QUANTINNO CAPITAL MANAGEMENT LP

Firm Brochure Part 2A of Form ADV Item 1 – Cover Page April 25, 2025 Quantinno Capital Management LP 66 Hudson Blvd E, 24th Floor New York, NY 10001 Tel: +1-212-313-9431 www.quantinnocapital.com This brochure provides information about the qualifications and business practices of Quantinno Capital Management LP (“Quantinno,” the “Firm” or the “Adviser”). If you have any questions about the contents of this brochure, please contact us at (212) 313-9431. This information 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 is also available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training.  Item 2. Material Changes This Brochure is Quantinno Capital Management LP’s Other-than-Annual-Amendment to the Form ADV Part 2A. Since Quantinno’s last amendment to the Form ADV submitted to the SEC in March 2025, the Firm transitioned the role of Chief Compliance Officer from Todd Saunders to Ross Bogatch. In the future, if the Brochure contains material changes from our last update, we will identify and discuss those changes in this section. 2  Item 3. Table of Contents Item 2. Material Changes ...................................................................................................................... 2 Item 4. Advisory Business ..................................................................................................................... 4 Item 5. Fees and Compensation ........................................................................................................... 5 Item 6. Performance-Based Fees and Side-by-Side Management ...................................................... 6 Item 7. Types of Clients ......................................................................................................................... 7 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ................................................. 7 Item 9. Disciplinary Information ........................................................................................................... 13 Item 10. Other Financial Industry Activities and Affiliations .................................................................. 13 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......... 14 Item 12. Brokerage Practices ................................................................................................................ 15 Item 13. Review of Accounts ................................................................................................................. 16 Item 14. Client Referrals and Other Compensation .............................................................................. 16 Item 15. Custody ................................................................................................................................... 16 Item 16. Investment Discretion .............................................................................................................. 17 Item 17. Voting Client Securities ........................................................................................................... 17 Item 18. Financial Information ............................................................................................................... 17 3  Item 4. Advisory Business Quantinno Capital Management LP (“Quantinno,” the “Firm” or the “Adviser”) is an investment adviser with its principal place of business in New York, New York. The general partner of the Adviser is Quantinno Capital LLC (the “General Partner”). Quantinno is principally owned by Hoon Kim who is accompanied by the following partners, Paul Giordano, Albert Kim, Todd Saunders, Glenn Shirley. Hoon Kim is the managing member of the General Partner of the Adviser. The Adviser commenced operations as an investment adviser on October 1, 2018. The Adviser provides investment advisory services on a discretionary basis to its clients. The Adviser serves as investment manager to multiple separately managed accounts and also manages private pooled investment vehicles intended for a limited number of sophisticated investors. Separately Managed Accounts Quantinno provides discretionary investment advice and management of single managed accounts (“SMAs” or “Managed Accounts”) for clients of other wealth managers or directly for individual investors. A common way for clients to use Quantinno’s SMA services is through a wealth manager who is a registered investment advisor (“RIA”) and who has engaged Quantinno as a sub-adviser for its clients (the “Primary Advisor”). Certain qualifying sophisticated investors may enter into an investment management agreement directly with Quantinno. Quantinno builds customized SMA portfolios using quantitative models that incorporate a client’s specifications such as a defined benchmark, diversification goals, tax optimization and any specific trading restrictions. Additionally, Quantinno provides services to an RIA’s clients that involve managing model portfolios whereby the RIA provides prescriptive portfolio target exposures to Quantinno in order to periodically rebalance portfolios to follow the RIA’s investment guidelines for the given model. All SMA clients have a written advisory agreement that sets the conditions of the relationship between Quantinno and its SMA clients. Quantinno primarily has two main types of agreements: the Sub-Advisory Investment Management Agreement and the individual Investment Management Agreement. Both kinds of agreements explain the advisory services that Quantinno will provide, Quantinno’s duties, and the conditions of the engagement, including items such as fees and termination provisions. Private Funds The Adviser provides advice to the Quantinno Fundamental Arbitrage Fund LP, a Delaware limited partnership (the “Fund”), whose general partner is Quantinno GP III LLC, based on specific investment objectives and strategies described in the Fund’s offering memorandum. The Adviser will not tailor advisory services to the individual needs of investors in the Fund and Fund investors may not impose restrictions on investing in certain securities and other financial instruments or certain types of securities and other financial instruments. The Fund may enter into agreements, or “side letters,” with certain prospective or existing Fund investors whereby such Fund investors, including such persons that may be affiliated with the Adviser or its related persons, may be subject to terms and conditions that are more advantageous than those set forth in the offering memorandum for the Fund. Our investment decisions and advice with respect to the Funds and the SMAs, are subject to each such Client’s investment objectives and guidelines, as set forth in the Funds’ respective “Offering Documents,” and the SMAs’ “Investment Management Agreements,” (collectively, the “Investment Material”). As of February 28, 2025, the Firm has regulatory assets under management of $14,646,566,350 all managed on a discretionary basis. Quantinno does not participate in any wrap fee programs. 