Portage Wealth Inc.

Portage Wealth Inc. 102-2265 Upper Middle Road East, Oakville, Ontario, L6H0G5, Canada www.portagewealth.com (416) 319-1627 May 1, 2026 Firm Brochure (Form ADV Part 2A) Item 1: Cover Page This brochure provides information about the qualifications and business practices of Portage Wealth Inc.. If you have any questions about the contents of this brochure, please contact us at the phone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration (e.g. “registered investment advisor”) does not imply a certain level of skill or training. Additional information about Portage Wealth Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2: Material Changes Pursuant to SEC rules, Portage Wealth Inc. will ensure that clients receive a summary of any material changes to this and subsequent disclosure brochures within 120 days after the Firm’s fiscal year end, December 31. This means that if there were any material changes over the past year, clients will receive a summary of those changes no later than April 30. At that time, Portage Wealth Inc. will also offer a copy of its most current disclosure brochure and may also provide other ongoing disclosure information about material changes as necessary. If there are no material changes over the past year, no notices will be sent. Clients and prospective clients can always receive the most current disclosure brochure for Portage Wealth Inc. at any time by contacting their investment advisor representative. Since our last annual amendment as of January 12, 2026, our firm has updated the following items: • No material changes to list. Page 2 of 18  Item 3 Table of Contents Item 1: Firm Brochure (Form ADV Part 2A) ....................................................................................... 1 Item 2: Material Changes ..................................................................................................................... 1 Item 3 Table of Contents ...................................................................................................................... 2 Item 4 Advisory Business .................................................................... Error! Bookmark not defined. Item 5 Fees and Compensation ............................................................ Error! Bookmark not defined. Item 6 Performance-Based Fees and Side-By-Side Management .......... Error! Bookmark not defined. Item 7 Types of Clients ........................................................................................................................ 7 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 7 Item 9 Disciplinary Information ........................................................... Error! Bookmark not defined. Item 10 Other Financial Industry Activities and Affiliations ................ Error! Bookmark not defined. Item 11 Code of Ethics, Conflicts of Interest, and Personal Trading ..... Error! Bookmark not defined. Item 12 Brokerage Practices ................................................................ Error! Bookmark not defined. Item 13 Review of Accounts .............................................................................................................. 16 Item 14 Client Referrals and Other Compensation ............................... Error! Bookmark not defined. Item 15 Custody ................................................................................................................................ 17 Item 16 Investment Discretion ............................................................. Error! Bookmark not defined. Item 17 Voting Client Securities .......................................................... Error! Bookmark not defined. Item 18 Financial Information ............................................................................................................ 18 Page 3 of 18  Item 4 Advisory Business Firm Description Portage Wealth Inc. (“Portage” or the “Firm”) is an SEC-registered investment advisor founded on January 12, 2026. The Principal Owner is Darren Coleman and Chief Compliance Officer of Portage is Sandra Henderson. Types of Advisory Services The Firm offers a large variety of services, including portfolio management and investment analysis for individuals. The Firm offers these services to clients or potential clients (“clients”). Prior to engaging Portage to provide any investment advisory services, Portage requires a written financial service agreement (“FSA”) signed by the client prior to the engagement of any services. The FSA will outline services to which the client is entitled and fees the client will incur. Portfolio Management The Firm provides continuous advice and portfolio management based on the goals, time horizon, and risk tolerance of each Client. The Firm creates an investment plan for each Client, which outlines the Client’s current situation and then constructs a portfolio that matches each Client’s specific situation and goals. Services include financial planning, investment strategy, asset location and selection, risk tolerance, personalized investment policy, and regular portfolio monitoring. The Firm evaluates the current investments of each Client with respect to their risk tolerance and time horizon. The Firm will request discretionary authority from Clients in order to select securities and execute transactions without permission from the Client prior to each transaction. For investment management clients that request such, financial plans are reviewed upon financial plan creation and plan delivery by at least one of our CFPs on staff. There are multiple levels of review for each financial plan, which may consist of our team of CFPs reviewing and coordinating together on plans. Each client that requests one will receive their financial