PRIVATE WEALTH PARTNERS, LLC

Firm Brochure Private Wealth Partners, LLC 591 Redwood Highway Suite 3210 Mill Valley, CA 94941 Telephone: (415) 461-3850 Email: myongue@pwpart.com Web Address: www.pwpart.com March 31, 2025 This brochure provides information about the qualifications and business practices of Private Wealth Partners, LLC (the “Adviser”). If you have any questions about the contents of this brochure, please contact us at (415) 461-3850 or by email at myongue@pwpart.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about the Adviser also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number known as a CRD number. Our firm's CRD number is 133802. Private Wealth Partners, LLC can also be referred to as a “registered investment adviser.” Registration of an investment adviser with the SEC or with any state securities authority does not imply any level of skill or training.  Important Note about this Brochure This Brochure is not: • An offer or agreement to provide advisory services to any person; • An offer to sell interests (or a solicitation of an offer to purchase interests) in any investment fund; • An offer to enter into any separately managed account; • A complete discussion of the features, risks or conflicts associated with any fund, account, or advisory service. As required by the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Adviser provides this Brochure to current and prospective clients. Additionally, this Brochure is available through the SEC’s Investment Adviser Public Disclosure website. Although this publicly available Brochure describes investment advisory services and products of the Adviser, persons who receive this Brochure (whether or not from the Adviser) should be aware that it is designed solely to provide information about the Adviser as necessary to respond to certain disclosure obligations under the Advisers Act. As such, the information in this Brochure may differ from information provided in relevant governing documents. More complete information about an account or other investments is included in relevant governing documents, certain of which may be provided to current and eligible prospective investors only by the Adviser. To the extent that there is any conflict between discussions herein and similar or related discussions in any governing documents, the relevant governing documents shall govern and control. 2  Item 2 Material Changes Private Wealth Partners, LLC is required to identify and discuss any material changes made to this Brochure since its last annual amendment. Accordingly, set out below are those changes that Private Wealth Partners LLC believes reflect material changes since its annual updating amendment filed on March 31, 2025:  An increase/decrease in the amount of assets under management in Item 4 – Advisory Business.  Retirement plan rollovers explanation added to Item 4 – Advisory Business.  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss has been modified to be easier for the general public to understand. Details were added about our methods of analysis and investment strategies. Meanwhile, we streamlined the risk discussion in order to draw the reader’s attention to the primary investment risks to be considered. It also includes new discussion regarding how cash is treated as an asset class and how cash sweep accounts are administered.  Added additional information about PWP’s relationship with Charles Schwab & Co to Item 12 – Brokerage Practices. This addition clarifies that Schwab may charge commissions on trades that ultimately benefit PWP in ways that clients do not receive direct or indirect benefit from.  Item 17 – Voting Client Securities is updated to include that PWP, through its third-party vendor, process shareholder security class action claims on behalf of clients.  Certain routine updates and changes. 3  Item 3 Table of Contents Page Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Item 16 Item 17 Item 18 Cover Page Material Changes Table of Contents Advisory Business Fees and Compensation Performance-Based Fees and Side-By-Side Management Types of Clients Methods of Analysis, Investment Strategies and Risk of Loss Disciplinary Information Other Financial Industry Activities and Affiliations Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Brokerage Practices Review of Accounts Client Referrals and Other Compensation Custody Investment Discretion Voting Client Securities Financial Information 1 3 4 5 6 8 9 9 13 13 14 16 19 20 20 21 21 22 4  Item 4 Advisory Business Private Wealth Partners, LLC (“Private Wealth Partners”) is an SEC-registered investment adviser with its principal place of business located in California. Private Wealth Partners began conducting business in 2005. William F. Dagley is the principal owner of Private Wealth Partners. Private Wealth Partners is referred to herein as “the Adviser”, “our firm”, “we” or “us”. The Adviser provides the following advisory services to our clients: INVESTMENT SUPERVISORY SERVICES AND FINANCIAL PLANNING SERVICES INVESTMENT SUPERVISORY SERVICES ("ISS") Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which each client’s particular goals and objectives are established, we develop a Client's Investment Guidelines (“CIG”) and then create and manage a portfolio based on that CIG. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client's prior investment history, external investments, and family composition and background. We manage advisory accounts on a discretionary basis. In exercising full discretionary authority, we select, without first obtaining client’s permission, the securities to be bought or sold, the amount of securities to be transacted, and whether such securities will be individually or block traded. Account supervision is guided by the client's CIG (e.g., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients can impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Clients can also place limitations on selling certain securities in their portfolios or deem certain securities as non- discretionary or client directed. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities (including exchange traded funds) • Securities traded over-the-counter • Corporate debt securities • Municipal securities • Mutual fund shares • United States governmental securities • Structured notes • Private credit securities • Options contracts on securities • Foreign issuers In special situations, when appropriate given a client’s risk tolerance, time horizon, and total portfolio value, we will advise on the following investments: • Warrants 5  • Options contracts on commodities • Private equity and hedge funds Interests in partnerships investing in real estate • Interests in partnerships investing in oil and gas interests • • Other types of investments involve certain additional degrees of risk, they will only be Since some implemented/recommended when consistent with the client's CIG, tolerance for risk, liquidity and suitability. The Adviser also offers investment management services to certain clients who hold a significant amount of publicly traded stock to assist them in earning premium income from writing covered call options. To mitigate the risks associated with the covered call writing strategy, the publicly traded stock held by such a client cannot be: a) Restricted from trading on a recognized stock exchange; or b) Pledged or loaned out. FINANCIAL PLANNING SERVICES Our firm provides financial planning services to a client based upon such client’s request regarding a specific issue or area of financial planning. Financial planning is, traditionally, a comprehensive evaluation of an individual’s current and future financial state by using current know variables to predict future income and expenses, asset values, and taxes. These services can include a financial review and analysis of wealth planning areas such as, but not limited to, asset allocation review, retirement planning, education funding, estate planning, charitable giving and gifting, individual tax planning, cash flow and expense management, and business succession