4  Item 5. Fees and Compensation SMA’s factors, including the investment mandate, services performed, and The fee schedules for SMA clients for Quantinno’s services vary by client and are based on a number of different the overall account/relationship size. Quantinno may charge higher fees based on the complexity of the account’s customization, such as with long/short accounts that run with higher leverage. Fees are negotiable at the sole discretion of Quantinno and vary depending on account size, account parameters, and overall relationship. A minimum annual fee or minimum account size may be applied in certain cases. Additionally, Quantinno reserves the right to offer prospective clients’ fee schedules or terms that may be more or less advantageous to such prospective clients than the existing fee schedules offered to its current clients for similar services. Generally, SMAs’ will pay the Adviser the asset-based investment management fee each quarter in advance based on the closing account value on the first business day of the new quarter and deducted from the SMA client’s account as soon as practical. The investment management fee applicable to each SMA is set forth in the investment management agreements between Quantinno and the Managed Accounts. Private Funds The fee schedules for the Fund are described in detail in the clients’ Investment Material. All clients of the Fund are “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) or “knowledgeable employees” as defined in Rule 3c-5 under the Investment Company Act. The Fund will pay the Adviser an asset-based investment management fee each quarter in advance based on the value of each Investor’s capital account in the Fund on the first business day of each quarter and adjusted for contributions or subscriptions and withdrawals or redemptions made during each quarter (the "Management Fee"). The Adviser may elect to reduce, waive or calculate differently the Management Fee with respect to any Investors, including without limitation, members, principals, employees or affiliates of the Adviser or the General Partner, an affiliate of the Adviser, relatives of such persons, and for certain large or strategic investors. The Fund will be required to pay the Management Fee in advance. In the event of a withdrawal from the Fund other than the end of a quarter, any Management Fees will be pro-rated and the excess returned to the withdrawing Fund Investor. As a general matter, the Investment Manager will be entitled to receive annual performance-based compensation (the “Incentive Fee”) from the Funds, which is compensation that is based on a share of net profits, if any, expensed from each Fund Investor’s capital account). The Incentive Fee is subject to a loss carryforward provision. The General Partner may, in its sole discretion, elect to reduce, waive or calculate differently the Incentive Fee with respect to any Fund investor, including without limitation members, principals, employees or affiliates of the Adviser or the General Partner, relatives of such persons, and for certain large or strategic investors. The Management Fee and any Incentive Fee will be deducted from the Fund’s account by the Fund’s administrator pursuant to instructions from the Adviser. Fund investors will not have the ability to choose to be billed directly for fees incurred. 5  Expenses Separately Managed Accounts In addition to Quantinno’s investment management fees, the Managed Accounts shall bear investment expenses such as commissions, interest on margin accounts and other indebtedness and borrowing charges on securities sold short. Depending on specific custodial arrangements, Quantinno may be able to secure preferential financing charges for SMA clients. Commission charges and custodial fees are negotiated directly between the Primary Advisor and the Custodian for accounts sub-advised by Quantinno. For certain custodians, Quantinno may be able to negotiate commission charges for direct SMA clients. Funds The Adviser is responsible for and pays all overhead expenses of an ordinary and recurring nature such as rent, supplies, secretarial expenses, its compliance expenses, stationery, charges for furniture and fixtures, employee insurance, payroll taxes and compensation of employees. In addition to bearing the Management Fee and Incentive Allocation, if any, the clients will also be subject to other expenses related to their investments and operations, such as legal, accounting (including third- party accounting services), administration, audit and other professional fees and expenses, organizational expenses, research fees and expenses (including Bloomberg and similar subscriptions and data services); expenses incurred in respect of statistical and pricing services or software; portfolio valuation expenses (including data feeds and third-party valuation agents); investment expenses such as commissions, interest on margin accounts and other indebtedness; borrowing charges on securities sold short; insurance costs (including D&O and E&O insurance); compliance expenses of the clients including expenses related to various filings (or portions thereof) that the Adviser is required to make as a result of managing the clients’ portfolios, such as Section 13 and Section 16 Filings, Form PF and fees and expenses relative to registration, filing and/or reporting requirements in any jurisdiction in which Client interests are offered or sold, custodial fees, bank service fees and other expenses related to the purchase, sale, preservation or transmittal of Client assets. The allocation of expenses by the Adviser between it and the clients represents a conflict of interest for the Adviser. The Adviser