plan upon completion. Our team has several professionals who are CFP’s (certified financial planners) and provide comprehensive review and recommendations based on the client’s goals and risk tolerances. Once the plan has been created, our team work together to build the right investment portfolio. Backed by our CIO, who has his CFA, as well as our firm’s owner, Darren Coleman, who has over 30 years’ experience, the investment recommendations are presented to the client. Implementation and ongoing relationship management is provided by our Portfolio Managers. Services Tailored to Clients’ Needs The Firm offers individualized advisory services to Clients as part of its portfolio management services. Client may request that Portage refrain from investing in particular securities or certain types of securities. The Client must provide these instructions to Portage in writing. A review of the information Page 4 of 18  provided by the Client regarding the Client’s current financial situation, goals, and risk tolerances will be performed and advice will be provided that is in line with available information. Wrap Fee Program versus Portfolio Management Program Portage does not offer a Wrap Fee Program. Assets Under Management As of December 31, 2025, Portage has the following assets under management: Discretionary assets: Non-discretionary assets: $0 $0 Item 5 Fees and Compensation Fees and other charges Individually Managed Accounts: Fees for individually managed accounts are tier priced as follows: Portfolio Under Management ($) Annual Program Costs (%) $500,000 - $1,000,000 $1,000,000 - $2,500,000 $2,500,000 - $5,000,000 $5,000,000 - $10,000,000 $10,000,000+ 1.50% 1.25% 1.00% 0.75% Negotiable At our discretion, we may choose to negotiate the percentages assigned in the aforementioned annual fee schedule with the client. All asset-based fees are deducted by the qualified custodian of record on a quarterly basis in Advance, or as otherwise indicated in the client agreement. Client statements for prior deductions will be provided on a quarterly basis. All fees paid to Portage for investment advisory services are separate and distinct from the expenses charged by third-party managers and Investment Companies to their shareholders. These fees and expenses are described to the client in separate disclosures. These fees will generally include third-party management fees, an Investment Company management fee, other fund expenses, and in some situations a possible distribution fee. Portage will provide investment advisory services and portfolio management services but will not provide custodial or other administrative services. At no time will Portage accept or maintain custody of a client’s funds or securities except for authorized fee deduction. The Client may contact the Custodian directly for disbursements, or account record changes, and may also do so in writing to the custodian. Portage may act at the client’s convenience to facilitate such written communications to the Custodian, provided that such action is not construed to be custody of client assets. Page 5 of 18  Client is responsible for all custodial and securities execution fees charged by the custodian and executing broker-dealer. Fees paid to Portage are separate and distinct from the custodian and execution fees. Clients may request to terminate their advisory contract with Portage, in whole or in part, by providing advance written notice. Upon termination, any fees paid in advance will be prorated to the date of termination and any excess will be refunded to client through the Custodian. Client’s advisory agreement with the Firm is non-transferable without Client’s written approval. Fixed fees paid in advance will be prorated to the date of termination and the excess refunded to the client by check as soon as practicable. Where the firm may request a fee in advance, the amount paid in advance will not be more than $1,200 per client and 6 months in advance. The remaining fixed fees will be paid after services are performed. Fee Deduction Disclosure Where Portage deducts its management fee from client accounts utilizing a qualified custodian, the Portage is required to meet the following requirements. • Possess written authorization from the client to deduct advisory fees from an account held by a qualified custodian; • The firm must send the qualified custodian a written invoice detailing the fee amount to be deducted from the client account; and, • The firm must send the client a written invoice itemizing the fee, the invoice must detail any formulae used to calculate the fee, the time period covered by the fee and the amount of assets under management on which the fee was based. This may be included with the clients quarterly performance report. Right of Cancellation In addition to the right to terminate an agreement pursuant to its terms, a client may cancel an agreement with Portage within five (5) business days of first receiving a copy of this disclosure brochure and supplement without penalty or fee. Compensation for the Sale of Securities Neither Portage nor any of its supervised persons receive compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6 Performance-Based Fees and Side-By-Side Management Portage does not charge or accept performance-based fees. Page 6 of 18  Item 7 Types of Clients Portage provides investment advice to many different types of clients. These clients generally include individuals, personal holding companies and small businesses. Minimum Account Size The Firm requires a minimum of $500,000 of investable assets. Third-party managed programs generally have account minimum requirements, and these minimum requirements vary from manager to manager. Account minimums are generally higher on fixed income accounts than equity-based accounts. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis The Firm may use the following methods when considering investment strategies and recommendations. Charting Review Charting is a technical analysis that charts the patterns of stocks, bonds, and commodities to help determine buy and sell recommendations for clients. It is a way of gathering and processing price and volume information in a security by applying mathematical equations and plotting the resulting data onto graphs in order to predict future price movements. A graphical historical record assists the analyst in spotting the effect of key events on a security’s price, its performance over a period of time, and whether it is trading near its high, near its low or in between. Chartists believe that recurring patterns of trading, commonly referred to as indicators, can help them forecast future price movements. Fundamental Review A fundamental analysis is a method of evaluating a company or security by attempting to measure its intrinsic value. Fundamental analysis attempts to determine the true value of a company or security by looking at all aspects of the company or security, including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt-to-equity and price-to-equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price with the aim of determining what sort of position to take with that security (e.g., if underpriced, the security should be bought; if overpriced the security should sold). Fundamental analysis uses real data to evaluate a security's value. Although most analysts use Page 7 of 18  fundamental analysis to value stocks, this method of valuation can be used for many types of securities. Technical Review A technical analysis is a method of evaluating securities that analyzes statistics generated by market activity, such as past prices and volume. Technical analysis does not attempt to measure a security's intrinsic value, but instead uses past market data and statistical tools to identify patterns that can suggest future activity. Historical performance of securities and the markets can indicate future performance. Cyclical Review A cyclical analysis assumes the market reacts in reoccurring patterns that can be identified and leveraged to provide performance. Cyclical analysis of economic cycles is used to determine how these reoccurring patterns, or cycles, affect the returns of a given investment, asset, or company. Cyclical analysis is a time-based assessment which incorporates past and present performance to determine future value. Cyclical analyses exist because the broad economy has been shown to move in cycles, from periods of peak performance to periods of low performance. The risks of this strategy are two- fold: (1) the markets do not always repeat cyclical patterns; and (2) if too many investors begin to implement this strategy, it changes the very cycles of which they are trying to take advantage. Economic Review An economic analysis determines the economic environment over a certain time horizon. This involves following and updating historic economic data such as U.S. gross domestic product and consumer price index as well as monitoring key economic drivers such as employment, inflation, and money supply for the world’s major economies. B. Investment Strategies When implementing investment advice to clients, the Firm may employ a variety of strategies to best pursue the objects of clients. Depending on market trends and conditions, Portage will employee any technique or strategy herein described, at the Firm’s discretion and in the best interests of the client. The Firm does not recommend any particular security or type of security. Instead, the Firm makes recommendations to meet a particular client’s financial objectives. There is inherent risk to any investment and clients may suffer loss of ALL OR PART of a principal investment. Long-Term Purchases Long-term purchases are securities that are purchased with the expectation that the value of those securities will grow over a relatively long period, generally greater than one year. Long-term purchases may be affected by unforeseen changes in the company in which a client is invested or in the overall market. Long term trading is designed to capture market rates of both return and risk. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Due to its nature, the long-term strategy can expose clients to various other types of risk that will typically surface at various intervals during the time the client owns the investments. Page 8 of 18  These risks include, but are not limited to, inflation (purchasing power) risk, interest rate risk, economic risk, and political/regulatory risk. Short-Term Purchases Short-term purchases are securities that are purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities’ short- term price fluctuations. Short-term trading generally holds greater risk. Frequent trading can affect investment performance due to increased brokerage fees and other transaction costs and taxes. Strategic Asset Allocation Asset allocation is a combination of several different types of investments; typically, this includes stocks, bonds, and cash equivalents among various asset classes to achieve diversification. The objective of asset allocation is to manage risk and market exposure while still positioning a portfolio to meet financial objectives. C. Risk of Loss Investing inherently involves risk up to and including loss of the principal sum. Further, past performance of any security is not necessarily indicative of future results. Therefore, future performance of any specific investment or investment strategy based on past performance should not be assumed as a guarantee. Portage does not provide any