QUENT CAPITAL, LLC

Form ADV Part 2A March 31, 2025 –– This Brochure provides informa(cid:415)on about the qualifica(cid:415)ons and business prac(cid:415)ces of Quent Capital, LLC (“Quent Capital”). If you have any ques(cid:415)ons about the contents of this Brochure, please contact us at (212) 796-0707 or bjollie@quentcapital.com. The informa(cid:415)on in this Brochure has not been approved or verified by the United States Securi(cid:415)es and Exchange Commission or by any state securi(cid:415)es authority. Addi(cid:415)onal informa(cid:415)on about Quent Capital, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Registra(cid:415)on of an investment advisor do not imply that Quent Capital or any of its principals or employees possess a par(cid:415)cular level of skill or training in the investment advisory business or any other business. A copy of our Brochure may be requested by contac(cid:415)ng Bill Jollie, President, Chief Compliance Officer at (212) 796-0707 or bjollie@quentcapital.com or Gregg S. Fisher, Por(cid:414)olio Manager at (212) 796-0707 or via email at gfisher@quentcapital.com. Quent Capital, LLC 1120 Ave. of the Americas, 4th Floor, New York, NY 10036 quentcapital.com  Item 2 – Material Changes –– Since the last Annual Amendment filed on April 9, 2024 the following changes have been made: Item 4 has been updated with Quent Capital’s Assets Under Management as of December 31. 2024. 2  Item 3 – Table of Contents –– Item 2 – Material Changes ......................................................................................................................2 Item 3 – Table of Contents ......................................................................................................................3 Item 4 – Advisory Business .....................................................................................................................4 Item 5 – Fees & Compensa(cid:415)on ...............................................................................................................9 Item 6 – Performance-Based Fees & Side-By-Side Management ........................................................ 12 Item 7 – Types of Clients ...................................................................................................................... 12 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ............................................... 13 Item 9 – Disciplinary Informa(cid:415)on ........................................................................................................ 25 Item 10 – Other Financial Industry Ac(cid:415)vi(cid:415)es and Affiliates ................................................................. 25 Item 11 – Code of Ethics ...................................................................................................................... 27 Item 12 – Brokerage Prac(cid:415)ces .............................................................................................................. 28 Item 13 – Review of Accounts .............................................................................................................. 33 Item 14 – Client Referrals and Other Compensa(cid:415)on ........................................................................... 33 Item 15 - Custody ................................................................................................................................. 34 Item 16 – Investment Discre(cid:415)on .......................................................................................................... 34 Item 17 – Vo(cid:415)ng Securi(cid:415)es .................................................................................................................. 35 Item 18 – Financial Informa(cid:415)on ........................................................................................................... 35 3  Item 4 – Advisory Business –– Since This Brochure provides an overview of the investment advisory services provided by Quent Capital, LLC (“Quent Capital”). Quent Capital is an independent investment adviser registered with the U.S. Securi(cid:415)es and Exchange Commission. The firm was founded in 2018 by Gregg S. Fisher. He is the firm’s principal owner, along with the Gregg S. Fisher 2017 Descendants Trusts. Quent Capital provides discre(cid:415)onary investment advisory services on a fee basis. Quent Capital’s annual investment advisory fee shall include investment management and advisory services. As of December 31, 2024 Quent Capital managed approximately $1,624,883,673 of assets on a discre(cid:415)onary basis. Investment Advisory Clients: To commence the investment advisory process, Quent Capital will ascertain each client’s investment objec(cid:415)ve(s) and then allocate the client’s assets consistent with the client’s designated investment objec(cid:415)ve(s). Once allocated, Quent Capital provides ongoing supervision of the account(s). Before engaging Quent Capital to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with Quent Capital se(cid:427)ng forth the terms and condi(cid:415)ons of the engagement (including termina(cid:415)on), describing the scope of the services to be provided, and the fee that is due from the client. Quent Capital primarily recommends that clients allocate investment assets among various individual equity (stocks), mutual funds and/or exchange traded funds (“ETFs”) in accordance with the client’s designated investment objec(cid:415)ve(s). Once allocated, Quent Capital provides ongoing monitoring and review of account performance, asset alloca(cid:415)on and client investment objec(cid:415)ves. Quent Capital may provide financial planning and related consul(cid:415)ng services ma(cid:425)ers such as estate planning, tax planning, insurance, etc. Please Note: We do not serve as an a(cid:425)orney, accountant, or insurance agency, and no por(cid:415)on of our services should be construed as same. Accordingly, we do not prepare estate planning documents, tax returns or other similar documents. Our firm maintains an affiliated en(cid:415)ty under common ownership and control that provides accoun(cid:415)ng services and tax prepara(cid:415)on. Clients may separately engage this affiliated business for these addi(cid:415)onal services. Please be aware that fees for these services are billed separately and are dis(cid:415)nct from any advisory fees charged by our firm. If a client determines to engage Gerstein Tax Services, LLC , he/she does so per the terms and condi(cid:415)ons of a separate wri(cid:425)en agreement between the Gerstein Tax Services, LLC and the client, to which Quent Capital is not a party. There is no fee-sharing arrangement between Gerstein Tax Services, LLC and Quent Capital. The recommenda(cid:415)on by Quent Capital that a client engage Gerstein Tax Services, LLC for tax prepara(cid:415)on and/or accoun(cid:415)ng-related services, presents a conflict of interest because Registrant’s affiliate will derive addi(cid:415)onal compensa(cid:415)on from such engagement. No client or prospec(cid:415)ve client is obligated to engage Gerstein Tax Services, LLC. Clients are reminded that they can engage other, non-affiliated, providers. Quent Capital will work with the tax professional of the client’s choosing. 