will adopt an expense allocation policy that is designed to address this conflict. The Adviser will allocate expenses to each Client in accordance with the Client’s offering documents or the investment management agreement between the Client and the Adviser. The Adviser will seek to allocate any shared expenses for products and services benefitting multiple clients or both the Adviser and a Client, and any expenses not covered in the Client’s offering documents or investment management agreement, in a fair and reasonable manner. More detailed information regarding the fees and expenses paid by the clients may be found in the Offering Documents of the clients. Item 6. Performance-Based Fees and Side-by-Side Management Separately Managed Accounts Performance-based fees are not charged for SMAs. Funds Performance-based compensation may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. However, the Adviser does not anticipate any conflict of interest with respect 6  to managing assets for multiple clients given that the performance-based compensation arrangements are uniform across the clients. Item 7. Types of Clients Our clients are the Separately Managed Accounts and the Fund as described in Item 4 above. Investments in the Fund are generally open to, among others, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors, institutions, and endowments. The minimum initial investment in the Fund is $1 million. However, the General Partner may, in its sole discretion, accept lower initial investments. Minimum investment amounts for Managed Accounts are negotiable. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies Investment Objective and Strategy The Adviser seeks to achieve positive total returns by developing and running systematic investment processes and utilizing quantitative return forecasting models, systematic risk control and sophisticated tax- aware portfolio optimization methods to take active long and short equity positions. In addition, the Adviser may from time-to-time trade in futures and other derivative products in its sole discretion. The Adviser may also invest excess cash in short-term liquid instruments, including U.S. government securities, bank deposits, money market instruments and similar financial products. clients’ assets may also be held in cash for margining and collateral requirements. The Adviser may use leverage in connection with investments and such leverage may arise from borrowing, short selling physical securities and/or the use of derivative instruments (such as futures). In most cases, the Adviser will actively consider the tax consequences of trades in the management of clients’ portfolios. For example, a Client may seek to defer the realization of capital gains while also accelerating the realization of capital losses, particularly with respect to such Client’s short investments. Portfolio optimization components of a Client’s investment strategy will be considered holistically by the Adviser in a systematic process, whereby the advantages of the systematic investment selection strategy and tax loss harvesting, along with expected transaction costs, financing costs, and investment constraints are balanced against estimates of correlation and risk to evaluate and determine a Client’s investments. Accordingly, a Client may hold positions for a longer or shorter period of time than it otherwise would have if its investment strategy did not contain a portfolio optimization component. Further, there is no guarantee that clients will be successful in optimizing tax efficiency or that there will be sufficient capital losses for clients to realize. The specifics of the Adviser’s investment process and risk management are described in greater detail in the Investment Material. Material Risks Relating to Investment Strategies The following summary identifies the material risks related to the Adviser’s significant investment strategies and should be carefully evaluated before making an investment with the Adviser; however, the following does not intend to identify all possible risks of an investment with the Adviser or provide a full description of the identified risks. Prospective Investors should consult their own legal, tax and financial advisers about the risks of an investment in the clients. An investment in the clients may be deemed to be highly speculative and is not intended as a complete investment program. It is designed only for sophisticated persons who are able to bear the economic risk of the loss of their entire investment and who have a limited need for liquidity in such investment. Investors should refer to the clients’ Investment Material for a complete understanding of the Adviser’s investment strategies and methods of analysis. The information contained 7  herein is a summary only and is qualified in its entirety by such documents. Market Neutral Risk The types of trading risks incurred by market-neutral strategies generally relate to either spreads or price differentials between related securities and/or their derivatives, or the volatility of security prices or spreads or the level of market liquidity. At times of heightened systemic market risk these market neutral risks tend to increase which may lead to underperformance of a market neutral portfolio. In addition, other risks common to such a portfolio may include credit spread risk and credit default risk. The market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. Algorithmic Trading; Systems Risk The success of the clients is dependent upon the expertise of the Adviser combined with the efficacy and availability of the software and automated trading systems utilized by the Adviser in managing clients’ assets. The Adviser’s investment strategy involves active trading in part through the use of automated trading systems. Such active trading presents the risk of large, immediate losses. Automated trading systems, no matter how convenient or efficient, do not reduce risks associated with active trading. There can be no guarantee that the software and automated trading systems will achieve their intended objectives. As with all facilities and systems, the Adviser's trading systems, hardware, and software (as well as those of its and the clients’ service providers) are vulnerable to temporary disruption, failure, inaccuracies, and/or security breaches, including, but not