs, which it also recommends to clients. • Purchasing new issues securi(cid:415)es for which AP serves in capacity of syndicate or selling group member and will be compensated as such member. Addi(cid:415)onally, AP may trade with or acquire securi(cid:415)es from other par(cid:415)es that have a financial interest in AP. Item 11- Code of Business Conduct and Ethics, Par(cid:415)cipa(cid:415)on or Interest in Client Transac(cid:415)ons and Personal Trading AP has adopted a Code of Business Conduct and Ethics (“Code” or “Code of Ethics”) to ensure that securi(cid:415)es transac(cid:415)ons by AP’s employees and FAs are consistent with AP’s fiduciary duty to its clients and to ensure compliance with legal requirements and AP’s standards of business conduct. The Code requires that employees obtain prior approval to open brokerage accounts and requires transac(cid:415)on confirma(cid:415)ons and quarterly repor(cid:415)ng of all personal securi(cid:415)es transac(cid:415)ons. A copy of AP’s Code is available on our website and upon wri(cid:425)en request. Addi(cid:415)onally, as a ma(cid:425)er of policy AP will not permit itself or its employees to trade shortly in front of or in any manner that is prejudicial or disadvantageous to advisory clients. Similarly, if we are par(cid:415)cipa(cid:415)ng in an underwri(cid:415)ng or sale of limited partnership interests, we will not generally place these securi(cid:415)es in discre(cid:415)onary advisory Accounts without prior consent of client on each transac(cid:415)on. Personal trading by our employees is required to be conducted in compliance with all applicable laws and procedures adopted by us. We allow affiliated persons to par(cid:415)cipate in aggregate trades when that affiliated person would be en(cid:415)tled to the same execu(cid:415)on price as advisory Accounts. Item 12- Brokerage Prac(cid:415)ces General AP is registered as a broker/dealer with the SEC and various state jurisdic(cid:415)ons, and is a member of FINRA. Per client direc(cid:415)on when opening Accounts, AP generally will be used to execute por(cid:414)olio transac(cid:415)ons for investment advisory clients of AP. These transac(cid:415)ons will be conducted subject to proper, and customary, disclosure including (but not limited to) compensa(cid:415)on received by AP and its RRs for said execu(cid:415)on. Compensa(cid:415)on will be received by AP, as a broker-dealer, or its RRs when por(cid:414)olio transac(cid:415)ons are effected on behalf of investment advisory clients, and AP or its RRs will, in most cases, receive compensa(cid:415)on as a result of ac(cid:415)ng in one or both capaci(cid:415)es. Addi(cid:415)onally, AP, as a broker-dealer, may buy securi(cid:415)es for itself from, or sell securi(cid:415)es it owns to clients of AP, at which (cid:415)me commissions and/or other markups/markdowns may be charged to those clients. Based upon the similarity of investments among client Accounts having similar investment objec(cid:415)ves, and the fact that AP may direct the purchase of securi(cid:415)es for more than one Account simultaneously, and the possible appearance of similarity in the treatment of clients, all client Accounts are handled under the following basic condi(cid:415)ons, designed to prevent pooling of assets and/or the management of Accounts on a de facto pooled basis, resul(cid:415)ng in the existence of an investment company. The custody of Accounts held by the custodians on behalf of AP is structured such that each client’s securi(cid:415)es are held in nominee name only for ministerial purposes and each client’s Accounts maintained as a separate Page | 29  Account. The client’s beneficial interest in a security does not represent an undivided interest in all the securi(cid:415)es held by the custodian, but rather represents a direct and beneficial interest in the client’s securi(cid:415)es in the Account. Further, each client retains any and all rights afforded under the federal securi(cid:415)es laws to proceed directly against the issuer of any underlying security in the client’s Account. Each client may withdraw, hypothecate, vote or pledge securi(cid:415)es in their Account upon wri(cid:425)en no(cid:415)ce to AP and each client has the authority to instruct AP from direc(cid:415)ng the purchase of certain securi(cid:415)es through AP that might otherwise be purchased in the client’s Account. Trading Prac(cid:415)ces Best Execu(cid:415)on It is generally an(cid:415)cipated that AP will be designated by the client as the broker-dealer