4  Affiliated Private Fund. Quent Capital and/or its owners are affiliated with, and provide investment management services to, a private investment fund known as the Quent Long Short Global Small Cap Fund, LP (the “Fund”), which is a private investment fund relying on an exemp(cid:415)on from registra(cid:415)on under the Investment Company Act of 1940, as amended, the complete descrip(cid:415)on of which (the terms, condi(cid:415)ons, risks, conflicts and fees, including incen(cid:415)ve compensa(cid:415)on) is set forth in the Fund’s offering documents. Quent Capital, on a non-discre(cid:415)onary basis, may recommend that qualified clients consider alloca(cid:415)ng a por(cid:415)on of their investment assets to the Fund. If a client determines to become an affiliated private fund investor, unless indicated to the contrary, in wri(cid:415)ng, by Quent Capital, the amount of assets invested in the fund(s)will be included as part of our regulatory assets under management, however, such Fund assets will not be included for purposes of Quent Capital calcula(cid:415)ng its investment advisory fee per Item 5 below. Quent Capital’s clients are under absolutely no obliga(cid:415)on to consider or make an investment in a private investment fund(s). Please Note: Private investment funds generally involve various risk factors, including, but not limited to, poten(cid:415)al for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and considera(cid:415)on. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospec(cid:415)ve client investor will be required to complete a Subscrip(cid:415)on Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Please Also Note: Conflict Of Interest. Because Quent Capital and/or its affiliates can earn compensa(cid:415)on from the Fund (i.e., management fees, incen(cid:415)ve compensa(cid:415)on, etc.) that could generally exceed the fee that Quent Capital would earn under its standard asset-based fee schedule referenced in Item 5 below, the recommenda(cid:415)on that a client become a Fund investor presents a conflict of interest. No client is under any obliga(cid:415)on to become a Fund investor. Given the conflict of interest, Quent Capital advises that clients consider seeking advice from independent professionals (i.e., a(cid:425)orney, accountant, adviser, etc.) of their choosing prior to becoming a Fund investor. No client is under absolutely any obliga(cid:415)on to become a Fund investor. ANY QUESTIONS: Quent Capital’s Chief Compliance Officer, William Jollie, remains available to address any ques(cid:415)ons regarding this conflict of interest. Miscellaneous. To the extent specifically requested, and engaged, by the client to do so, Quent Capital may provide financial planning and or related consul(cid:415)ng services regarding ma(cid:425)ers such as tax and estate planning, insurance, etc. per the terms and condi(cid:415)ons of a separate agreement and a separate fee as discussed at Item 5 below, the fee for which shall generally be based upon the individual providing the service and the scope of the services to be provided. Prior to engaging Quent Capital to provide planning or consul(cid:415)ng services, clients are generally required to enter into a Financial Planning and Consul(cid:415)ng Agreement with us se(cid:427)ng forth the terms and condi(cid:415)ons of the engagement (including termina(cid:415)on), describing the scope of the services to be provided, and the por(cid:415)on of the fee that is due from the client prior to Quent Capital commencing services. 5  We may recommend the services of other professionals for non-investment implementa(cid:415)on purposes (i.e. a(cid:425)orneys, accountants, insurance, etc.) including Quent Capital ‘s representa(cid:415)ve as a licensed insurance agent or our affiliated tax service (under common control ), Gerstein Tax Service (“Tax Service”), for tax prepara(cid:415)on and accoun(cid:415)ng-related services. The client is under no obliga(cid:415)on to engage the services of any such recommended professional. Please Note-Conflict of Interest: The recommenda(cid:415)on that a client purchase an insurance commission product from Quent Capital’s representa(cid:415)ve in his capacity as an insurance agent, presents a conflict of interest, as the receipt of commissions may provide an incen(cid:415)ve to recommend insurance products based on commissions to be received, rather than on a par(cid:415)cular client’s need. The fees charged and compensa(cid:415)on derived from the sale of such insurance are separate from, and in addi(cid:415)on to, Quent Capital’s investment advisory fee. No client is under any obliga(cid:415)on to purchase any insurance commission products from Quent Capital’s representa(cid:415)ve. Clients are reminded that they may purchase insurance products recommended by Quent Capital’s representa(cid:415)ve through other, non-affiliated, insurance agents. Further, If a client determines to engage Tax Service, he/she does so per the terms and condi(cid:415)ons of a separate wri(cid:425)en agreement between Tax Service and the client, to which Quent Capital is not a party. There is no fee-sharing arrangement between the Tax Service and Quent Capital. The recommenda(cid:415)on by Quent Capital that a client engage Tax Service for tax prepara(cid:415)on and/or accoun(cid:415)ng-related services, presents a conflict of interest because Quent Capital’s affiliate will derive addi(cid:415)onal compensa(cid:415)on from such engagement. No client or prospec(cid:415)ve client is obligated to engage Tax Service. Clients are reminded that they may engage other non-affiliated, providers. Quent Capital will work with the tax professional of the client’s choosing. ANY QUESTIONS: Quent Capital ‘s Chief Compliance Officer, William Jollie, remains available to address any ques(cid:415)ons that a client or prospec(cid:415)ve client may have regarding the above conflicts of interest. If the client engages any recommended unaffiliated professional, and a dispute arises therea(cid:332)er rela(cid:415)ve to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all (cid:415)mes, the engaged licensed professional(s), (i.e. a(cid:425)orney, accountant, insurance agent, etc.), and not Quent Capital, shall be responsible for the quality and competency of the services provided. It remains the client’s responsibility to promptly no(cid:415)fy Quent Capital if there is ever any change in their financial situa(cid:415)on or investment objec(cid:415)ves for the purpose of reviewing, evalua(cid:415)ng or revising Quent Capital’s previous recommenda(cid:415)ons and/or services. Re(cid:415)rement Rollovers-Poten(cid:415)al for Conflict of Interest: A client or prospec(cid:415)ve client leaving an employer typically has four op(cid:415)ons regarding an exis(cid:415)ng re(cid:415)rement plan (and may engage in a combina(cid:415)on of these op(cid:415)ons): (i) leave the money in the former employer’s plan, if permi(cid:425)ed, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permi(cid:425)ed, (iii) roll over to an Individual Re(cid:415)rement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Quent Capital recommends that a client roll over their re(cid:415)rement plan assets into an account to be managed by Quent Capital, such a recommenda(cid:415)on creates a conflict of interest if Quent Capital will earn new (or increase its current) compensa(cid:415)on as a result of the rollover. If Quent Capital provides a recommenda(cid:415)on