limited to: communication failures or inaccuracies; security quotation and data errors (whether as a result of software errors, automatic price or data misfeeds, or a dealer's mistype or mistake); system or software crashes; distortions; viruses; stolen passwords and/or unauthorized trades; signal power disruptions; and failures of Internet reception or routing. In addition, certain of the clients’ and the Adviser’s operations interface with or depend on systems operated by third parties and clients or the Adviser may not be in a position to verify the risks or reliability of such third- party systems. System delay or failures can have negative results on investment selection and execution. The result of any system related failure may include but not be limited to: trades being executed without the Adviser's authorization; trades not being executed according to the Adviser's instructions or criteria; or trades not being executed at all. Any such failure could have a significant negative impact on clients. For example, such failures could cause settlement of trades to fail, lead to inaccurate accounting, reporting or processing of trades and/or cause inaccurate reporting, which may affect clients’ ability to monitor the risks associated with its investment portfolio. clients’ ability to recover certain losses or foregone profits due to such disruptions and failures may be subject to limits on liability imposed by system providers, the market, financial institutions, and/or the clearing house. In the absence of recovery, clients will bear the risks and losses of any system delays or failures, including, but not limited to, the system delays or failures described herein. Model Risk The Adviser’s investment strategy is based substantially upon a number of quantitative approaches, systematic analysis, algorithms or other models. As with any model-driven or other quantitative strategy, the Adviser’s investment strategy and its resulting performance are subject generally to model risk (i.e., the consequences of any inaccuracy, flaw or limitation of the quantitative model). Models are generally based upon historical data, which is not indicative of the future performance of any investments in a portfolio. The Adviser is continually engaged in the evaluation and refinement of investment models reflected in its strategies. It may also modify existing models, discontinue use of certain models or add other models or other investment methodologies in the future. Models to be employed by the Adviser are intended to identify and capture favorable investment opportunities or to limit certain types of risks, or possibly both. However, there is no assurance that the use of any such models will necessarily fulfill their intended objectives or assure investment success in future markets and environments. 8  Non-U.S. Securities The Adviser may cause clients to invest outside of the United States. Investing in securities of non-U.S. governments and companies which are generally denominated in non-U.S. currencies and utilization of options and swaps on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the United States government or United States companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Nature of Investments The Adviser has broad discretion in making investments for its clients. Investments will generally consist of securities, financial instruments and other assets and liabilities that may be affected by business, financial market or legal uncertainties. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Adviser’s activities and the value of its investments. No guarantee or representation is made that the Adviser’s investment objective will be achieved. Equity-Related Instruments in General The Adviser may cause clients to use equity-related instruments in its investment program. Certain options and other equity-related instruments may be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. In addition, equity-related instruments can involve significant economic leverage and may, in some cases, involve significant risks of loss. Frequent Trading The nature of the Fund’s investment program may require the clients to engage in relatively frequent trading. As a result, the commissions payable by the clients may be substantially in excess of those normally paid by funds of comparable size as the clients. Small-to-Medium Capitalization Companies The Adviser may invest a portion of clients’ assets in the securities of companies with small-to-medium- sized capitalizations. These securities, particularly those of smaller-capitalization companies, involve higher risks in some respects than do investments in securities of larger companies. For example, prices such securities are often more volatile than prices of large-capitalization companies. In addition, due to thin trading in such securities, an investment in these securities may be more illiquid than those of larger capitalization companies. Options The purchase or sale of an option involves the payment or receipt of a premium by the investor and the corresponding right or obligation, as the case may be, either to purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Purchasing 9  options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received (which could result in a potentially unlimited loss). Over-the-counter options also involve counterparty solvency risk. U.S. Government Securities Clients may invest in U.S. Government securities. Generally, these securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. Government agencies, instrumentalities or sponsored enterprises. U.S. Government securities also include Treasury receipts and other stripped U.S. Government securities, where the interest and principal components of stripped U.S. Government securities are traded independently. These securities are subject to market and interest rate risk. Clients may also invest in zero coupon U.S. Treasury securities and in zero coupon securities issued by financial institutions, which represent a proportionate interest in underlying U.S. Treasury securities. A zero-coupon security pays no interest to its holder during its life, and its value consists of the difference between its face value at maturity and its cost. The market prices of zero-coupon securities generally are more volatile than the market prices of securities that pay