planning. Based upon the financial and personal data provided by a client, the Adviser will analyze and prepare a written recommendation or seek to help meet a client’s stated objectives. The Adviser refers clients to accountants, attorneys, or other specialists, as necessary, for non-advisory related services such as estate planning or tax work. RETIREMENT PLAN ROLLOVERS When appropriate, we will recommend that a client or prospective client rollover assets in a current retirement plan account (such as, a 401k, a 403b or an IRA) to another retirement plan account that we will manage. In such situations, a conflict of interest exists as we have a financial incentive to recommend the rollover into an account under our management. Nevertheless, we follow a process designed to ensure that such a retirement plan rollover is in the client or prospective client’s best interest including comparing the current retirement plan account (when available) to the retirement plan account being recommended. This comparison includes a review of fees and investment options, amongst other factors. AMOUNT OF MANAGED ASSETS As of December 31, 2024, we were actively managing $1,981,990,409 of clients’ assets on a discretionary basis and $1,006,589 on a non-discretionary basis. Total assets under management were $1,982,996,998. Item 5 Fees and Compensation PORTFOLIO MANAGEMENT SERVICES FEES Our annual fees for portfolio management services are based upon a percentage of assets under management and generally range from 1.00% to 0.75%. Our fees are negotiable and vary between clients. The terms and conditions 6  of each fee arrangement are also negotiable, and each client agreement may provide for different terms and conditions. There are no set fee schedules. Negotiated fees for some clients may be based on a tiered (break-point) schedule, where the fee as a percentage of assets varies based on asset level changes. With break-points, generally as the assets in a client account increase, fees as a percentage of assets decrease, and as assets in a client account decrease, fees as a percentage of assets increase. Fees and their terms and conditions will be set-out in, and calculated in accordance with, the terms of the investment advisory agreement for each client. The Adviser may, in its sole discretion, agree to waive or reduce the management fees for each client. Differences in asset-based management fees may create certain conflicts of interest. The Adviser may have an incentive to allocate investment opportunities to clients that pay a higher fee, employ more leverage, or have higher break-point levels. The Adviser seeks to mitigate these conflicts pursuant to its allocation policies and procedures (See Item 11, below). Payment of Fees: Clients are billed quarterly in arrears based on the market value of assets in the portfolio at the close of market on the last day of the calendar quarter. Clients can select to have the fees debited directly from their account or billed separately. Minimum Size: Prospective clients must have a minimum of $1,000,000 of assets under management to be eligible for portfolio management services. This minimum level of assets under management may be negotiable under certain circumstances and the Adviser may waive the minimum at its discretion. The Adviser may, at its discretion, group certain related client accounts for the purposes of achieving the assets under management minimum and determining the annualized fee. Negotiability of Advisory Fees: We retain the discretion to negotiate alternative fees on a client-by-client basis and there can be no guarantee that the fee information above will apply to every client. Client facts, circumstances and needs will be considered in determining fees. These include the complexity of the client, assets to be placed under management, anticipated future additional assets, related accounts, portfolio style, account composition, and reports to be provided, among other factors. The precise amount of, and the manner and calculation of advisory fees will be identified in the contract between the Adviser and each client. Discounts not generally available to our advisory clients may be offered to family members and friends of associated persons of our firm. As noted above, the Adviser offers investment management services to certain clients who hold a significant amount of publicly traded stock to assist them in earning premium income from writing covered call options. For these services, the Adviser may be paid a fee based on a percentage of the gross premiums (premiums before brokerage commissions) earned for the client. The fee percentage is negotiable. FINANCIAL PLANNING FEES Our fees for financial planning services are established in a financial planning services contract that is negotiated with the client. Depending upon the scope and complexity of the financial planning engagement, our fees can be based on an hourly billing rate, which typically ranges from $300 to $500 per hour, or a flat fee, which typically ranges from $3,000 to $5,000. Our fees are billed quarterly in arrears for hourly rate engagements or upon conclusion of a planning assignment for flat-fee engagements. The Adviser may, at its discretion, waive the financial planning services fee for clients currently paying portfolio management service fees. In those cases, clients only pay the fees related to assets under management. A financial planning services contract may not be required in such situations. ADDITIONAL GENERAL INFORMATION Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of 30 days written notice. As disclosed above, fees are paid in arrears for services provided. Upon termination of any account, any accrued and unearned fees will be promptly billed. In calculating a client’s 7  fees on termination, we will prorate the fees outstanding according to the number of days remaining from the end of the last billing period to the date of termination. Termination of Financial Planning Relationship: A financial planning services contract may be canceled at any time, by either party, and for any reason upon receipt of five business days' advance written notice. As stated above, our fees are billed quarterly in arrears for hourly rate engagements. Upon termination of a financial planning arrangement, any hourly time that has been accrued and unbilled will be promptly billed on the date of termination. Grandfathering of Minimum Account Requirements: Pre-existing advisory clients are subject to the Adviser's minimum account requirements and advisory fees in effect at the time the client entered into the advisory relationship. Therefore, our firm's minimum account requirements will differ among clients. Mutual & Exchange Traded Fund Fees: All fees paid to the Adviser for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and in some cases a distribution and/or servicing fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm, which are designed to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives, among other purposes. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians of their assets and by broker-dealers, including, but not limited to, any transaction charges imposed by a broker-dealer through which an independent investment manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) below for additional information. ERISA Accounts: The Adviser may manage accounts of employee benefit plans, such as corporate pension, profit sharing and money purchase pension plans, that are subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA” and “ERISA Plans”) and plans, such as individual retirement accounts (“IRAs”) and Keogh plans, that are subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (collectively, “Plans”). When the Adviser manages assets of Plans, it will be subject to the prohibited transaction provisions of Section 406 of ERISA and/or Section 4975 of the Code. Such provisions might, among other things, affect the manner in which the Adviser may be compensated by such accounts. Further, with respect to ERISA Plans, the Adviser also will be subject to ERISA fiduciary responsibility, reporting and disclosure, and bonding rules. To the extent the Adviser is managing any such Plan accounts, it intends to comply with all applicable provisions of ERISA and the Code. In addition, certain issuers of securities and other investment products may limit the ability of Plans to invest in them, which may affect the composition of Plan accounts’ portfolios and result in a variance between the investments of Plan accounts and the investments of non- Plan accounts that otherwise have similar mandates. Advisory and Financial Planning Fees in General: Clients should note that similar advisory and financial planning services may (or may not) be available from other registered (or unregistered) investment advisers for similar, higher or lower fees. Item 6 Performance-Based Fees and Side-By-Side Management As noted above, the Adviser offers investment management services to clients who hold a significant amount of publicly traded stock to assist them in earning premium income from writing covered call options. For these services, the Adviser may be paid a fee based on a percentage of the gross premiums (premiums before brokerage commissions) earned for the client. This performance-based fee could present conflicts of interest in that the Adviser 8  could have an incentive to favor these client accounts. However, since such client is long the underlying security and writing covered calls are typically directed by the client, the Adviser believes that this potential conflict of interest is sufficiently-mitigated and limited in practical effect. Item 7 Types of Clients The Adviser provides advisory services to the following types of clients: • High net worth individuals Individuals • • Pension and profit-sharing plans (other than plan participants) • Trusts, estates and charitable organizations • Corporations, bank trust departments or other businesses not listed above Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS In analyzing individual equity securities (“stocks”), exchange-traded funds (“ETFs”), mutual-funds, private equity funds/hedge funds/limited partnerships, and fixed income assets (such as individual bonds and structured notes), our firm uses various sources of information, including data provided by research providers, trade publications, and other online and subscription resources. We cannot guarantee that any such strategy or analysis will prove profitable or successful. In formulating our investment advice and/or managing client assets, we look at both fundamental and quantitative valuation factors (including the overall economy, industry conditions, and the financial condition and management of the company itself). Risks for all forms of analysis. Our methods of security analysis rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES PWP primarily allocates client investment assets amongst stocks, ETFs, mutual funds, and various fixed income assets (such as individual bonds, structured notes, private credit securities, etc.), on a discretionary basis in accordance with the client’s personal investment objectives as stated on that client’s CIG. On rare and special occasions, based upon a client’s specific needs, objectives and risk tolerance, it may be appropriate to allocate funds to options, private equity funds, hedge funds, and/or limited partnership interests. Unless instructed otherwise by a client, we use diversification across asset classes, sectors, market capitalizations, accounts, etc. to optimize the risk and potential return of a portfolio. We use the following strategies in managing client accounts, to the extent that such strategies are appropriate for the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-Term Purchases. We purchase securities with the intention of holding them in the client's account for a year or longer. Typically, we employ this strategy when: 9  • we believe the securities are currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class, and/or • we want to manage taxable accounts in a tax efficient manner. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-Term Purchases. When utilizing this strategy, we purchase securities with the intention of selling them within a relatively short time (typically one year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities purchased. Short-term transactions occur more frequently during periods of excess market volatility. Trading. We purchase securities with the intention of selling them very quickly (typically within 30 days or less). We do this in an attempt to take advantage of our predictions of brief price swings. Market volatility creates shorter- term opportunities. Options. In special situations and generally with prior client discussion and approval, we may use options as an investment strategy. An option is a derivative contract where, for a premium payment or fee, the buyer is given the right, but not the obligation, to buy (a call option) or sell (a put option) an underlying asset (such as a share of stock) at a specific price during a period of time or on a certain date or dates. An option, just like a stock or bond, is a security. An option is also a derivative because it derives its value from an underlying asset. We will use options to speculate on the possibility of a sharp price swing. We will also use options to "hedge" a purchase of the underlying security; in other words, we will use an option to limit the potential upside and downside of a security we have purchased for a client’s portfolio. Again, this is done primarily in special situations with prior client discussion and approval. Cash Positions. The Adviser treats cash, unless otherwise agreed to, as an asset class. As such, all cash positions (including money market funds) shall be included as part of assets under management for purposes of calculating advisory fees. At any specific point in time, depending on perceived or anticipated market conditions, the Adviser may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon the current yields, at any point in time, advisory fees could exceed the interest earned on cash. Cash Sweeps. Certain custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on sweep accounts will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, the Adviser will (usually within 30 business days thereafter) generally purchase a higher yielding money market fund (or other type of security) available on the custodian’s platform, unless the Adviser reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account or if the client has indicated it will be withdrawing the funds. MATERIAL RISKS OF INVESTMENT STRATEGIES AND METHODS OF ANALYSIS General Risk of Investing. Although the Adviser works diligently to preserve clients’ capital and achieve preservation and growth of client wealth, investing in securities by its nature involves risk of loss that clients should be prepared to bear. The possibility of a total or partial loss of client capital exists, and prospective clients and 10  investors should not invest unless they can readily bear the consequences of such loss. No Assurance of Returns; Past Performance Results. There can be no assurance that a client portfolio will perform well or achieve its investment objectives. Past performance is not indicative of future results. Similarly, the historical performance of the Adviser, any underlying manager, a security, a fund, or a strategy is not a guarantee or a prediction of the future performance. Due Diligence Errors. Prior to making an investment, the Adviser conducts due diligence to determine that the investment fits within the client’s risk tolerance, objectives, and time horizons, among other things. It is possible that the Adviser may miss or misinterpret information during its due diligence. The Adviser has established procedures to mitigate this risk, but there is no assurance they will be successful in any particular situation. Stocks. The Advisor may invest in individual stocks. In general, stock values fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the value of the stocks and other securities and instruments may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. The volatility of stocks means that the value of an investment may increase or decrease. Fixed Income Securities. Fixed income securities generally pay a coupon on a fixed schedule with the principal investment being returned to the investor at a predetermined date. Fixed income securities are subject to the risk of the issuer’s or guarantor’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer, the rate of inflation, and general market liquidity (i.e., market risk). In addition, mortgage-backed securities and asset-backed securities may also be subject to call risk and extension risk. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten if homeowners prepay their mortgages early (i.e., call risk) or lengthen if homeowners pay their mortgages after the expected maturity date (i.e., extension risk). Call risk is higher in a falling interest rate environment and extension risk is higher in a rising interest rate environment. When the duration of a security is shortened due to falling interest rates, the security may have to be replaced with lower-yielding securities, which could result in a lower return. When the duration of a security is lengthened due to rising interest rates, the value of the fixed-income security may depreciate as a result of the higher market interest rates. Exchange-Traded Funds: An ETF is a type of investment company containing a basket of stocks or bonds that usually tracks a specific index or sector. Unlike traditional mutual funds, which can only be redeemed or purchased at the end of a trading day, ETFs trade throughout the day, on an exchange, just like stocks. The price of the basket of securities held by an ETF and the overall market can affect ETF prices. Similarly, factors affecting a particular industry can affect ETF prices that track specific sectors. An investment in an ETF could lose money over short and long time periods. Clients should expect fluctuation in the price and returns of an ETF similar to that of the overall stock market. Alternative Investments: Hedge funds, commodity pools, Real Estate Investment Trusts (“REIT”), Business Development Companies (“BDC”), private debt funds, private equity funds, structured notes, and other alternative investments involve a high degree of risk. Some of the specific alternative product risks include but are not limited to: • Complex Payout Structure Risk. The payout structures for each alternative product vary and are often complex. Alternative investments may have complicated limits or formulas for the calculation of investor returns. Investors should refer to the prospectus, private placement memorandum or other offering documentation for specific details on the respective alternative investment product payout structure. • Expiration Risk/Consideration. Some structured products have an expiration date after which the issue may become illiquid; the amount payable on the structured products is not linked to the level of the underlying investments at any time other than the date of maturity. If the investment is sold prior to the stated maturity date, the market price may be higher or lower than the price paid. 11  • Issuer Credit Risk. Some products may be unsecured debt of the investment bank who issues the product; the credit quality of a structured product may or may not be reliant on the credit quality of the issuer; if the issuer defaults, you may lose your entire investment. • Legal and Tax Consideration Risks. There are legal risks involved with holding complex alternative investment products and regulatory and tax considerations may change during the term of the investment. Alternative products/funds may have exposure to foreign exchange risk, or a substantial portion of trades executed on foreign exchanges. • Liquidity Risks. It may be the case that no secondary market exists or is expected to exist for a respective alternative investment product. Due to the highly customized nature of alternative products, they rarely trade after issuance; and if investors are looking to sell a structured product before maturity, it may sell at a significant discount. Some alternative products providers may only offer liquidity on a set schedule and/or only offer liquidity on a specific portion of the investment, at their sole discretion. • Lock-Up Risk. The security may be subject to a lock-up period: a period of time when investors are not permitted to redeem or sell their shares. Once a lock up period ends, investors may redeem their shares according to a set schedule. • Registration Risk. Alternative products have not been registered under the securities act or applicable state securities laws and being offered and sold in reliance on exemptions from the registration requirements of these laws. If the exemptions relied upon for the issuance of any alternative product are not available or become unavailable in the future the shares may lose some or all of their value. You might not have any shareholder rights or right to receive any underlying security. • Secondary Market Risks. Issuers of alternative products are not under a legal obligation to make a market in these products and there is no assurance that any other party will be willing to purchase them in the secondary market. They may not be listed on any securities exchange. There may not be a public market for the securities described herein, and/or it may be the case that no public market is expected to develop. • Speculation Risks. Alternative products are often highly speculative and an investment involves a high degree of risk. Immediate and substantial dilution from the offering price may occur. Alternative product funds may use leverage and other speculative investment practices that may increase the risk of investment loss. Alternative product funds may have performance that is volatile. Alternative product funds may own investments that are illiquid. • Tax Treatment. Alternative investments may involve complex tax strategies and there may be delays in distributing tax information to investors. An investor may be subject to phantom income tax where earnings are taxed but not received or an adverse change in tax treatment in the future. • Valuation Risk. Alternative investments may be difficult to value or be given a valuation infrequently. Alternative investments are often valued by the alternative manager themselves and could be worth more or less than any particular valuation. The custodian for these assets may have their own policies with regards to valuation which may be the same or different from the alternative manager. The Adviser will use the valuation as provided by the custodian for fee billing and AUM calculation purposes. Market Risk Status of Markets. The financial and securities markets are volatile and may be affected by political, regulatory, social, economic and other global market developments and disruptions, including those arising out of geopolitical events, health emergencies (such as pandemics and epidemics), natural disasters, terrorism, and governmental or quasi-governmental actions. Such events can adversely impact the availability and operation of external credit markets, equity markets and other economic systems that the Adviser and investments depend upon to achieve objectives. Consequently, such events may also have a significant negative impact on private fund operations and profitability. There can be no assurance that external credit markets, equity markets and economic systems will be 12  available or will be available as anticipated or needed for investments to operate successfully. Economic Conditions. Any investment activity may be adversely affected by general international or domestic economic or market conditions. A downturn or contraction in the economy or capital markets, or in certain industry or geographical regions thereof, may prevent investors from meeting investment objectives by restricting the availability of suitable investment opportunities. In addition, such a downturn could result in the diminution or loss in