as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an exis(cid:415)ng IRA1, Quent Capital is ac(cid:415)ng as a fiduciary within the meaning of Title I of the Employee Re(cid:415)rement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws 6  governing re(cid:415)rement accounts. No client is under any obliga(cid:415)on to roll over re(cid:415)rement plan assets to an account managed by Quent Capital, whether it is from an employer’s plan or an exis(cid:415)ng IRA. Quent Capital’s Chief Compliance Officer, William Jollie, remains available to address any ques(cid:415)ons that a client or prospec(cid:415)ve client may have regarding the poten(cid:415)al for conflict of interest presented by such rollover recommenda(cid:415)on. Por(cid:414)olio Ac(cid:415)vity. Quent Capital has a fiduciary duty to provide services consistent with the client’s best interest. Quent Capital will review client por(cid:414)olios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market condi(cid:415)ons, fund manager tenure, style dri(cid:332), account addi(cid:415)ons/withdrawals, and/or a change in the client’s investment objec(cid:415)ve. Based upon these factors, there may be extended periods of (cid:415)me when Quent Capital determines that changes to a client’s por(cid:414)olio are neither necessary, nor prudent. Clients remain subject to the fees described in Item 5 below during periods of account inac(cid:415)vity. Independent Managers. Quent Capital may allocate a por(cid:415)on of the client’s investment assets among unaffiliated independent investment managers in accordance with the client’s designated investment objec(cid:415)ve(s). In such situa(cid:415)ons, the Independent Manager[s] shall have day-to-day responsibility for the ac(cid:415)ve discre(cid:415)onary management of the allocated assets. Quent Capital shall con(cid:415)nue to render investment supervisory services to the client rela(cid:415)ve to the ongoing monitoring and review of account performance, asset alloca(cid:415)on and client investment objec(cid:415)ves. Factors that Quent Capital shall consider in recommending Independent Manager[s] include the client’s designated investment objec(cid:415)ve(s), management style, performance, reputa(cid:415)on, financial strength, repor(cid:415)ng, pricing, and research. Please Note: The investment management fee charged by the Independent Manager[s] is separate from, and in addi(cid:415)on to, Quent Capital’s investment advisory fee disclosed at Item 5 below. Please also note: Quent Capital retains the authority to terminate the independent manager. ANY QUESTIONS: Quent Capital’s Chief Compliance Officer, William Jollie, remains available to address any ques(cid:415)ons that a client or prospec(cid:415)ve client may have regarding the alloca(cid:415)on of account assets to an Independent Manager(s), including the specific addi(cid:415)onal fee to be charged by such Independent Manager(s). Cybersecurity Risk: The informa(cid:415)on technology systems and networks that Registrant and its third- party service providers use to provide services to Registrant’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from inten(cid:415)onal or uninten(cid:415)onal ac(cid:415)ons that could cause significant interrup(cid:415)ons in Registrant’s opera(cid:415)ons and result in the unauthorized acquisi(cid:415)on or use of clients’ confiden(cid:415)al or non-public personal informa(cid:415)on. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ul(cid:415)mately cause them to incur losses, including for example: financial losses, cost and reputa(cid:415)onal damage to respond to regulatory obliga(cid:415)ons, other costs associated with correc(cid:415)ve measures, and loss from damage or interrup(cid:415)on to systems. Although Registrant has established its systems to reduce the risk of cybersecurity incidents from coming to frui(cid:415)on, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resul(cid:415)ng from cybersecurity incidents that more directly affect issuers of securi(cid:415)es in 7  which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authori(cid:415)es, exchange and other financial market operators, or other financial ins(cid:415)tu(cid:415)ons. Account Aggrega(cid:415)on Pla(cid:414)orms: Quent Capital may provide its clients with access to one or more online account aggrega(cid:415)on pla(cid:414)orms (the “Pla(cid:414)orms”).The Pla(cid:414)orms allow a client to view their complete asset alloca(cid:415)on, including those assets that Quent Capital does not manage (the “Excluded Assets”). Quent Capital does not provide investment management, monitoring, or implementa(cid:415)on services for the Excluded Assets. Unless otherwise specifically agreed to, in wri(cid:415)ng, Quent Capital’s service rela(cid:415)ve to the Excluded Assets is limited to repor(cid:415)ng only. Therefore, Quent Capital shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their adviser(s) that maintain management authority for the Excluded Assets, and not Quent Capital, shall be exclusively responsible for such investment performance. Without limi(cid:415)ng the above, Quent Capital shall not be responsible for any implementa(cid:415)on error ((cid:415)ming, trading, etc.) rela(cid:415)ve to the Excluded Assets. The client may choose to engage Quent Capital to manage some or all of the Excluded Assets pursuant to the terms and condi(cid:415)ons of an Investment Advisory Agreement between Quent Capital and the client. Certain of these Pla(cid:414)orms also provide access to other types of informa(cid:415)on and applica(cid:415)ons including financial planning concepts and func(cid:415)onality, which should not, in any manner whatsoever, be construed as services, advice, or recommenda(cid:415)ons provided by Quent Capital. Finally, Quent Capital shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other func(cid:415)ons available on the Pla(cid:414)orms without Quent Capital’s assistance or oversight. Quent Capital may purchase structured notes for client accounts. A structured note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essen(cid:415)ally a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodi(cid:415)es). It is this la(cid:425)er feature that makes structured products unique, as the payout can be used to provide some degree of principal protec(cid:415)on, leveraged returns (but usually with some cap on the maximum return), and be tailored to a specific market or economic view. In addi(cid:415)on, investors may receive long-term capital gains tax treatment if certain underlying condi(cid:415)ons are met and the note is held for more than one year. Finally, structured notes may also have liquidity constraints, such that the sale thereof before maturity may be limited. See addi(cid:415)onal disclosure at Item 8 below. In the event that the client seeks to prohibit or limit the purchase of structured notes for the client’s account, the client can do so, in wri(cid:415)ng, addressed to Quent Capital’s Chief Compliance Officer. Cash Posi(cid:415)ons. Quent Capital con(cid:415)nues to treat cash as an asset class. As such, unless determined to the contrary by Quent Capital, all cash posi(cid:415)ons (money markets, etc.) shall con(cid:415)nue to be included as part of assets under management for purposes of calcula(cid:415)ng Quent Capital’s advisory fee. At any specific point in (cid:415)me, depending upon perceived or an(cid:415)cipated market condi(cid:415)ons/events (there being no guarantee that such an(cid:415)cipated market condi(cid:415)ons/events will occur), Quent Capital may maintain cash posi(cid:415)ons for defensive purposes. In addi(cid:415)on, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in (cid:415)me, Quent Capital’s advisory fee could exceed the interest paid by the client’s 8  money market fund. Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Quent Capital) will be profitable or equal any specific performance level(s). Client Obliga(cid:415)ons. In performing its services, Quent Capital shall not be required to verify any informa(cid:415)on received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, it remains each client’s responsibility to promptly no(cid:415)fy Quent Capital if there is ever any change in his/her/its financial situa(cid:415)on or investment objec(cid:415)ves for the purpose of reviewing/evalua(cid:415)ng/revising our previous recommenda(cid:415)ons and/or services. Disclosure Statement. A copy of Quent Capital’s wri(cid:425)en Brochure and Client Rela(cid:415)onship Summary, as set forth on Part 2 of Form ADV and Form CRS respec(cid:415)vely, shall be provided to each client prior to the execu(cid:415)on of any advisory agreement. Quent Capital shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representa(cid:415)ve will ascertain each client’s investment objec(cid:415)ve(s). Therea(cid:332)er, Quent Capital shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objec(cid:415)ve(s). The client may, at any (cid:415)me, impose reasonable restric(cid:415)ons, in wri(cid:415)ng, on Quent Capital’s services. Quent Capital does not par(cid:415)cipate in a wrap fee program. Item 5 – Fees & Compensa(cid:415)on –– 1. Management Fees The Fund Quent Capital’s management fee, performance fee, and the (cid:415)ming of the payment of those fees, are set forth in the Fund’s offering documents. As noted in the Fund’s offering documents, Quent Capital may waive, reduce or rebate the management fee with respect to the capital accounts of certain limited partners, including affiliates of the general partner and/or Quent Capital and their respec(cid:415)ve members, managers, partners, directors, officers and employees, and any “friends and family” members thereof; provided, however, that no such waiver, reduc(cid:415)on or rebate will adversely impact any other limited partner or cause them to bear a higher por(cid:415)on of the management fee than they would bear absent such waiver, reduc(cid:415)on or rebate. The Fund’s offering documents describe the fees and expenses that investors and the Fund may incur. Individual Clients Fees are based on the value of the account on the last day of each calendar quarter and are billed in arrears. Fees are deducted from the client’s account when possible. Quent Capital’s annual 9  investment management fee is nego(cid:415)able and generally ranges from 0.50% to 1.00%. Quent Capital may reduce or waive its fee in its sole discre(cid:415)on. The Firm is generally compensated for its investment management services on an annual fee basis. Fees are based on the value of the account on the last day of each calendar quarter and are billed in arrears. Fee Differen(cid:415)als. Quent Capital shall generally price its advisory services based upon various objec(cid:415)ve and subjec(cid:415)ve factors. As a result, our clients could pay diverse fees based upon the type, amount and market value of their assets, the an(cid:415)cipated complexity of the engagement, the an(cid:415)cipated level and scope of the overall investment advisory services to be rendered, nego(cid:415)a(cid:415)ons. Addi(cid:415)onal factors effec(cid:415)ng pricing can include related accounts, employee accounts, compe(cid:415)(cid:415)on, and nego(cid:415)a(cid:415)ons. As a result of these factors, similarly situated clients could pay diverse fees, and the services to be provided by Quent Capital to any par(cid:415)cular client could be available from other advisers at lower fees. All clients and prospec(cid:415)ve clients should be guided accordingly. ANY QUESTIONS: Quent Capital’s Chief Compliance Officer, William Jollie, remains available to address any ques(cid:415)ons regarding advisory fees. Margin Accounts: Quent Capital does not recommend the use of margin for investment purposes. A margin account is a brokerage account that allows investors to borrow money to buy securi(cid:415)es and/or for other non-investment borrowing purposes. The broker/custodian charges the investor interest for the right to borrow money and uses the securi(cid:415)es as collateral. By using borrowed funds, the customer is employing leverage that will magnify both account gains and losses. Should a client determine to use margin, Quent Capital will include the en(cid:415)re market value of the margined assets when compu(cid:415)ng its advisory fee. Accordingly, Quent Capital’s fee shall be based upon a higher margined account value, resul(cid:415)ng in Quent Capital earning a correspondingly higher advisory fee. As a result, the poten(cid:415)al of conflict of interest arises since Quent Capital may have an economic disincen(cid:415)ve to recommend that the client terminate the use of margin. Please Note: The use of margin can cause significant adverse financial consequences in the event of a market correc(cid:415)on. Custodian Charges-Addi(cid:415)onal Fees. As discussed in Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Quent Capital generally recommends that Fidelity Brokerage Services, LLC and Na(cid:415)onal Financial Services, LLC (“Fidelity”) or Pershing, LLC (“Pershing”) serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Fidelity and Pershing charge brokerage commissions, transac(cid:415)on, and/or other type fees for effec(cid:415)ng certain types of securi(cid:415)es transac(cid:415)ons (i.e., including transac(cid:415)on fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transac(cid:415)ons, etc.). The types of securi(cid:415)es for which transac(cid:415)on fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while certain custodians, such as Fidelity and Pershing, do not currently charge fees on individual equity transac(cid:415)ons [including ETFs], others do). (Please Note: there can be no assurance that either Pershing or Fidelity will not change their transac(cid:415)on fee pricing in the future). These fees/charges are in addi(cid:415)on to Quent Capital’s investment advisory fee at Item 5 below. Quent Capital does not receive any por(cid:415)on of these fees/charges. 