representation or guarantee that the financial goals of clients will be achieved. The potential return or gain and potential risk or loss of an investment varies, generally speaking, with the type of product invested in. Below is an overview of the types of products available on the market and the associated risks of each: General Risks. Investing in securities always involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives can or will be met. Past performance is in no way an indication of future performance. We also cannot assure that third parties will satisfy their obligations in a timely manner or perform as expected or marketed. General Market Risk. Investment returns will fluctuate based upon changes in the value of the portfolio securities. Certain securities held may be worth less than the price originally paid for them, or less than they were worth at an earlier time. Common Stocks. Investments in common stocks, both directly and indirectly through investment in shares of ETFs, may fluctuate in value in response to many factors, including, but not limited to, the activities of the individual companies, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject certain strategies to potential losses. During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for each strategy. Page 9 of 18  Portfolio Turnover Risk. High rates of portfolio turnover could lower performance of an investment strategy due to increased costs and may result in the realization of capital gains. If an investment strategy realizes capital gains when it sells its portfolio investments, it will increase taxable distributions to you. High rates of portfolio turnover in a given year would likely result in short-term capital gains and under current tax law you would be taxed on short-term capital gains at ordinary income tax rates, if held in a taxable account. Non-Diversified Strategy Risk. Some investment strategies may be non-diversified (e.g., investing a greater percentage of portfolio assets in a particular issuer and owning fewer securities than a diversified strategy). Accordingly, each such strategy is subject to the risk that a large loss in an individual issuer will cause a greater loss than it would if the strategy held a larger number of securities or smaller positions sizes. Model Risk. Financial and economic data series are subject to regime shifts, meaning past information may lack value under future market conditions. Models are based upon assumptions that may prove invalid or incorrect under many market environments. We may use certain model outputs to help identify market opportunities and/or to make certain asset allocation decisions. There is no guarantee any model will work under all market conditions. For this reason, we include model related results as part of our investment decision process but we often weigh professional judgment more heavily in making trades or asset allocations. ETF Risks, including Net Asset Valuations and Tracking Error. An ETF's performance may not exactly match the performance of the index or market benchmark that the ETF is designed to track because 1) the ETF will incur expenses and transaction costs not incurred by any applicable index or market benchmark; 2) certain securities comprising the index or market benchmark tracked by the ETF may, from time to time, temporarily be unavailable; and 3) supply and demand in the market for either the ETF and/or for the securities held by the ETF may cause the ETF shares to trade at a premium or discount to the actual net asset value of the securities owned by the ETF. Certain ETF strategies may from time to time include the purchase of fixed income, commodities, foreign securities, American Depository Receipts, or other securities for which expenses and commission rates could be higher than normally charged for exchange-traded equity securities, and for which market quotations or valuation may be limited or inaccurate. Clients should be aware that to the extent they invest in ETF securities they will pay two levels of advisory compensation – advisory fees charged by Portage plus any advisory fees charged by the issuer of the ETF. This scenario may cause a higher advisory cost (and potentially lower investment returns) than if a Client purchased the ETF directly. An ETF typically includes embedded expenses that may reduce the ETF's net asset value, and therefore directly affect the ETF's performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. Expenses of the ETF may include investment advisor management fees, custodian fees, brokerage commissions, and legal and accounting fees. ETF expenses may change from time to time at the sole discretion of the ETF issuer. ETF tracking error and expenses may vary. Inflation, Currency, and Interest Rate Risks. Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar- Page 10 of 18  denominated assets primarily managed by Portage may be affected by the risk that currency devaluations affect Client purchasing power. Liquidity Risk. Liquidity is the ability to readily convert an investment into cash to prevent a loss, realize an anticipated profit, or otherwise transfer funds out of the particular investment. Generally, investments are more liquid if the investment has an established market of purchasers and sellers, such as a stock or bond listed on a national securities exchange. Conversely, investments that do not have an established market of purchasers and sellers may be considered illiquid. Your investment in illiquid investments may be for an indefinite time, because of the lack of purchasers willing to convert your investment to cash or other assets. Legislative and Tax Risk. Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization and/or tax reporting obligations, particularly for options, swaps, master limited partnerships, Real Estate Investment Trust, Exchange Traded Products/Funds/Securities. We do not engage in tax planning, and in certain circumstances a Client may incur taxable income on their investments without a cash distribution to pay the tax due. Clients and their personal tax advisors are responsible for how the transactions in their account are reported to the IRS or any other taxing authority. Foreign Investing and Emerging Markets Risk. Foreign investing involves risks not typically associated with U.S. investments, and the risks maybe exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social, and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Information Security Risk. We may be susceptible to risks to the confidentiality and security of its operations and proprietary and customer information. Information risks, including theft or corruption of electronically stored data, denial of service attacks on our website or websites of our third-party service providers, and the unauthorized release of confidential information are a few of the more common risks faced by us and other investment advisers. Data security breaches of our electronic data infrastructure could have the effect of disrupting our operations and compromising our customers' confidential and personally identifiable information. Such breaches could result in an inability of us to conduct business, potential losses, including identity theft and theft of investment funds from customers, and other adverse consequences to customers. We have taken and will continue to take steps to detect and limit the risks associated with these threats. Page 11 of 18  Tax Risks. Tax laws and regulations applicable to an account with Portage may be subject to change and unanticipated tax liabilities may be incurred by an investor as a result of such changes. In addition, customers may experience adverse tax consequences from the early assignment of options purchased for a customer's account. Customers should consult their own tax advisers and counsel to determine the potential tax-related consequences of investing. Advisory Risk. There is no guarantee that our judgment or investment decisions on behalf of particular any account will necessarily produce the intended results. Our judgment may prove to be incorrect, and an account might not achieve her investment objectives. In addition, it is possible that we may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to accounts’ custodians’ software. Portage and its representatives are not responsible to any account for losses unless caused by Portage breaching our fiduciary duty. Dependence on Key Employees. An accounts success depends, in part, upon the ability of our key professionals to achieve the targeted investment goals. The loss of any of these key personnel could adversely impact the ability to achieve such investment goals and objectives of the account. Portage does not primarily recommend a particular type of security. Item 9 Disciplinary Information Registered investment advisers are required to disclose any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the advisory business or integrity of the Firm’s management. Portage has no disciplinary disclosures. Darren Coleman, the owner and operator of Portage, has no disciplinary disclosures. Item 10 Other Financial Industry Activities and Affiliations Registration as a Broker/Dealer or Broker/Dealer Representative Portage is not registered and does not have an application pending to register, as a broker-dealer. There is one management person and two additional representatives that are registered as broker-dealer representatives. Registration as a Future Commission Merchant or Commodity Pool Operator Portage and its management persons are not registered and do not have an application pending to register as a futures commodity merchant or commodity pool operator. Relationships Material to This Advisory Business and Possible Conflicts of Interest Page 12 of 18  Portage Wealth Inc. (“Portage”) is affiliated through common ownership and/or control with Portage Wealth Ltd, a Canadian investment dealer registered with the Ontario Securities Commission (“OSC”). Portage Wealth Ltd provides investment dealer and related financial services to clients primarily in Canada. Certain personnel of Portage may also be associated with Portage Wealth Ltd. In addition, certain clients may be shared between Portage and Portage Wealth Ltd, including clients with cross-border financial needs, and may receive coordinated or integrated planning and/or services across both entities. In some cases, clients may maintain accounts with each entity based on jurisdictional or regulatory requirements. As a result of this affiliation, conflicts of interest may arise, including but not limited to: the potential for clients to be referred between Portage and Portage Wealth Ltd, the sharing of clients and coordination of services across entities, differences in regulatory regimes and services offered by each entity, and the potential for client confusion regarding which entity is providing services. Portage addresses these conflicts by maintaining policies and procedures designed to ensure that advisory services are provided in the best interest of clients, including clear disclosure of the capacity in which associated persons are acting and the entity providing services. Clients are informed of the entity providing each service and are not obligated to engage Portage Wealth Ltd, and may obtain similar services from unaffiliated third parties. Selection of Other Advisers Portage does not recommend or select other investment advisors for its Clients. Item 11 Code of Ethics, Conflicts of Interest, and Personal Trading A. Fiduciary