for the execu(cid:415)on of securi(cid:415)es transac(cid:415)ons which are directed by AP. To the extent that we are designated as the broker- dealer, we will execute, as a broker, all purchases and/or sales on behalf of a client’s Account, through the client’s Account custodian and clearing firm, NFS. For trades directed to AP by the advisory client, AP will use its best efforts to obtain execu(cid:415)on on the best terms reasonably available at the client’s Account custodian, NFS. When our advisory clients direct us to execute all or a por(cid:415)on of client’s transac(cid:415)ons effected on their behalf with a specific broker, we typically will not honor such request (see Directed Brokerage sec(cid:415)on, below). If we do choose to honor the request, we do not nego(cid:415)ate commission rates on behalf of clients unless specifically directed to do so, and we do not determine whether commission rates charged by a broker selected by clients are the lowest available. Batched Trades When AP places orders to buy or sell the same security for more than one advisory Account managed by AP, AP generally endeavors to, but will not in all instances, batch/aggregate transac(cid:415)ons for such clients for the purpose of obtaining best execu(cid:415)on. In prac(cid:415)ce, most trades that are entered by your FA as por(cid:414)olio manager are not batched as FAs are making recommenda(cid:415)ons or using discre(cid:415)on on advisory Accounts without coordina(cid:415)on with other FAs. Generally, when transac(cid:415)ons are batched, such batched transac(cid:415)ons will be allocated propor(cid:415)onally to advisory Accounts for which such security transac(cid:415)on is determined to be suitable based on rela(cid:415)ve Account size. AP can make excep(cid:415)ons to this procedure due to special por(cid:414)olio constraints, cash posi(cid:415)on, client or regulatory restric(cid:415)ons, odd-lot size of an available transac(cid:415)on, or other equitable fiduciary reason. Depending on the circumstances, it may not be possible to receive the same price or (cid:415)me of execu(cid:415)on for all of the securi(cid:415)es purchased or sold in an aggregated order. Therefore, such aggregated order may be executed in one or more transac(cid:415)ons at varying prices and each client’s order will not receive the average price for the day with respect to such transac(cid:415)on. NFS clients should review Envestnet’s ADV II for discussion of its policies regarding batched/block trades. Trade Error When a trade error is made, AP will place an order to correct the trade. The Firm will book the error to the FA, and depending the nature of the error the Firm may retain a gain realized on the correc(cid:415)on or may elect to remit some or all of the gain proceeds to the client. If a loss is realized as a result of the correc(cid:415)ve ac(cid:415)on taken, the Firm will not bill that loss to the client. The loss will be charged back to the FA on the Account or the trading department, depending on who was responsible for the error. If a gain, from a trade error, was previously booked to the FA, the loss will be ne(cid:425)ed against the gain and if the Page | 30  loss exceeds the balance of any prior gain, the expense will be borne by the Firm or party responsible for the error. Directed Brokerage While not a requirement of par(cid:415)cipa(cid:415)ng as RIA, investment manager or sub-manager for clients of AP or any programs offered, some RIAs, investment managers and sub-advisors u(cid:415)lized by AP may have other advisory clients who custody assets through AP with their Custodian, and as a result of such rela(cid:415)onship, AP receives commissions and other compensa(cid:415)on from transac(cid:415)ons executed in such accounts. See also the discussion in the sec(cid:415)on herein (cid:415)tled “Third Party Advisor (“TPA”) Investment Management Program. AP currently offers NFS as its custodial and clearing agent. We do not typically honor requests for usage of different clearing firms or custodians. As discussed earlier, we also maintain and have conflicts related to our sweep program and minimum cash holdings within advisory Accounts. Please note that all RIAs do not require clients to u(cid:415)lize a clearing firm or custodian of RIA’s choice, or require minimum cash holdings or the use of a conflicted proprietary sweep program. Requiring use of a par(cid:415)cular clearing firm or custodian, as well as the minimum cash holdings and proprietary sweep program is a convenience to