10  Fee Billing: Clients may elect to have Quent Capital’s advisory fees deducted from their custodial account. Both Quent Capital’s Agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the amount of Quent Capital’s investment advisory fee and to directly remit that advisory fee to Quent Capital in compliance with regulatory procedures. In the limited event that Quent Capital bills the client directly, payment is due upon receipt of Quent Capital’s invoice. Quent Capital shall deduct fees and/or bill clients quarterly in arrears, based upon the market value of the assets on the last business day of the previous quarter. Fee Waiver: Quent Capital may recommend that a client invest all or a significant por(cid:415)on of a client’s assets in the Fund. In an effort to mi(cid:415)gate this conflict of interest, Quent Capital will waive its management fee charged to the client, and Quent Capital will only stand to receive its management fee from client’s assets invested in the Fund. This remains a conflict of interest to the extent the Fund’s management fee exceeds the client’s nego(cid:415)ated management fee directly with Quent Capital. Clients and prospec(cid:415)ve clients are provided this informa(cid:415)on to make an informed decision on whether to invest in the Fund. Quent Capital's annual investment advisory fee shall be prorated and paid quarterly, in arrears, based upon the market value of the assets on the last business day of the previous quarter. Adjustments will be carried over to the next billing period and will be either added or subtracted from the next billing period’s fee. Neither Quent Capital, nor its representa(cid:415)ves, accept compensa(cid:415)on from the sale of securi(cid:415)es or other investment products. Cash Posi(cid:415)ons. Quent Capital con(cid:415)nues to treat cash as an asset class. As such, unless determined to the contrary by Quent Capital, all cash posi(cid:415)ons (money markets, etc.) shall con(cid:415)nue to be included as part of assets under management for purposes of calcula(cid:415)ng Quent Capital’s advisory fee. At any specific point in (cid:415)me, depending upon perceived or an(cid:415)cipated market condi(cid:415)ons/events (there being no guarantee that such an(cid:415)cipated market condi(cid:415)ons/events will occur), Quent Capital may maintain cash posi(cid:415)ons for defensive purposes. In addi(cid:415)on, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in (cid:415)me, Quent Capital’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: Quent Capital’s Chief Compliance Officer, William Jollie, remains available to address any ques(cid:415)ons that a client or prospec(cid:415)ve may have regarding the above fee billing prac(cid:415)ce. Brokerage Fees: Quent Capital’s advisory fees are exclusive of brokerage commissions, transac(cid:415)on fees, and other related costs and expenses charged by Fidelity and Pershing, which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third- par(cid:415)es such as fees charged by independent managers, subadvisors, custodial fees, deferred sales charges, odd-lot differen(cid:415)als, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securi(cid:415)es transac(cid:415)ons. Mutual funds, exchange-traded funds, and other pooled investment vehicles also have internal fees, which are disclosed in a fund’s prospectus or offering document. These charges, fees and commissions are exclusive of and in addi(cid:415)on to Quent Capital’s fee, Quent Capital does not receive any por(cid:415)on of those commissions, fees, and costs, unless otherwise disclosed. 11  Financial Planning Fees: If Quent Capital enters into a separate engagement with the client for financial planning or consul(cid:415)ng services, these services shall be provided on a fixed fee hourly fee basis. The fee shall be based upon the amount and complexity of the work to be performed for the client. Item 6 – Performance-Based Fees & Side-By-Side Management –– The Fund is subject to a performance-based fee, which is described in further detail in its organiza(cid:415)onal and offering document. At this (cid:415)me, Quent Capital does not offer performance-based fee arrangements directly to clients, but reserves the right to do so in the future. A conflict of interest exists because Quent Capital generally charge clients an asset-based fee for the services it renders, but Quent Capital (or our affiliates) are en(cid:415)tled to receive performance- based fees or alloca(cid:415)ons from the Fund. As a result, we have an incen(cid:415)ve to recommend that an advisory client invest in the Fund, as opposed to holding assets only in separate accounts and alloca(cid:415)ng those assets to investment solu(cid:415)ons through which we (or our affiliates) would not be en(cid:415)tled to receive performance-based fees or alloca(cid:415)ons. Due to opera(cid:415)onal efficiencies, we generally prefer that investors seeking an investment strategy similar to the Fund’s obtain that strategy by inves(cid:415)ng in the Fund. We mi(cid:415)gate this conflict of interest by disclosing it to clients. We also may have an incen(cid:415)ve to offer investments that we believe will be more profitable than others to the Fund in order to earn more compensa(cid:415)on. Because of the Fund’s strategy, and its investment in securi(cid:415)es that do not historically have supply issues, Quent Capital does not believe that this presents a material conflict of interest. Item 7 – Types of Clients –– Quent Capital provides services to the Fund, individuals, and high net worth individuals. Investors in the Fund must meet a minimum ini(cid:415)al investment requirement contained in the prospectus or offering memorandum. Quent Capital does not have any minimum account requirements or minimum annual fees for individual clients, but reserves the right to accept or reject any prospec(cid:415)ve client. Quent Capital, in its discre(cid:415)on, may charge a lesser investment advisory fee, charge a flat fee, waive its fee en(cid:415)rely, or charge fee on a different interval, based upon certain criteria (i.e. an(cid:415)cipated future earning capacity, an(cid:415)cipated future addi(cid:415)onal assets, dollar amount of assets to be managed, 12  related accounts, Quent Capital professional providing the services, account composi(cid:415)on, complexity of the engagement, an(cid:415)cipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, compe(cid:415)(cid:415)on, nego(cid:415)a(cid:415)ons with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addi(cid:415)on, similar advisory services may be available from other investment advisers for similar or lower fees. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss –– 1. Methods of Analysis and Investment Strategies The Fund The Fund is a global long/short equity hedge fund. Its objec(cid:415)ve is to seek long-term capital apprecia(cid:415)on with low market correla(cid:415)on primarily through a combina(cid:415)on of long investment posi(cid:415)ons and short selling, while also a(cid:425)emp(cid:415)ng to preserve capital and mi(cid:415)gate risk through hedging ac(cid:415)vi(cid:415)es. The Fund seeks to achieve its investment objec(cid:415)ve by maintaining a por(cid:414)olio comprised primarily of long and short posi(cid:415)ons in marketable equity securi(cid:415)es (including common stocks, preferred stocks, stock warrants and rights), and other instruments in both the U.S. and non- U.S. markets, including, but not limited to, bonds, debentures, conver(cid:415)ble securi(cid:415)es, bank debt, senior secured floa(cid:415)ng-rate loans (in par(cid:415)cular, leveraged loans), second-lien loans, fixed-rate obliga(cid:415)ons, trade credits and other debt obliga(cid:415)ons, using a variety of techniques to inform its investment decisions, including, but not limited to, fundamental research, informed human judgment, quan(cid:415)ta(cid:415)ve methods, data analysis and systema(cid:415)c strategies. While the Fund is primarily focused on making investments into small-cap sized companies and its por(cid:414)olio currently consists primary of such investments, the