value of a client’s investment. Unexpected volatility or illiquidity in the markets in which clients investments are held could impair their ability to carry out their business or cause them to incur losses. Strategy Risk Inadvertent Concentration. There is the potential for inadvertent concentration when client has other managers. Typically, the Adviser will be unaware of the current holdings and transactions in such outside accounts. Clients may wish to provide holding information for outside accounts to help avoid potential concentration in the same or related securities. The Adviser’s ability to avoid such concentration would depend on its ability to reallocate capital among existing or new investments. Hedging and Other Trading Strategies. The decision as to when and to what extent to hedge or follow other trading strategies depends on many factors. There can be no assurance that hedging or other trading strategies will be available or effective or that the performance of the hedge will correspond appropriately to that of the assets hedged. Tax Considerations. The Adviser endeavors to furnish tax information as soon as practicable following the end of each year. However, in order to furnish such tax information, we must first receive corresponding tax information from all investments. Clients may need to file extensions for any given year, particularly as a result of illiquid investments. The Adviser is not a tax accounting adviser, and, in some situations, clients may need to consult their own tax advisors. Please also refer to disclosures elsewhere in this Brochure. Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations On occasion, the Adviser refers clients to other professionals such as accountants and attorneys for tax advice, estate planning or other matters. The Adviser does not receive any fees for making such referrals. Neither the Adviser nor its principals or employees are principals or employees of any accounting or law firms to which the Adviser refers clients. Glenwood Partners II LP (“Glenwood”): Kenneth F Siebel is a general partner of Glenwood Partners II LP. Mr. Siebel has a beneficial interest in Glenwood. Mr. Siebel does not devote substantial amount of time to this partnership. The partnership is invested in private investments. Clients are not solicited to invest in Glenwood. 13  Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a code of ethics (“Code of Ethics”) that sets forth the high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. The Adviser and our personnel owe a duty of loyalty, fairness and good faith towards our clients and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code of Ethics. The Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports, which must be submitted by the firm’s access persons. Among other provisions, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. The Code of Ethics also provides for oversight, enforcement and recordkeeping. The Code of Ethics further includes the firm’s policy prohibiting the use of material non- public information. While we do not believe that we have any particular access to material non-public information, all employees are instructed that such information may not be used in a personal or professional capacity. A copy of the Code of Ethics is available to our advisory clients and prospective clients. Current and prospective clients may request a copy by email sent to clientservices@pwpart.com or by calling us at (415) 461-3850. The Adviser and individuals associated with our firm are prohibited from engaging in principal transactions. The Adviser and individuals associated with our firm are prohibited from engaging in agency cross transactions with client accounts. To the extent that the Adviser receives an allocation of limited investment opportunities (such as initial public offerings and private placements) of a type and quantity that are suitable for client portfolios, the Adviser will allocate to such clients in a way that is equitable over time (see Item 12 for additional information). The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Our firm and/or individuals associated with our firm may buy or sell for their personal accounts securities identical to or different from those recommended to our clients. In addition, any related person(s) may have an interest or position in certain securities, which may also be recommended to a client. It is the express policy of our firm that no person employed by us may purchase or sell any security directly prior to a transaction(s) being implemented for an advisory account, thereby preventing such employee(s) from benefiting from transactions placed on behalf of advisory accounts. We may aggregate our employee trades with client transactions where possible and when compliant with our duty to seek best execution for our clients. In these instances, participating clients will receive an average share price, and transaction costs will be shared equally and on a pro rata basis. In the instances where there is a partial fill of a particular aggregated order, we will allocate all purchases pro rata, with each account paying the average share price. Our employee accounts will be included in the pro rata allocation. As these situations represent actual or anticipated conflicts of interest to our clients, we have established the following policies and procedures for implementing our firm’s Code of Ethics, to ensure our firm complies with its regulatory obligations and provides our clients and potential clients with full and fair disclosure of such conflicts of interest: 1) No principal or employee of our firm may put his or her own interest above the interest of an advisory client. 14  2) No principal or employee of our firm may buy or sell securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. 3) It is the express policy of our firm that no person employed by us may purchase or sell any security directly prior to a transaction(s) being implemented for an advisory account. This prevents such employees from benefiting from transactions placed on behalf of advisory accounts. 4) Our firm requires prior approval for any IPO or private placement investments by related persons of the firm. 5) We maintain a list of all reportable securities holdings for our firm and anyone associated with this advisory practice that has access to advisory recommendations ("access person"). These holdings are reviewed on a regular basis by our firm's Chief Compliance Officer or his/her designee. 6) We have established procedures for the maintenance of all required books and records. 7) All of our principals and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 8) We require delivery and acknowledgement of the Code of Ethics by each supervised person of our firm. 9) We have established policies requiring the reporting of Code of Ethics violations to our senior management. 10) Any individual who violates any of the above restrictions may be subject to termination. Conflicts of interest. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. The Adviser reviews the performance of similarly managed accounts and regularly compares the performance of our client accounts to determine whether there are any significant unexplained discrepancies. In addition, the Adviser’s procedures relating to the allocation of investments require that similarly managed accounts participate in investment opportunities pro rata based on asset size and require that, to the extent orders are aggregated, the client orders are price-averaged. Finally, the Adviser’s procedures also require the objective allocation of limited opportunities (such as initial public offerings and private placements) to ensure fair and equitable allocation among accounts. The Adviser may depart from a pro rata allocation of these limited offerings under certain conditions such as: • The investment opportunity may not fit with certain client investment guidelines and risk tolerances, or • The investment opportunity may be unsuitable for certain client accounts, or Insufficient cash availability in a client account. • In the event that an investment opportunity is unsuitable for, or does not fit the guidelines or risk tolerances of certain clients, the Adviser may allocate such limited offerings to clients that have the appropriate risk tolerance. Such allocations are monitored by the Adviser’s Chief Compliance Officer. The Adviser has adopted review procedures to prevent short selling in a client account from interfering or conflicting with long positions in the same securities in a different client account. The Adviser does not typically short securities that are held as a long position in different client portfolios. To prevent such an occurrence, the Adviser reviews all the short positions held in a client portfolio on a regular basis and compares such short positions with any long positions held in other client portfolios. Any conflicts that arise as a result of the review process are resolved by the Compliance Officer in consultation with the portfolio managers. 