us and will in many cases result in more compensa(cid:415)on for AP or the associated FA than if you were permi(cid:425)ed to elect a different broker/dealer, clearing firm, custodian or sweep account. We mi(cid:415)gate this conflict through this disclosure to you, and as otherwise described within this document. Also, depending on the securi(cid:415)es used within your Account(s) and trading pa(cid:425)erns, you may be be(cid:425)er off using a clearing firm we are not making available to you. By direc(cid:415)ng brokerage in this manner we will, in some cases, be unable to achieve most favorable execu(cid:415)on of client transac(cid:415)ons, and this prac(cid:415)ce will, in these circumstances, cost clients more money. Clients par(cid:415)cipa(cid:415)ng in certain investment advisory programs managed by por(cid:414)olio managers not associated with AP may direct (or the third-party por(cid:414)olio managers may direct) that some or all Account transac(cid:415)ons be effected through specific brokers or dealers other than AP. In such case, the third-party por(cid:414)olio manager or the client is responsible for nego(cid:415)a(cid:415)ng the terms and condi(cid:415)ons (including, but not limited to, commission rates) rela(cid:415)ng to all services to be provided by such brokers. AP assumes no responsibility for obtaining the best prices or any par(cid:415)cular commission rates for transac(cid:415)ons with or through any such broker for such client’s Account. A client must recognize that client may obtain rates that differ from those offered through AP. Cross-Trade Transac(cid:415)ons AP may engage in agency or principal cross transac(cid:415)ons; however, AP obtains client consent for principal transac(cid:415)ons prior to execu(cid:415)on. Agency and Principal cross transac(cid:415)ons are agreed to within the terms of the Investment Advisory Services Agreement. Client may revoke, in wri(cid:415)ng, this consent for agency or principal cross transac(cid:415)ons at any (cid:415)me. Addi(cid:415)onally, to the extent AP acts as a principal and engages in a principal cross transac(cid:415)on, AP will obtain the Client’s permission for such transac(cid:415)on prior to the execu(cid:415)on of such transac(cid:415)on. So(cid:332) Dollar Arrangements The Firm’s clearing firm, NFS, provides research and other services which may be deemed to be “so(cid:332) dollar benefits” even though the Firm pays for such services. Any such so(cid:332) dollar benefits are in accordance with Sec(cid:415)on 28(e) of the Securi(cid:415)es exchange Act of 1934. Page | 31  Hard Dollar Arrangements The Firm receives, from unrelated third par(cid:415)es, cash compensa(cid:415)on in support of and in connec(cid:415)on with training, educa(cid:415)onal or other services provided to FAs, their clients and prospec(cid:415)ve clients (“Educa(cid:415)on”). This compensa(cid:415)on in many cases exceeds the costs to AP of delivering the Educa(cid:415)on. This presents a conflict of interest as FAs and the Firm could be incen(cid:415)vized to promote, to their clients, the products and services offered by such third par(cid:415)es over reasonably available alterna(cid:415)ves. We mi(cid:415)gate this conflict through disclosure to you and by managing client assets in accordance with risk tolerance, investment objec(cid:415)ves and by ac(cid:415)ng in the best interest of the client. Brokerage for Client Referrals Currently, we do not direct any advisory clients to third party broker-dealers in an(cid:415)cipa(cid:415)on of receiving referrals of advisory clients from such broker-dealers. Research Trades may be done with brokers who are selected based on research products or services. These may be used for the benefit of all clients and are not necessarily used exclusively by the Account for which the transac(cid:415)on was made. The types of products and services include wri(cid:425)en and oral reports concerning current or prospec(cid:415)ve por(cid:414)olio holdings, economic interpreta(cid:415)ons, and por(cid:414)olio strategy. AP may compensate brokerage firms which supply computer generated data of its own or that of a third party. Such informa(cid:415)on is available to assist in the management of all of AP’s clients whether or not any commissions are available for use in this ma(cid:425)er. Currently AP is not engaged in this type of arrangement. Item 13- Review of Accounts All advisory Accounts and ini(cid:415)al proposals are reviewed by the supervision staff or their designee. Accounts