interest periodically. Derivatives Swaps, and certain options and other custom derivative or synthetic instruments are subject to the risk of nonperformance by the counterparty to such instrument, including risks relating to the financial soundness and creditworthiness of the counterparty. In addition, investments in derivative instruments require a high degree of leverage, meaning the overall contract value (and, accordingly, the potential for profits or losses in that value) is much greater than the modest deposit used to buy the position in the derivative contract. Derivative securities can also be highly volatile. The prices of derivative instruments and the investments underlying the derivative instruments may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions, none of which can be controlled by the clients or the Adviser. Further, transactions in derivative instruments may not be undertaken on recognized exchanges and will expose the clients’ accounts to greater risks than regulated exchange transactions that provide greater liquidity and more accurate valuation of securities. Tax Risks There can be no guarantee that certain tax positions taken by clients will not be challenged by the Internal Revenue Service or determined to be incorrect by a court. The Adviser will largely seek for clients to avoid straddles and wash sales, but there can be no guarantee that they will be able to do so. If the straddle or wash sales rules apply, the after-tax returns of clients would be adversely affected due to the deferral of certain losses. Use of Leverage; Availability of Credit Clients may utilize leverage. Leverage increases a client’s returns if the client earns a greater return on investments purchased with borrowed funds than the clients’ cost of borrowing such funds. However, the use of leverage exposes the clients to additional levels of risk, including (i) greater losses from investments than would otherwise have been the case had the clients not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions, (iii) losses on investments where the investment fails to earn a return that equals or exceeds the clients’ cost of borrowing such funds and (iv) fluctuations in interest rates on the clients’ borrowings, which may have a negative effect on the clients’ profitability. In the event of a sudden, precipitous drop in value of a clients’ assets, the Client might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. In an unsettled credit environment, the Adviser may find it difficult or impossible to obtain leverage for 10  clients. In such event, the clients could find it difficult to implement components of its strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in the Adviser being forced to unwind clients’ positions quickly and at prices below what the Adviser deems to be fair value for such positions. As a general matter, the banks and dealers that provide financing to clients can apply essentially discretionary margin, haircut financing as well as security and collateral valuation policies. Changes by banks and dealers in such policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or government, regulatory or judicial action, may result in large margin calls, loss of financing, forced liquidations of positions at disadvantageous prices, termination of swap and repurchase agreements and cross-defaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants. The imposition of any such limitations or restrictions could compel clients to liquidate all or part of its portfolio at disadvantageous prices, perhaps leading to a complete loss of the clients’ equity. Short Selling Risk The Adviser may engage in short selling on behalf of clients. Short selling transactions expose the clients to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and without effective limit. There is the risk that the securities borrowed by the clients in connection with a short sale would need to be returned to the securities lender on short notice. If such request for return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein the clients might be compelled, at the most disadvantageous time, to replace the borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. Market Risks The profitability of clients’ investment programs depends upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Adviser will be able to predict accurately these price movements. Futures Trading in futures contracts are highly specialized activities that may entail greater than ordinary investment risks. Futures markets (including financial futures) are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates. In addition, because of the low margin of deposit normally required in futures trading, a high degree of leverage is typical of a futures trading account. Consequently, a relatively small price movement in a futures contract may result in substantial losses to the trader. Futures trading may also be illiquid. Certain commodity exchanges do not permit trading in a particular type of future beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits – which conditions have in the past sometimes lasted for several days in certain contracts – clients could be prevented from promptly liquidating unfavorable positions and thus be subject to substantial losses. Effects of Health Crises and Other Force Majeure Events Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on clients' investments and the Adviser’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for client portfolio companies. In 11  addition, under such circumstances the operations, including functions such as trading and valuation of the Adviser and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. Counterparty and Settlement Risk To the extent that clients invest in derivatives, "synthetic" instruments, other over-the-counter transactions or non-U.S. securities, the clients may take a credit risk with regard to parties with which it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange- traded transactions that generally are supported by guarantees of clearing organizations, daily mark-to- market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Any such default by a trading counterparty could result in losses to the clients due to the delay of settlement of a transaction, loss of market gains or, in certain circumstances, loss of a portion or the full