Fund may invest in (and short) companies of any sector or market capitaliza(cid:415)on. Quent Capital views shor(cid:415)ng as a stand-alone profit center as well as a hedge for the Fund’s por(cid:414)olio. Quent Capital tends to focus on small capitaliza(cid:415)on companies that it believes are experiencing rapid innova(cid:415)on and sustainable growth and exhibit powerful emerging growth themes (including, but not limited to, ar(cid:415)ficial intelligence, machine learning, ag technology, longevity, space, payments and strong/diverse teams). Many of these companies are seeking to disrupt the markets in which they operate. In selec(cid:415)ng companies to invest in, Quent Capital uses a combina(cid:415)on of fundamental research and informed human judgment. Quent Capital manages the Fund’s posi(cid:415)on-sizing and exposure (both net and gross) based on a number of factors, including maximum loss exposure, correla(cid:415)on to market, vola(cid:415)lity and convic(cid:415)on. 13  In assessing and managing Fund investments, Quent Capital may avail itself of a number of informa(cid:415)on and research sources from third par(cid:415)es, including, without limita(cid:415)on, commercially available research reports, specially commissioned reports, mee(cid:415)ngs with industry analysts and company representa(cid:415)ves, and internally-generated models and other quan(cid:415)ta(cid:415)ve and qualita(cid:415)ve research opportuni(cid:415)es for the investment selec(cid:415)on process. Individual Clients Quent Capital relies on fundamental, sta(cid:415)s(cid:415)cal and quan(cid:415)ta(cid:415)ve, and strategic asset alloca(cid:415)on principles in formula(cid:415)ng our investment advice and managing client assets. Each of these methods of research are summarized below. Fundamental. Fundamental analysis involves the study of historical and present data, with the goal of analyzing financial markets. Sta(cid:415)s(cid:415)cal and Quan(cid:415)ta(cid:415)ve. Sta(cid:415)s(cid:415)cal and quan(cid:415)ta(cid:415)ve analysis involves the study of value and momentum metrics, with a goal of iden(cid:415)fying investment opportuni(cid:415)es with the poten(cid:415)al to outperform market benchmarks. Asset Alloca(cid:415)on. Rather than focusing primarily on securi(cid:415)es selec(cid:415)on, asset alloca(cid:415)on involves a(cid:425)emp(cid:415)ng to iden(cid:415)fy an appropriate ra(cid:415)o of securi(cid:415)es, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset alloca(cid:415)on is that the client may not par(cid:415)cipate in sharp increases in a par(cid:415)cular security, industry, or market sector. Another risk is that the ra(cid:415)o of securi(cid:415)es, fixed income, and cash will change over (cid:415)me due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. Disclosure Applicable to All Quent Capital Ac(cid:415)vi(cid:415)es Our analysis methods rely on the assump(cid:415)on that the companies whose securi(cid:415)es we purchase and sell, the ra(cid:415)ng agencies that review these securi(cid:415)es, and other publicly available sources of informa(cid:415)on about these securi(cid:415)es, are providing accurate and unbiased data. While we are alert to indica(cid:415)ons that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading informa(cid:415)on. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Quent) will be profitable or equal any specific performance level(s). 14  2. Investment Strategies Separately Managed Accounts Quent Capital offers strategies that are customized to the par(cid:415)cular client. Quent Capital begins by agreeing to an asset alloca(cid:415)on with the client depending on the client’s investment objec(cid:415)ves and risk tolerance (i.e., 60-40, 70-30, 80-20). From there, Quent Capital constructs a por(cid:414)olio for the client that meets the client’s asset alloca(cid:415)on. Quent Capital primarily uses ETFs, mutual funds, bonds, and individual equi(cid:415)es in crea(cid:415)ng por(cid:414)olios for clients. Once the por(cid:414)olio is constructed, Quent Capital con(cid:415)nues to monitor the por(cid:414)olio and makes changes to the por(cid:414)olio depending on its percep(cid:415)on of markets and feedback from the client. Quent Capital may recommend or use other types of securi(cid:415)es for clients from (cid:415)me to (cid:415)me beyond those referenced above, including op(cid:415)ons, fixed income posi(cid:415)ons, and private investment funds. Quent Capital may also recommend or use an independent manager as described above in Item 4. Quent Capital may engage in tax loss harves(cid:415)ng for clients, which is not intended as tax advice and Quent Capital does not represent in any manner that tax-loss harves(cid:415)ng objec(cid:415)ves will be obtained. The tax consequences of tax-loss harves(cid:415)ng are complex and may be subject to challenge by the IRS. The client should confer with his or her personal tax advisor regarding the tax consequences of using a tax-loss harves(cid:415)ng strategy. Clients should be aware that if the client and/or client’s spouse have other taxable or non-taxable accounts, and the client holds in those accounts any of the securi(cid:415)es (including op(cid:415)ons contracts) held within a Quent account, then the Client cannot trade any of those securi(cid:415)es 30 days before or a(cid:332)er Quent trades those same securi(cid:415)es as part of the tax-loss harves(cid:415)ng strategy to avoid possible wash sales and as a result, a nullifica(cid:415)on of any tax benefits of the strategy. Op(cid:415)ons Strategies Quent Capital may engage in op(cid:415)ons transac(cid:415)ons for the purpose of hedging risk and/or genera(cid:415)ng por(cid:414)olio income. The use of op(cid:415)ons transac(cid:415)ons as an investment strategy can involve a high level of inherent risk. Op(cid:415)on transac(cid:415)ons establish a contract between two par(cid:415)es concerning the buying or selling of an asset at a predetermined price during a specific period of (cid:415)me. During the term of the op(cid:415)on contract, the buyer of the op(cid:415)on gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security, depending upon the nature of the op(cid:415)on contract. Generally, the purchase or sale of an op(cid:415)on contract shall be with the intent of “hedging” a poten(cid:415)al market risk in a client’s por(cid:414)olio and/or genera(cid:415)ng income for a client’s por(cid:414)olio. Please Note: Certain op(cid:415)ons-related strategies (i.e. straddles, short posi(cid:415)ons, etc.), may, in and of themselves, produce principal vola(cid:415)lity and/or risk. Thus, a client must be willing to accept these enhanced vola(cid:415)lity and principal risks associated with such strategies. In light of these enhanced risks, client may direct us, in wri(cid:415)ng, not to employ any or all such strategies for his/her/their/its accounts. Please Also Note: There can be no guarantee that an op(cid:415)ons strategy will achieve its objec(cid:415)ve or prove successful. No client is under any obliga(cid:415)on to enter into any op(cid:415)on transac(cid:415)ons. However, if the client does so, he/she must be prepared to accept the poten(cid:415)al 15  for unintended or undesired consequences (i.e., losing ownership of the security, incurring capital gains taxes). Covered Call Wri(cid:415)ng Covered call wri(cid:415)ng