15  Item 12 Brokerage Practices Factors considered in selecting or recommending broker dealers for client transactions: For discretionary clients, the Adviser requires these clients to provide us with written power of attorney that will allow the Adviser to determine which broker dealer to use and to negotiate the commission costs that will be charged to these clients for these transactions. The Adviser will endeavor to select those brokers or dealers that will provide the best services at reasonable commission rates. The reasonableness of commissions is based on the broker’s stability, reputation, ability to provide professional services, competitive commission rates and prices, research, trading platform, and other services that will help the Adviser in providing investment management services to clients. The Adviser may therefore recommend (or decide on) the use of a broker who provides useful research and securities transaction services even though a lower commission may be charged by a broker who offers no research services and minimal securities transaction assistance. Research services may be useful in servicing all our clients, and not all of such research may be useful for the account for which the particular transaction was affected. Research and Soft Dollars: Consistent with obtaining best execution for clients, the Adviser may direct brokerage transactions for clients’ portfolios to brokers who provide research and execution services to the Adviser and, indirectly, to the Adviser’s clients. These services are of the type described in Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and subsequent SEC guidance and are designed to augment our own internal research and investment strategy capabilities. This may be done without prior agreement or understanding by the client (and at our discretion). Research services obtained through the use of client commissions may be developed by brokers to whom brokerage is directed or by third-parties that are compensated by the broker. The Adviser does not attempt to put a specific dollar value on the services rendered or to allocate the relative costs or benefits of those services among clients, believing that the research we receive will help us to fulfill our overall duty to our clients. Broker-dealers we select may be paid commissions for effecting transactions for our clients that exceed the amounts other broker-dealers would have charged for effecting these transactions if the Adviser determines in good faith that such amounts are reasonable in relation to the value of the brokerage and/or research services provided by those broker-dealers, viewed either in terms of a particular transaction or our overall duty to our discretionary client accounts. Certain items obtainable with client commissions may not be used exclusively for either execution or research services. The cost of such "mixed-use" products or services will be fairly allocated, and the Adviser will make a good faith effort to determine the percentage of such products or services that may be considered as investment research. The portions of the costs attributable to non-research usage of such products or services are either paid by our firm to the broker-dealer or paid directly by our firm to the vendor in accordance with the provisions of Section 28(e) of the Exchange Act. When the Adviser uses client commissions to obtain research or brokerage services, we receive a benefit to the extent that the Adviser does not have to produce such products internally or compensate third-parties with our own money for the delivery of such services. Therefore, such use of client commissions results in a conflict of interest, because we have an incentive to direct client commissions to those brokers that provide research and services we utilize, even if these brokers do not offer the best price or commission rates for our clients. The Adviser may cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for research services (known as paying-up), resulting in higher transaction costs for clients. Research and brokerage services obtained by the use of commissions arising from a client’s portfolio transactions may be used by the Adviser in its other investment activities, including, for the benefit of other client accounts. The 16  Adviser may not use each particular research service to service each client. As a result, a client may pay brokerage commissions that are used, in part, to purchase research services that are not used to benefit that specific client. The Adviser does not seek to allocate the benefits of research services to client accounts proportionately to the soft dollar credits the accounts generate. Within our last fiscal year, we have obtained the following products and services, in part, with client commissions: • Strategas research Trade Aggregation: The Adviser will block trades where possible and when advantageous to clients. This blocking of trades permits the trading of aggregate blocks of securities composed of assets from multiple client accounts, so long as transaction costs are shared equally and on a pro-rated basis between all accounts included in any such block. Block trading may allow us to execute equity trades in a timelier, more equitable manner, at an average share price. The Adviser will typically aggregate trades among clients whose accounts can be traded at a given broker, and generally will rotate or vary the order of brokers through which it places trades for clients on any particular day. The Adviser’s block trading policy and procedures are as follows: 1) Transactions for any client account may not be aggregated for execution if the practice is prohibited by or inconsistent with the client's advisory agreement with the Adviser or with our firm's order allocation policy. This includes the situations considered in “Directed brokerage,” below. 2) The trading desk in concert with the portfolio manager must determine that the purchase or sale of the particular security involved is appropriate for the client and consistent with the client's investment objectives and with any investment guidelines or restrictions applicable to the client's account. 3) The portfolio manager must reasonably believe that the order aggregation will benefit and will enable the Adviser to seek best execution for, each client participating in the aggregated order. This requires a good faith judgment at the time the order is placed for the execution. It does not mean that the determination made in advance of the transaction must always prove to have been correct in the light of hindsight. 4) Prior to entry of an aggregated order, a written order ticket must be completed that identifies each client account participating in the order and the proposed allocation of the order, upon completion, to those clients. 5) If the order cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated pro rata among the participating client accounts in accordance with the initial order ticket or other written statement of allocation. However, adjustments to this pro rata allocation may be made to participating client accounts in accordance with the initial order ticket or other written statement of allocation. Furthermore, adjustments to this pro rata allocation may be made to avoid having odd amounts of shares held in any client account, or to avoid excessive ticket charges in smaller accounts. 