undergo ongoing review, by Supervision, for suitability, among other things. More frequent reviews may be triggered by wri(cid:425)en request from the client. Clients are provided with quarterly Account posi(cid:415)on statements as required by the FINRA and the SEC. Such Account statements and confirms will be provided by NFS. Item 14- Client Referrals and Other Compensa(cid:415)on Referral/Promoter Arrangements We will, in many cases, receive compensation for referring you to a third-party service provider, such as another RIA. Separately, for advisory referrals made to AP, we may pay a portion of the advisory fee compensation we receive to those third-parties who have entered into a formal Promotor Agreement (“Promotor Agreement”) with AP. In either instance, the amount of the referral compensation will be determined by the agreement between us and the third-party. When we act as the referring party (i.e. AP is referring you a third party), we will deliver to you a disclosure document at the time of the referral. When a third-party acts as the referring party under a Promotor Agreement with AP, the third-party will provide a disclosure document at the time of the referral. Please note that payment of compensation to us and our FA for recommending a third-party or payments made to a third-party for referrals creates a conflict of interest in that there is a financial incentive to make or receive such recommendations or referrals. Although we and our FAs commit to Page | 32  acting in your best interests, the existence of such referral-based compensation could encourage us or a third-party referrer to make an unnecessary recommendation or cause us or a third-party referrer to refrain from offering alternative options (i.e. other service providers) that do not provide equivalent compensation. We address this conflict by requiring any FA making such a referral and requiring any third-party making such a referral to provide disclosures regarding the compensation arrangement and the related conflicts of interest. Other Compensa(cid:415)on Cash and Sweep Programs Certain money market, municipal money market and government money-market funds pay AP a distribu(cid:415)on fee in its capacity as a broker dealer. This includes the aforemen(cid:415)oned money markets held within ERISA accounts. Addi(cid:415)onally, AP is compensated on the amount of free credit balances in client Accounts and on cash awai(cid:415)ng reinvestment in a sweep program or purchase of a security as well as cash awai(cid:415)ng distribu(cid:415)on a(cid:332)er being redeemed from a sweep program. AP also receives addi(cid:415)onal compensa(cid:415)on, from NFS, based on client Account balances being held in certain money market funds. The forms of compensa(cid:415)on are in addi(cid:415)on to other fees, etc. received from client Accounts. A variety of money market funds are available through AP. Money market funds o(cid:332)en pay different interest rates from each other. Most money market funds pay higher interest rates than the rate that is paid by AP’s BDSP sweep, alternate money market fund sweep, and free credit op(cid:415)ons. Clients may contact their FA at any (cid:415)me to discuss alterna(cid:415)ve op(cid:415)ons to invest the cash balances in their Accounts beyond the minimums required by Envestnet. Cash balances arising from the sales of securi(cid:415)es, redemp(cid:415)on of debt securi(cid:415)es, dividend and interest payments and funds received from clients are generally transferred to the sweep program op(cid:415)on (if applicable) on a daily basis. When securi(cid:415)es are sold, funds (less any charges) are generally credited on the first business day a(cid:332)er the trade date. Due to the foregoing prac(cid:415)ces, AP realizes economic benefit because of the delay in inves(cid:415)ng these funds. Margin Loans and Non-Purpose Loans To the extent you u(cid:415)lize NFS, CIBC Bank USA, Advisor Credit Exchange, Na(cid:415)onwide or another lender introduced to you by AP for margin loan financing and/or non-purpose loans secured by client Accounts, both the FA and AP will receive interest sharing compensa(cid:415)on related to such loans and the markup on the loan interest rate is nego(cid:415)able with your FA. The receipt of this compensa(cid:415)on is a conflict of interest because it creates incen(cid:415)ves for us to recommend leverage when it may not be suitable for the Account. We are addi(cid:415)onally incen(cid:415)vized to advise you to use margin to increase your por(cid:414)olio