Status According to federal and state law, an investment advisor is considered a fiduciary. As a fiduciary, it is an investment advisor’s responsibility to provide fair and full disclosure of all material facts. In addition, an investment advisor has a duty of utmost good faith to act solely in the best interest of each of its clients. Portage and its representatives have a fiduciary duty to all clients. Portage and its representatives’ fiduciary duty to clients is considered the core underlying principle for Portage’s Code of Ethics and represents the expected basis for all representatives’ dealings with clients. Portage has the responsibility to ensure that the interests of clients are placed ahead of it or its representatives’ own investment interest. All representatives will conduct business in an honest, ethical, and fair manner. All representatives will comply with all federal and state securities laws at all times. Full disclosure of all material facts and potential conflicts of interest will be provided to clients prior to services being conducted. All representatives have a responsibility to avoid circumstances that might negatively affect or appear to affect the representatives’ duty of complete loyalty to their clients. B. Recommendations Involving Material Financial Interests Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Page 13 of 18  C. Personal Trading Practices Our firm or persons associated with our firm may buy or sell the same securities that we recommend to you, or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. The Code of Ethics governs personal trading by each employee of Adviser deemed to be an Access Person and is intended to ensure that securities transactions affected by Access Persons of Portage are conducted in a manner that avoids any actual or potential conflict of interest between such persons and clients of the adviser or its affiliates. Portage collects and maintains records of securities holdings and securities transactions affected by Access Persons. These records are reviewed to identify and resolve potential conflicts of interest. D. Trading Securities At/Around the Same Time as Clients’ Securities See the response to Item 11C above. Aggregated Trading Our firm or persons associated with our firm may buy or sell securities for you at the same time we or persons associated with our firm buy or sell such securities for our own account. Client transactions always take priority to avoid front running and other manipulative practices. If a conflict is identified, it will be investigated and actions pursuant to our written supervisory procedures will be followed. Item 12 Brokerage Practices A. Selection and Recommendation Portage has a duty to select brokers, dealers and other trading venues that provide best execution for clients. The duty of best execution requires an investment adviser to seek to execute securities transactions for clients in such a manner that the client’s total cost or proceeds in each transaction is the most favorable under the circumstances, taking into account all relevant factors. The lowest possible commission, while very important, is not the only consideration. The brokers dealer(s) Portage currently utilizes is BNY Pershing LLC. It is the policy of the Firm to seek best execution in all portfolio trading activities for all investment disciplines and products, regardless of whether commissions are charged. This applies to trading in any instrument, security, or contract including equities, bonds, and forward or derivative contracts. The standards and procedures governing best execution are set forth in several written policies. Generally, to achieve best execution, Portage considers the following factors, without limitation, in selecting brokers and intermediaries: Page 14 of 18  Execution capability; ⋅ Confidentiality; ⋅ Order size and market depth; ⋅ Reputation and integrity; ⋅ Availability of competing markets and ⋅ liquidity; Responsiveness; ⋅ Trading characteristics of the security; Recordkeeping; ⋅ ⋅ Availability of accurate information Ability and willingness to commit ⋅ comparing markets; ⋅ capital; Quantity and quality of research Available technology; and ⋅ ⋅ received from the broker dealer; Ability to address current market Financial responsibility of the broker- ⋅ conditions. ⋅ dealer; Portage evaluates the execution, performance, and risk profile of the broker-dealers it uses at least quarterly. B. Research and Other Soft Dollar Benefits Soft dollar practices are arrangements whereby an investment adviser directs transactions to a broker‐ dealer in exchange for certain products and services that are allowable under federal and state law. Client commissions may be used to pay for brokerage and research services and products as long as they are eligible under Section 28(e) of the Exchange Act of 1934. Section 28(e) sets forth a “safe harbor,” which provides that an investment adviser that has discretion over a client account is not in breach of its fiduciary duty when paying more than the lowest commission rate available if the adviser determines in good faith that the rate paid is commensurate with the value of brokerage and research services provided by the broker‐dealer. Portage does not currently have any soft dollar benefit arrangements. C. Brokerage for Client Referrals Portage does not receive client referrals from third parties for recommending the use of specific broker-dealer brokerage services. D. Directed Brokerage Portage does not allow client directed brokerage. E. Order Aggregation Portage may, at times, aggregate sale and purchase orders of securities (“block trading”) for advisory accounts with similar orders in order to obtain the best pricing averages and minimize trading costs. This