6) Generally, each client that participates in the aggregated order must do so at the average price for all separate transactions made to fill the order and must share in the commissions on a pro rata basis in proportion to the client's participation. Under the client’s agreement with the custodian/broker, transaction costs may be based on the number of shares traded for each client. 7) If the order will be allocated in a manner other than that stated in the initial statement of allocation, a written explanation of the change must be provided to and approved by the Chief Compliance Officer no later than the morning following the execution of the aggregate trade. 8) The Adviser's client account records separately reflect, for each account in which the aggregated transaction occurred, the securities which are held by, and bought and sold for, that account. 17  9) Funds and securities for aggregated orders are clearly identified on the Adviser' records and to the broker- dealers or other intermediaries handling the transactions, by the appropriate account numbers for each participating client. 10) No client or account will be favored over another. Investment Allocation: Investment opportunities may be appropriate for more than one client. The Adviser has implemented policies and procedures to ensure that investment opportunities are allocated equitably over time. Initially, the relevant trader and portfolio manager will evaluate investment opportunities and jointly decide whether an investment opportunity is appropriate for a client. If the Adviser deems an investment opportunity suitable for more than one client, the opportunity will generally be purchased for both clients on the same day and trades will be executed pari passu, with both clients being allocated the same average purchase price. In accordance with its policies and procedures, the Adviser will consider a number of factors when allocating investment opportunities among clients, as described in Item 11, above, under “Conflicts of Interest.” For various reasons, the Adviser may determine to purchase an investment that is suitable for more than one client or for only one client. Similarly, where an investment is held by more than one client, the Adviser may determine to sell the investment on behalf of one client but not another. The Adviser has in place policies and procedures that require that the Chief Compliance Officer review these allocation decisions. Custodians & Brokerage: PWP does not maintain custody of client assets that we manage although we can be deemed to have custody of client assets if we are given authority to withdraw assets from a client’s account. Client assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. PWP typically recommends that our clients use Charles Schwab & Co (“Schwab”), a FINRA-registered broker-dealer, member SIPC, as the qualified custodian. PWP is independently owned and operated and is not affiliated with Schwab. • Custody & Brokerage Costs: For our clients’ accounts maintained at Schwab, a separate custodial fee is not normally charged but rather, Schwab covers these costs through commissions or other fees on trades that are executed or settled in a client’s account. In addition to commissions and other fees, Schwab charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that PWP executes with a different broker-dealer but where the securities bought or the proceeds from a sale are deposited (settled) into a client’s Schwab account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. As such, in order to minimize fees, we execute most trades at Schwab. • Products & Services Available to PWP: Schwab Advisor Services™ is Schwab’s business that serves independent investment advisory firms like PWP. This service provides access to institutional brokerage such as trading, custody, reporting and related services, many of which are not typically available to Schwab retail clients. Schwab also make available various support services. Some of those services help us manage or administer client accounts, while others help us manage and grow our business. • Services Benefiting Clients: Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit clients and their accounts. • Services That Can, or Will Not Directly Benefit Clients: Schwab also makes available to us other products and services that benefit us but can or will not directly benefit client accounts. These products and services assist us in managing and administering accounts. They include investment research, both Schwab’s own and that of third parties. We can use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab. In 18  addition to investment research, Schwab also makes available software and other technology that: provide access to client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; provide pricing and other market data; facilitate payment of our fees from our clients’ accounts; and assist with back-office functions, recordkeeping, and client reporting. Other offerings that do not directly benefit clients, if at all, are educational conferences and events; cybersecurity and compliance training; consulting on business practices; and other similar such benefits. Directed Brokerage: Under certain circumstances a client may direct the Adviser to use a specified broker-dealer to execute all or a portion of the client’s securities transactions. The Adviser treats the client direction as a decision by the client to retain, to the extent of the direction, the discretion the Adviser would otherwise have in selecting broker- dealers to effect transactions and in negotiating commissions for the client’s account. Although the Adviser attempts to effect transactions in a manner consistent with its policy of seeking best execution, there may be occasions where it is unable to do so, in which case the Adviser will continue to comply with the client’s instructions. When the directed broker-dealer is unable to execute a trade, the Adviser will select broker-dealers other than the directed broker-dealer to effect client transactions. Clients who direct the Adviser to use a particular broker-dealer should consider whether such directions may result in certain costs or disadvantages to the client. Such costs may include higher brokerage commissions (because the Adviser is not able to aggregate orders to reduce transaction costs), less favorable execution of transactions, and the potential of exclusion from the client’s portfolio of certain foreign ordinary shares and/or small capitalization or illiquid securities due to the inability of the particular broker-dealer in question to provide adequate price and execution of all types of securities transactions. By permitting a client to direct the Adviser to execute the client trades through a specified broker-dealer, the Adviser will make no attempt to negotiate commissions on behalf of the client, and as a result, in some transactions such clients may pay materially disparate commissions depending on their commission arrangements with the specified broker-dealer. The commissions charged to clients that direct the Adviser to execute the client‘s trades through a specified broker-dealer may in some transactions be materially different to those clients who do not direct the execution of their trades. Clients that direct the Adviser to execute their trades though a specified broker-dealer may also lose the ability to negotiate volume commission discounts on batched transactions that may otherwise be available to other clients of the Adviser. Conflicts of Interest. The Adviser has advisory relationships with current or former senior executive officers of custodial banks and brokers-dealers. The Adviser receives advisory fees from these relationships, and thus a conflict of interest exists relating to the Adviser making custodial recommendations to