size, because we will base our advisory fee on your overall por(cid:414)olio market value in addi(cid:415)on to the fees we receive on the interest generated by the margin. We have the ability to mark up or otherwise influence the interest rates charged on these programs and thereby increase our compensa(cid:415)on. We address these conflicts through review of Accounts for suitability when they apply to use leverage, monitoring of the amount of leverage used within Accounts, maintenance of our Code of Ethics, and this disclosure to you. We also encourage you to nego(cid:415)ate interest rates with your FA when using margin through an AP referred lender and compare other lending sources. You are not obligated to use margin or lending through one of the lenders listed above. Page | 33  Transac(cid:415)on Flow When securi(cid:415)es are sold, funds may be deposited on the first business day a(cid:332)er se(cid:425)lement date. Funds placed in a client's Account by personal check usually will not be invested un(cid:415)l the second business day following the day that the deposit is credited to the client’s Account. Due to the foregoing prac(cid:415)ces, AP will obtain a distribu(cid:415)on fee in its capacity as a broker-dealer from the free credit, money market funds or BDSP prior to the date that deposits are credited to client Accounts and thus realize some economic benefit because of the delay in inves(cid:415)ng these funds. Where an unaffiliated broker-dealer or other en(cid:415)ty acts as custodian of the client’s Account assets, we have no control over the manner in which the cash reserves will be handled. You and/or the custodian will make the determina(cid:415)on. Payment for Asset and Order Flow In connec(cid:415)on with the clearing and custody agreement AP has entered into with NFS, AP receives cash payments, revenue sharing, discounts and rebates from NFS in exchange for increases in customer asset balances (or "asset flows") and securi(cid:415)es transac(cid:415)ons to/with NFS. Substan(cid:415)ally all order execu(cid:415)on from AP routes to NFS, which may then route orders to other third-party broker-dealers for execu(cid:415)on. NFS will receive compensa(cid:415)on from those execu(cid:415)ng third-party broker-dealers in connec(cid:415)on with the order flow that NFS routes to them. Likewise, in certain instances AP may elect to have certain trades directed to specified third-party broker-dealers and receive compensa(cid:415)on from those broker-dealers in connec(cid:415)on with its directed order flow. These payments for order flow create conflicts of interest for AP and NFS due to the fact that they may influence AP and NFS to direct trades to execu(cid:415)ng firms that pay such compensa(cid:415)on even though AP or NFS may be able to receive be(cid:425)er pricing from other broker- dealers. AP will endeavor to obtain the best execu(cid:415)on possible given all of the facts and circumstances rela(cid:415)ng to individual transac(cid:415)ons. Such factors include, among other things, the size of the order, the trading characteris(cid:415)cs of the securi(cid:415)es and the difficulty associated with achieving an execu(cid:415)on in a par(cid:415)cular market. The sources and nature of any payments for order flow made to AP for par(cid:415)cular transac(cid:415)ons in your Account will be furnished upon wri(cid:425)en request to: &Partners, LLC 40 Burton Hills Blvd, Suite 350, Nashville, TN 37215. Please see AP’s Rule 606 Order Rou(cid:415)ng disclosures, located on the Firm’s website: h(cid:425)ps://www.andpartners.com. Item 15- Custody We u(cid:415)lize NFS as qualified custodian for most of our client’s assets. Clients should receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains client’s investment assets. AP urges you to carefully review such statements. Although the funds and securi(cid:415)es of our clients are held at unaffiliated qualified custodians, there are certain situa(cid:415)ons where AP is deemed to have custody of some client assets under the SEC’s Custody Rule because it deducts fees from certain client Accounts, as described below. Addi(cid:415)onally, AP is deemed to have custody when it accepts checks and securi(cid:415)es cer(cid:415)ficates, on behalf of its clients, and forwards for deposit to Account custodian. AP provides investment management services only and the physical safekeeping of client assets is performed by qualified custodians, i.e., regulated financial ins(cid:415)tu(cid:415)ons including banks and broker