amount of the notional value of the transaction. Brokerage and Custodial Risk There are risks involved in dealing with the custodians or prime brokers who settle clients’ trades. Under certain circumstances, including certain transactions where Client assets are held at a non-U.S. prime broker, the securities and other assets deposited with the custodian or broker may not be clearly identified as being assets of the clients, and hence the clients could be exposed to a credit risk with regard to such parties. In addition, there may be practical or time problems associated with enforcing the clients’ rights to their assets in the case of an insolvency of any such party. Although the Adviser will select custodians and prime brokers for the clients that it believes are appropriate and will monitor them, there is no guarantee that the custodians and prime brokers that the Client may use from time to time will not become bankrupt or insolvent. While both the U.S. Bankruptcy Code and the Securities Investor Protection Act of 1970 seek to protect customer property in the event of a bankruptcy, insolvency, failure, or liquidation of a broker- dealer, there is no certainty that, in the event of a failure of a broker-dealer that has custody of clients’ assets, the clients would not incur losses due to their assets being unavailable for a period of time, the ultimate receipt of less than full recovery of its assets, or both. Clients and/or the custodians and prime brokers may appoint sub-custodians in certain non-U.S. jurisdictions to hold the assets of the clients. The custodians and prime brokers may not be responsible for cash or assets which are held by sub-custodians in certain non-U.S. jurisdictions, nor for any losses suffered by the clients as a result of the bankruptcy or insolvency of any such sub-custodian. The clients may therefore have a potential exposure on the default of any sub-custodian and, as a result, many of the protections that would normally be provided to a fund by a custodian may not be available to the clients. Custody services in certain non-U.S. jurisdictions remain undeveloped and, accordingly, there is a transaction and custody risk of dealing in certain non-U.S. jurisdictions. Given the undeveloped state of regulations on custodial activities and bankruptcy, insolvency, or mismanagement in certain non-U.S. jurisdictions, the ability of clients to recover assets held by a sub-custodian in the event of the sub- custodian's bankruptcy or insolvency could be in doubt, as the clients may be subject to significantly less favorable laws than many of the protections that would be available under U.S. laws. In addition, there may be practical or time problems associated with enforcing clients’ rights to its assets in the case of a bankruptcy or insolvency of any such party. Cybersecurity Risk The information and technology systems of the Adviser and of key service providers to the Adviser and the clients may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Adviser has implemented various measures designed to manage risks relating to these types of events, if these systems are compromised, become 12  inoperable for extended periods of time or cease to function properly, it may be necessary for the Adviser to make a significant investment to fix or replace them and to seek to remedy the effect of these issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Adviser or the clients and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information. Risk Management Failures Although the Adviser attempts to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Moreover, many risk management techniques, including those employed by the Adviser, are based on historical market behavior, but future market behavior may be entirely different and, accordingly, the risk management techniques employed on behalf of the clients may be incomplete or altogether ineffective. Similarly, the Adviser may be ineffective in implementing or applying risk management techniques. Any inadequacy or failure in risk management efforts could result in material losses to the clients. Systems and Operational Risk The Adviser relies on certain financial, accounting, data processing and other operational systems and services that are employed by the Adviser and/or by third party service providers, including prime brokers, the third-party administrator, market counterparties and others. Many of these systems and services require manual input and are susceptible to error. These programs or systems may be subject to certain defects, failures or interruptions. For example, the Adviser and the clients could be exposed to errors made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or related to other similar disruptions in a Client’s operations. In addition, despite certain measures established by the Adviser and third party service providers to safeguard information in these systems, the Adviser, the clients and their third party service providers are subject to risks associated with a breach in cybersecurity which may result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. Any such errors and/or disruptions may lead to financial losses, the disruption of a Client’s trading activities, liability under applicable law, regulatory intervention or reputational damage. Valuation of Portfolio Holdings There are various conflicts of interest in connection with the valuation of clients’ assets, in particular, higher valuations of the clients’ assets may result in increased asset-based and performance-based compensation, and in some cases, increased compensation for personnel. In addition, inflated valuations may result in better performance which may assist in marketing for the Adviser. Conflicts of interest may be heightened in the case of assets that do not have readily ascertainable market values. Item 9. Disciplinary Information Neither the Adviser nor any of its management personnel are subject to, or have in the past been subject to, any criminal or civil action in any domestic or foreign court, and neither the Adviser nor any of its management personnel have been subject to any administrative proceedings before the SEC or any other state, federal or foreign financial regulatory authority. Item 10. Other Financial Industry Activities and Affiliations Neither we nor our management persons are registered as broker-dealers or has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. Neither the Adviser nor any of the Adviser’s management personnel have any relationships or arrangements that pose material conflicts of interest to the business of the Adviser. While the Fund may trade commodity interests, the Adviser (and its affiliates) are exempt from registration 13  with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator pursuant to CFTC Rule 4.13(a)(3). Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Pursuant to Rule 204A-1 of the Advisers Act, the Adviser had adopted a Code of Ethics (the “Code”) that obligates the Adviser and its supervised persons to put the interests of the Adviser’s clients before their own interests and to act honestly and fairly in all respects in their dealings with clients. The Code includes provisions regarding general standards of conduct, as well as a number of specific issues including compliance with federal securities laws; personal trading of securities; private investments by employees; employee outside business activities; and gifts and entertainment. Each of our principals and employees must acknowledge their understanding of, and agree to comply with, the Code initially upon employment and affirm on an annual basis that they have read and understand the Code and have complied with it. In addition to compliance with the Adviser’s policies and procedures, all of the Adviser’s personnel are required to comply with applicable federal securities laws. The Adviser will provide a copy of the Code to Investors or prospective Investors upon request. See below for further provisions of the Code as they relate to securities transactions by the Adviser’s supervised persons. Material Non-Public Information While it is not expected to do so, if the Adviser comes into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of a Client, the Adviser will be prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a Client. The Adviser will maintain and enforce written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to ensure that the Adviser is meeting its obligations to its clients and remains in compliance with applicable law. Personal Trading The Adviser will require its supervised persons (as defined within the Code of Ethics) to obtain written pre- approval for all transactions in their personal accounts from the Chief Compliance Officer, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on one of its clients. All of the Adviser’s supervised persons will be required to disclose their securities transactions on a quarterly basis by providing transaction reports or duplicate copies of brokerage statements to the Chief Compliance Officer. In addition, the Adviser’s supervised persons will be required to disclose the holdings in their personal accounts upon commencement of employment with the Adviser and on an annual basis thereafter. Supervised persons may not acquire any direct or indirect beneficial ownership in any securities in any initial public offering without prior written approval of the Chief Compliance Officer. Further, supervised persons may not purchase or sell any security that appears on the Adviser’s Restricted List without prior approval from the Chief Compliance Officer. Trading in the personal accounts of the Adviser’s supervised persons will be reviewed by the Chief Compliance Officer against the Restricted List and preclearance records and compared with transactions for Client accounts. Outside Business Activities The Adviser requires supervised persons to obtain written approval from the Chief Compliance Officer prior to engaging in any outside business activities, and to submit initial and quarterly certifications regarding participation in any such activities. 14  Participation or Interest in Client Transactions Quantinno does not expect to effect transactions between Client accounts whereby one Client account will purchase securities from or sell securities to another Client account. In the event that Quantinno effects a cross trade between an account in which Quantinno or its affiliates owns more than twenty-five percent (25%) and another Client account, such transaction may be deemed to be a principal transaction under the Advisers Act. Such transactions may create a conflict of interest for Quantinno because it may put its or its affiliates’ interests in such accounts before the interests of its clients in the other account. In order to mitigate this conflict of interest, Quantinno will not effect any cross trades between accounts if it believes that such trade would result in a principal transaction, unless Quantinno: 1. believes that such transaction is in the best interest of the clients participating in the transaction; and 2. obtains the consent of the applicable clients as required by the Advisers Act. No such transactions may be effected when the Adviser, or any person controlling, controlled by, or under common control with the Adviser, recommended the transaction to both the seller and the purchaser. The Chief Compliance Officer will be responsible for reviewing all cross transactions for compliance with applicable procedures. Investments Not Suitable for Clients From time to time, the Adviser may become aware of certain investment opportunities in which the clients may not be given an opportunity to participate (e.g., for investments that are deemed not suitable for a Client). The Adviser may, however, offer such opportunities just to certain Investors, other clients, its employees and affiliates, or third parties, and therefore it is anticipated that not every Investor or Client will be given an opportunity to participate in such investments. Item 12. Brokerage Practices For Separately Managed Accounts, in the limited cases where it selects brokers and negotiates commission rates, consistent with its duty of best execution, the Adviser will take into account a number of factors, including, among others, the financial stability, reliability and reputation of brokerage firms, the size and type of the transaction, execution capabilities, the difficulty of execution, commission rate/net pricing, the broker’s expertise with the particular financial instrument, the broker’s ability to handle a block order and other brokerage and research products and services provided by such brokers. Accordingly, and more generally