clients and executing securities transactions on behalf of clients. The Adviser has policies, procedures and practices designed to insulate the relevant decisions from this conflict of interest. Item 13 Review of Accounts Frequency and Nature of Reviews: Reviews of advisory client accounts are conducted on a regular basis throughout the year and include a review of asset allocation, equity sector weightings and diversification in comparison to investment guidelines in the client’s investment advisory contract. Reviews of client’s financial plans will occur on an agreed upon frequency that is set out in the client’s financial planning contract or as otherwise agreed to with the client and will vary depending on the financial goals and objectives set out for the client. Meetings to review client accounts and/or financial plans in person or over the phone will be at the client’s direction. Reviewers: Advisory client accounts are reviewed by at least one of the senior portfolio managers assigned to each account. Generally, each client account has a second portfolio manager familiar with and capable of performing on the account. Client’s financial plans are reviewed by the Chief Compliance Officer together with the portfolio manager who has the client relationship. Reports: Advisory clients will receive from their qualified custodian a monthly account statement. The Adviser provides a quarterly investment appraisal, investment outlook letter and other reports as requested by the client including, but not limited to, portfolio holdings, investment performance and tax information. Such reports may be 19  delivered electronically to the client in accordance with the client’s agreement with the Adviser. Financial planning reports are prepared by the Adviser and can be presented and delivered in a client meeting, or by mail or electronically. Item 14 Client Referrals and Other Compensation Charles Schwab & Co. We receive an economic benefit from Charles Schwab & Co in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Schwab. In addition, Schwab has also agreed to pay for certain products and services for which we would otherwise have to pay once the value of our clients’ assets in accounts at Schwab reaches a certain size. You do not pay more for assets maintained at Schwab as a result of these arrangements. However, we benefit from the arrangement because the cost of these services would otherwise be borne directly by us. (See Item 12-Brokerage Practices) Promoters Our firm may pay referral fees to independent persons or firms (each, a "Promoter" formerly referred to as a “Solicitor”) for introducing clients to us. Whenever we pay a referral fee to a Promoter, we require the Promoter to provide the prospective client with a copy of this document (our Firm Brochure) and a separate disclosure statement that includes the following information: the Promoter’s name and relationship with our firm; • the fact that the Promoter is being paid a referral fee; • the amount of the fee; and • • whether the fee paid to us by the client will be increased above our normal fees in order to compensate the Promoter. As a matter of firm practice, the advisory fees paid to us by clients referred by Promoters are not increased as a result of any referral. It is the Adviser's policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Item 15 Custody The Adviser generally does not provide custodial services to its clients. Client assets are held with banks or registered broker-dealers that are “qualified custodians.” As previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure, the Adviser directly debits advisory fees from client accounts for those clients that have given it that authority. As part of this 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. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other items. Clients should contact the Adviser directly if they believe that there may be an error in their statement. 20  In addition to the periodic statements that clients receive directly from their custodians, the Adviser also sends account statements directly to its clients on a quarterly basis. The Adviser urges its clients to carefully compare the information provided on these statements to ensure that all account transactions, holdings and values are correct and current. Item 16 Investment Discretion The Adviser provides investment advisory services on a discretionary basis to clients. Please see Item 4 for a description of any limitations clients may place on the Adviser’s discretionary authority. Prior to assuming full discretion in managing a client’s assets, the Adviser enters into an investment advisory agreement with the client that sets forth the scope of the Adviser’s discretion and includes a power of attorney. Our discretionary authority includes the ability to do the following without contacting the client: • Determine to buy or sell an investment; and/or • Determine the amount of the investment to buy or sell Clients may also change/amend such limitations by once again providing us with written instructions. Item 17 Voting Client Securities The Adviser votes proxies for all client accounts; however, clients always have the right to vote proxies themselves. Clients can exercise this right by instructing us in writing to not vote proxies on behalf of the securities held in their accounts. The Adviser votes proxies in the best interests of our clients and in accordance with our established policies and procedures. Adviser retains all proxy voting books and records for the requisite period of time, including a copy of each proxy statement received, a record of each vote cast, a copy of any document created by the Adviser that was material to making a decision how to vote proxies, and a copy of each written client request for information on how the adviser voted proxies. In the event that a conflict of interest arises with respect to voting on a particular action, the Adviser will notify the client of the conflict and retain an independent third party to cast a vote. Clients may obtain a copy of our complete proxy voting policies and procedures by contacting either Katrina Smith by telephone at (415) 464-2145, email Katrina Smith at ksmith@pwpart.com, Ashley Saia by telephone at (415) 464-2113, email Ashley Saia at asaia@pwpart.com or in writing. Clients may request, in writing, information on how proxies for his/her shares were voted. If any client requests a copy of our complete proxy policies and procedures or how the Adviser voted proxies for his/her account(s), the Adviser will promptly provide such information to the client. With respect to ERISA accounts, the Adviser will vote proxies unless the plan documents specifically reserve the plan sponsor’s right to vote proxies. To direct the Adviser to vote a proxy in a particular manner, clients should contact Katrina Smith or Ashley Saia in the manner described above. Clients can instruct the Adviser to vote proxies according to particular criteria (for example, to always vote with management, or to vote for or against a proposal to allow a so-called "poison pill" defense against a possible takeover). These requests must be made in writing. Clients can also instruct the Adviser on how to cast their vote in a particular proxy contest by contacting Katrina Smith or Ashley Saia. The Adviser has contracted with an outside expert in the field of monitoring, filing, administrating and payment processing of shareholder class action claims on behalf of our clients. We believe it in our clients’ best interest to have a professional service provider monitor each claim, collect the applicable documentation, interpret the terms of 21  each settlement, file the appropriate claim forms, interact with the administrators and distribute the awards. Note: Private Wealth Partners will not vote a client’s proxy or process securities class action claims after a client has terminated its advisory relationship with Private Wealth Partners. Item 18 Financial Information The Adviser has no additional financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. 22