dealers. Page | 34  Advisory Fees Client provides authority to AP, Envestnet and their custodian (“Authorized Billing Par(cid:415)es”) to deduct periodic investment advisory fees from the Account(s). Usually monthly, but at least quarterly, the custodian sends statements to the client which show, among other things, the advisory fees paid to AP. We have procedures to monitor that Authorized Billing Par(cid:415)es only remove the fees owed to us from those client’s Accounts. You should carefully review your statements to monitor that the fee amount removed is correct and that the Authorized Billing Par(cid:415)es do not remove more than what is due. Similarly, as authorized by Client and upon presenta(cid:415)on of invoice, AP will deduct the annual investment management fees on behalf of TPAs. AP is not responsible for verifying the accuracy of the fees presented on invoices from TPAs, so it is important that you review your statements carefully to confirm that the correct amount is being removed from your Account a(cid:425)ributable to TPA manager fees. Standing Instruc(cid:415)ons Client may provide AP standing instruc(cid:415)ons to process transac(cid:415)ons on their behalf. AP’s qualified custodians distribute required documenta(cid:415)on to inform clients when such instruc(cid:415)ons have been established and updated. The qualified custodian also provides an annual reminder of such instruc(cid:415)ons. AP urges clients to carefully review all documenta(cid:415)on provided by qualified custodian including but not limited to account statements and no(cid:415)ces, all of which will no(cid:415)fy client when such Standing Instruc(cid:415)ons are established and modified. Service as Trustee/Executor/POA Subject to compliance with AP’s procedures, an AP employee may serve as the trustee of a trust, executor of an estate or Power of A(cid:425)orney for whom AP provides advisory services. AP’s procedures limit these situa(cid:415)ons to those where the employee had a pre-exis(cid:415)ng personal (not professional) rela(cid:415)onship (such as a family member) with the decedent, trust grantor/beneficiary or individual. Pursuant to current SEC guidance, such situa(cid:415)ons are not deemed to create a custody rela(cid:415)onship between AP and the client because of the pre-exis(cid:415)ng personal rela(cid:415)onship. All new engagements of this type are reviewed to ensure compliance with AP’s procedures. Item 16 – Investment Discre(cid:415)on When selected by you, our standard investment advisory agreement grants us discre(cid:415)onary authority to supervise and direct the investment and reinvestment of a client’s Account, making and implemen(cid:415)ng investment decisions and investment managers, including TPAs, without prior consulta(cid:415)on with the client. If AP is not otherwise directed in wri(cid:415)ng to execute trades through a par(cid:415)cular broker-dealer, AP will execute, as a broker, all purchases and/or sales on behalf of a client’s Account through NFS, as client has directed via new Account paperwork, or consented to a(cid:332)er Account was opened. Item 17- Vo(cid:415)ng Client Securi(cid:415)es Advisor, Pla(cid:414)orm Manager or Sub-Manager, as applicable, or any of their respec(cid:415)ve appointed agents or third-party delegates (“Authorized Agents”), will exercise discre(cid:415)on in vo(cid:415)ng or otherwise ac(cid:415)ng on all ma(cid:425)ers, including (but not limited to) proxies and corporate ac(cid:415)ons, for which a security holder vote, consent, elec(cid:415)on or similar ac(cid:415)on is solicited by, or with respect to, issuers of securi(cid:415)es beneficially held as part of the Program Assets, unless otherwise agreed to in wri(cid:415)ng with Client. Client reserves the right to revoke this authority, in wri(cid:415)ng, at any (cid:415)me, by sending no(cid:415)ce to: &Partners Compliance Dept., 40 Page | 35  Burton Hills Blvd, Suite 350, Nashville, TN 37215. AP will retain records of all proxy vo(cid:415)ng decisions as made by Advisor and will, upon request, seek to obtain similar records by other Authorized Agents. Such records may be requested, in wri(cid:415)ng, at any (cid:415)me. AP may, in its discre(cid:415)on, file class ac(cid:415)on claims on behalf of Client with Client’s approval. Item 18- Financial Informa(cid:415)on RIAs are required to provide you with certain financial informa(cid:415)on or disclosures about their financial condi(cid:415)on. AP has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. Page | 36