practice is reasonably likely to result in administrative convenience or an overall economic Page 15 of 18  benefit to the client. Clients also benefit relatively from better purchase or sale execution prices, or beneficial timing of transactions or a combination of these and other factors. Aggregate orders will be allocated to client accounts in a systematic non-preferential manner. Portage may aggregate or “bunch” transactions for a client’s account with those of other clients in an effort to obtain the best execution under the circumstances. Trade Error Policy Portage maintains a record of any trading errors that occur in connection with investment activities of its clients. Both gains and losses that result from a trading error made by Portage will be borne or realized by Portage. Item 13 Review of Accounts Periodic Reviews The Firm regularly reviews and evaluates client accounts for compliance with each client’s investment objectives, policies and restrictions. The Firm analyzes rates of return and allocation of assets to determine model strategy effectiveness. Such reviews are conducted by the Chief Compliance Officer or the Chief Compliance Officer designee of Portage and shall occur at least once per calendar year. Intermittent Review Factors Intermittent reviews may be triggered by substantial market fluctuation, economic or political events, or changes in the client’s financial status (such as retirement, termination of employment, relocation, inheritance, etc.). Clients are advised to notify Portage promptly if there are any material changes in their financial situation, investment objectives, or in the event they wish to place restrictions on their account. Reports Clients may receive confirmations of purchases and sales in their accounts and will receive, at least quarterly, statements containing account information such as account value, transactions, and other relevant information. Confirmations and statements are prepared and delivered by the custodian. Item 14 Client Referrals and Other Compensation Client Referrals Portage will not receive any economic benefit from another person or entity for soliciting or referring clients. Other Compensation Page 16 of 18  Portage will not pay another person or entity for referring or soliciting clients for Portage. Item 15 Custody Custodian of Assets Custody means holding, directly or indirectly, client funds or securities or having any authority to obtain possession of them. Portage does not have direct custody of any client funds and/or securities. Portage will not maintain physical possession of client funds and securities. Instead, clients’ funds and securities are held by a qualified custodian. While Portage does not have physical custody of client funds or securities, payments of fees may be paid by the custodian from the custodial brokerage account that holds client funds pursuant to the client’s account application. In certain jurisdictions, the ability of Portage to withdraw its management fees from the client’s account may be deemed custody. Prior to permitting direct debit of fees, each client provides written authorization permitting fees to be paid directly from the custodian. As part of the billing process, the client’s custodian is advised of the amount of the fee to be deducted from that client’s account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. The custodian does not calculate the amount of the fee to be deducted and does not verify the accuracy of Portage’s advisory calculation. Therefore, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation. Clients should contact Portage directly if they believe that there may be an error in their statement. The current custodian(s) Portage currently utilizes is BNY Pershing LLC. Item 16 Investment Discretion Portage may exercise full discretionary authority to supervise and direct the investments of a client’s account. This authority will be granted by clients upon completion of Portage’s FSA. This authority allows Portage and its affiliates to implement investment decisions without prior consultation with the client. Such investment decisions are made in the client’s best interest and in accordance with the client’s investment objectives. Other than agreed upon management fees due to Portage, this discretionary authority does not grant the Firm the authority to have custody of any assets in the client’s account or to direct the delivery of any securities or the payment of any funds held in the account to Portage. The discretionary authority granted by the client to the Firm does not allow Portage to direct the disposition of such securities or funds to anyone except the account holder. Page 17 of 18  Item 17 Voting Client Securities The Firm does not perform proxy voting services on the client’s behalf. Clients are encouraged to read through the information provided with the proxy voting documents and to make a determination based on the information provided. Upon the client’s request, Firm representatives may provide limited clarifications of the issues presented in the proxy voting materials based on his or her understanding of issues presented in the proxy voting materials. However, clients have the ultimate responsibility for making all proxy voting decisions. Item 18 Financial Information A. Balance Sheet Requirement Portage is not the qualified custodian for client funds or securities and does not require prepayment of fees of more than $1200 per client, six (6) months or more in advance. B. Financial Condition Portage does not have any financial impairment that would preclude the Firm from meeting contractual commitments to clients. C. Bankruptcy Petition Portage has not been the subject of a bankruptcy petition at any time during the last 10 years. Page 18 of 18