is the sale of in-, at-, or out-of-the-money call op(cid:415)ons against a long security posi(cid:415)on held in a client por(cid:414)olio. This type of transac(cid:415)on is intended to generate income. It also serves to create par(cid:415)al downside protec(cid:415)on in the event the security posi(cid:415)on declines in value. Income is received from the proceeds of the op(cid:415)on sale. Such income may be reduced or lost to the extent it is determined to buy back the op(cid:415)on posi(cid:415)on before its expira(cid:415)on. There can be no assurance that the security will not be called away by the op(cid:415)on buyer, which will result in the client (op(cid:415)on writer) to lose ownership in the security and incur poten(cid:415)al unintended tax consequences. Covered call strategies are generally be(cid:425)er suited for posi(cid:415)ons with lower price vola(cid:415)lity. Long Put Op(cid:415)on Purchases Long put op(cid:415)on purchases allow the op(cid:415)on holder to sell or “put” the underlying security at the contract strike price at a future date. If the price of the underlying security declines in value, the value of the long put op(cid:415)on can increase in value depending upon the strike price and expira(cid:415)on. Long puts are o(cid:332)en used to hedge a long stock posi(cid:415)on to protect against downside risk. The security/por(cid:414)olio could s(cid:415)ll experience losses depending on the quan(cid:415)ty of the puts bought, strike price and expira(cid:415)on. In the event that the security is put to the op(cid:415)on holder, it will result in the client (op(cid:415)on seller) to lose ownership in the security and to incur poten(cid:415)al unintended tax consequences. Op(cid:415)ons are was(cid:415)ng assets and expire (usually within months of issuance). Structured Notes Quent Capital may purchase structured notes for client accounts. A structured note is a financial instrument that combines two elements, a debt security and exposure to an underlying asset or assets. It is essen(cid:415)ally a note, carrying counter party risk of the issuer. However, the return on the note is linked to the return of an underlying asset or assets (such as the S&P 500 Index or commodi(cid:415)es). It is this la(cid:425)er feature that makes structured products unique, as the payout can be used to provide some degree of principal protec(cid:415)on, leveraged returns (but usually with some cap on the maximum return), and be tailored to a specific market or economic view. In addi(cid:415)on, investors may receive long-term capital gains tax treatment if certain underlying condi(cid:415)ons are met and the note is held for more than one year. Finally, structured notes may also have liquidity constraints, such that the sale thereof before maturity may be limited. See addi(cid:415)onal disclosure at Item 8 below. In the event that the client seeks to prohibit or limit the purchase of structured notes for the client’s account, the client can do so, in wri(cid:415)ng, addressed to Quent Capital’s Chief Compliance Officer. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using: 16   Margin- The account custodian or broker-dealer lends money to the client. Quent Capital does not recommend the use of margin for investment purposes The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and,  Pledged Assets Loan- In considera(cid:415)on for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral; These above-described collateralized loans are generally u(cid:415)lized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the re(cid:415)rement of more expensive debt, or enable borrowing in lieu of liquida(cid:415)ng exis(cid:415)ng account posi(cid:415)ons and incurring capital gains taxes. However, such loans are not without poten(cid:415)al material risk to the client’s investment assets. The lender (i.e. custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Quent Capital does not recommend such borrowing unless it is for specific short-term purposes (i.e. a bridge loan to purchase a new residence). Quent Capital does not recommend such borrowing for investment purposes (i.e. to invest borrowed funds in the market). Regardless, if the client was to determine to u(cid:415)lize margin or a pledged assets loan, the following economic benefits would inure to Quent Capital:  by taking the loan rather than liquida(cid:415)ng assets in the client’s account, Quent Capital   con(cid:415)nues to earn a fee on such Account assets; and, if the client invests any por(cid:415)on of the loan proceeds in an account to be managed by Quent Capital, Quent Capital will receive an advisory fee on the invested amount; and, if Quent Capital’s advisory fee is based upon the higher margined account value (see margin disclosure at Item 5 below), Quent Capital will earn a correspondingly higher advisory fee. This could provide Quent Capital with a disincen(cid:415)ve to encourage the client to discon(cid:415)nue the use of margin. Risk of Loss Inves(cid:415)ng in securi(cid:415)es involves risk of loss that clients should be prepared to bear. Investors and prospec(cid:415)ve investors in the Fund should review the Fund’s offering and documents for a complete descrip(cid:415)on of the risks involved in an investment in the Fund. Below is a descrip(cid:415)on of certain of the risks associated with Quent Capital’s management of individual client accounts: Cash Posi(cid:415)ons. At any (cid:415)me and for a substan(cid:415)al length of (cid:415)me Quent Capital may hold a significant por(cid:415)on of a client’s assets in cash or cash equivalents. Investments in these assets may cause a client to miss posi(cid:415)ve performance in the markets. Unless Quent Capital agrees otherwise in wri(cid:415)ng, account assets consis(cid:415)ng of cash and cash equivalents are included in the value of an account’s assets for purposes of calcula(cid:415)ng its advisory fee. A client can advise Quent Capital not to maintain (or to limit the amount of) cash holdings in the client’s account. Cybersecurity Risk. Cyber-a(cid:425)acks affec(cid:415)ng a client or its service providers (including, but not limited to, Quent Capital, its custodian or their agents) may result in financial losses to the client. Similar 17  types of cyber security risks are also present for issuers of securi(cid:415)es in which the client may invest, which could result in material adverse consequences for such issuers and may cause the client’s investment therein to lose value. While measures have been developed which are designed to reduce the risks associated with cyber security, there are inherent limita(cid:415)ons in such measures and there is no guarantee those measures will be effec(cid:415)ve, par(cid:415)cularly since the client does not directly control the cyber security measures of its service providers, financial intermediaries and companies in which it invests or with which it does business. Mutual Fund & ETF Risk. There are specific risks involved in the management of mutual funds and ETFs (collec(cid:415)vely “funds”) which are described in detail in their prospectus. Each fund exposes Quent Capital’s strategies to the strategy-specific risk of that fund and the value of your por(cid:414)olio will fluctuate in response to the performance of the funds in which your account is invested. Market Risk. Stock markets can be