especially with respect to private fund vehicles, in seeking best execution, the Adviser will consider a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include, but are not limited to, reputation, financial strength and stability, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, research (including economic forecasts, fundamental and technical advice on securities, valuation advice on market analysis); custodial and other services provided for the enhancement of the Adviser’s portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; and the operational facilities of the brokers and/or dealers involved (including back office efficiency). In selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker- dealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser's practice to negotiate “execution only” commission rates, thus clients may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. The Adviser’s Chief Compliance Officer will evaluate the broker-dealers used by the Adviser to execute clients’ trades using the foregoing factors. 15  As of the date of this Brochure the Firm does not utilize soft dollars. Should the Firm decide to utilize soft dollars, the Adviser expects such usage to comply with Section 28(e) of the Securities Exchange Act of 1934. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors occur, the Adviser's error correction procedure is to ensure that clients are treated fairly. The Adviser has discretion to resolve a particular error in any manner that it deems appropriate and consistent with the above stated policy. In the event that a Client account incurs a trade error as a result of the Adviser’s gross negligence, willful misconduct or violation of the standard of care that is applicable to the Client account, the Adviser will reimburse the Client. Trade errors that do not result from the Adviser’s gross negligence, fraud, willful misconduct or other standard of care applicable to the Client account are borne by the Client account. Investors should refer to their respective offering and governing documents for further disclosures with respect to trade errors. Item 13. Review of Accounts Separately Managed Accounts Each SMA will be reviewed by the investment team of the Adviser, on at least a monthly basis to determine whether securities positions should be maintained in view of current market conditions. Matters reviewed may include, among others, specific securities held, adherence to investment guidelines and the performance of each Client account. SMA’s will receive periodic performance reports from the Adviser pursuant to the terms of the relevant Client’s Investment Material. Funds Our Portfolio Managers and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Fund to ensure that they conform with the investment objectives and guidelines that are stated in the Fund’s Investment Material. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Our Portfolio Managers perform daily systematic reviews of the Fund’s holdings. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. Item 14. Client Referrals and Other Compensation The Adviser does not currently have any arrangements in place to compensate anyone or be compensated for the referral of Investors to the Fund. The Adviser has entered into referral arrangements for certain managed accounts. Item 15. Custody As Quantinno acts as investment adviser to the Fund, the Adviser is deemed to have custody of certain Fund assets under current applicable regulatory interpretations. As such, and as is required by the safekeeping requirement in Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended, all assets of the Funds are held by qualified custodians. Upon completion of the relevant Client’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (“PCAOB”), the Adviser will distribute the Client’s audited financials to Investors within 120 days of the Client’s fiscal year end. 16  Quantinno, in accordance with Rule 206(4)-2 of the Advisers Act (Custody Rule), is deemed to have custody with respect to its separately managed accounts solely due to its authority to directly withdraw advisory fees from clients' accounts. Quantinno has a reasonable basis to believe such accounts receive a custodian statement on at least a quarterly basis, as required by the Custody Rule. In connection with the management of the Fund, Quantinno is deemed to have custody of client assets under the Custody Rule. The Fund has contracted with qualified custodians to maintain its assets. The annual financial statement of the Fund is audited by an independent public accountant registered with the Public Company Accounting Oversight Board as required by the Custody Rule. Item 16. Investment Discretion The Adviser has discretionary authority to determine which securities and the amounts of securities that are bought or sold, as well as the broker-dealer to be used and the commission rates to be paid. Investors generally do not have the ability to place any limits on the Adviser’s authority beyond the limitations set forth in the clients’ Investment Material. Prior to assuming full discretion in managing a Client’s assets, the Adviser will enter into an investment management agreement or other agreement that will set forth the scope of the Adviser’s discretion. Item 17. Voting Client Securities In compliance with the Advisers Act’s Proxy Voting Rule, Quantinno has adopted proxy voting policies and procedures. The Adviser’s general policy is to not engage in voting proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) as the Adviser has determined not voting is in the best interests of the clients. In making this determination, the Adviser considers various factors, including, but not limited to, (i) the nature of the quantitative strategy; (ii) the costs associated with exercising the Proxy (e.g., translation or travel costs); and (iii) any legal restrictions on trading resulting from the exercise of a Proxy. Clients may obtain a copy of the Adviser’s proxy voting policies and procedures by contacting the Chief Compliance Officer of the Adviser. Item 18. Financial Information We are not required to include a balance sheet for our most recent fiscal year. In addition, we are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to clients and have not been the subject of a bankruptcy petition at any time during the past ten years. 17