vola(cid:415)le. In other words, the prices of stocks can fall rapidly in response to developments affec(cid:415)ng a specific company or industry, or to changing economic, poli(cid:415)cal or market condi(cid:415)ons. Investments may decline in value if the stock markets perform poorly. There is also a risk that the investments will underperform either the securi(cid:415)es markets generally or par(cid:415)cular segments of the securi(cid:415)es markets. Por(cid:414)olio Turnover Risk. Por(cid:414)olio turnover refers to the rate at which investments are replaced. The higher the rate, the higher the transac(cid:415)onal and brokerage costs associated with the turnover which may reduce the return, unless the securi(cid:415)es traded can be bought and sold without corresponding commission costs. Ac(cid:415)ve trading of securi(cid:415)es may also increase your realized capital gains or losses, which may affect the taxes you pay. Foreign Risk. Foreign markets can be more vola(cid:415)le than the U.S. market due to increased risks of adverse issuer, poli(cid:415)cal, regulatory, market, or economic developments and can perform differently from the U.S. market. Special risks associated with investments in foreign companies include exposure to currency fluctua(cid:415)ons, less liquidity, less developed or less efficient trading markets, lack of comprehensive company informa(cid:415)on, poli(cid:415)cal instability and differing audi(cid:415)ng and legal standards. Small and Medium-Size Company Risk. Small and medium size companies may have narrower markets and more limited managerial and financial resources than do larger, more established companies. Thus, their performances can be more vola(cid:415)le and they may face a greater risk of business failure. Issuer-Specific Risk. The value of a specific security can be more vola(cid:415)le than the market as a whole and can perform differently from the value of the market as a whole. The value of securi(cid:415)es of smaller issuers can be more vola(cid:415)le than that of larger issuers. The value of certain types of securi(cid:415)es can be more vola(cid:415)le due to increased sensi(cid:415)vity to adverse issuer, poli(cid:415)cal, regulatory, market, or economic developments. 18  Addi(cid:415)onal Risks Associated with the Fund In addi(cid:415)on to certain of the risks referenced above, investors in the Fund are subject to addi(cid:415)onal risks, certain of which are described below. Investors in the Fund and prospec(cid:415)ve investors should carefully review the Fund’s confiden(cid:415)al offering memorandum for addi(cid:415)onal risk factor disclosures. Investment and Trading Risks. An investment in the Fund involves a high degree of risk, including the risk that the en(cid:415)re amount invested may be lost. No guarantee or representa(cid:415)on is made that the Fund’s investment program will be successful or that the Fund will achieve its objec(cid:415)ve. Quent Capital will invest substan(cid:415)ally all of the Fund’s assets in securi(cid:415)es, some of which may be par(cid:415)cularly sensi(cid:415)ve to economic, market, industry and other variable condi(cid:415)ons. The markets in which the Fund expects to invest may experience significant vola(cid:415)lity and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to the Fund. Undervalued Securi(cid:415)es. The Fund makes long investments in securi(cid:415)es issued by companies that Quent Capital believes are undervalued. Opportuni(cid:415)es in undervalued equity securi(cid:415)es arise for various reasons, which may include market inefficiencies or a lack of wide recogni(cid:415)on of the poten(cid:415)al impact (posi(cid:415)ve or nega(cid:415)ve) that specific events or trends may have on the value of a security. The iden(cid:415)fica(cid:415)on of investment opportuni(cid:415)es in undervalued securi(cid:415)es is a difficult task, and there is no assurance that such opportuni(cid:415)es will be successfully recognized or acquired. While investments in undervalued securi(cid:415)es offer the opportuni(cid:415)es for above-average capital apprecia(cid:415)on, these investments involve a high degree of financial risk and can result in substan(cid:415)al losses. Event Driven Inves(cid:415)ng. The Fund, as part of its investment program, may invest in companies with pending or an(cid:415)cipated corporate events or other catalysts that are likely to trigger the market’s revalua(cid:415)on of a company. The ability to determine the impact of such events or catalysts on the price of an issuer’s securi(cid:415)es is very difficult to determine and will require Quent Capital to make predic(cid:415)ons about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securi(cid:415)es. For example, the adop(cid:415)on of new business strategies or comple(cid:415)on of asset disposi(cid:415)ons or debt reduc(cid:415)on programs by a company may not be valued as highly by the market as Quent Capital had an(cid:415)cipated, resul(cid:415)ng in losses. Therefore, there is no assurance that such events or catalysts will occur, or if they occur, that they occur in the manner an(cid:415)cipated by Quent Capital. Furthermore, the prices of securi(cid:415)es of issuers with pending or an(cid:415)cipated corporate events or catalysts tend to be more vola(cid:415)le than that of other securi(cid:415)es. Equity Securi(cid:415)es Generally. The Fund may invest in equity and equity-related securi(cid:415)es of public and private companies in the U.S. and other countries. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Fund may suffer losses if it invests in equity instruments of issuers whose performance diverges from Quent Capital’s expecta(cid:415)ons or if equity markets generally move in a single direc(cid:415)on and the Fund has not hedged against such a general move. The Fund also may be exposed to risks that issuers will not fulfill contractual obliga(cid:415)ons such as, in the case of conver(cid:415)ble securi(cid:415)es or private placements, 19  delivering marketable common stock upon conversions of conver(cid:415)ble securi(cid:415)es and registering or otherwise qualifying restricted securi(cid:415)es for public resale. Equity Price Risk. The Fund’s investment por(cid:414)olios include long and short posi(cid:415)ons in equity securi(cid:415)es. Equity securi(cid:415)es fluctuate in value in response to many factors, including, among others, the ac(cid:415)vi(cid:415)es and financial condi(cid:415)on of individual companies, geographic markets, industry market condi(cid:415)ons, interest rates and general economic environments. In addi(cid:415)on, events such as the domes(cid:415)c and interna(cid:415)onal poli(cid:415)cal environments, terrorism and natural disasters, may be unforeseeable and contribute to market vola(cid:415)lity in ways that may adversely affect investments made by the Fund. Disrup(cid:415)ve Companies. It may be difficult to predict technological, opera(cid:415)onal, financial and security price performance of securi(cid:415)es in a constantly evolving disrup(cid:415)ve environment. Companies that pursue innova(cid:415)on and disrup(cid:415)on are subject to numerous risks, including (i) compe(cid:415)(cid:415)on from other companies that may have significantly greater financial and other resources, (ii) shi(cid:332)ing user or consumer demands and frequent introduc(cid:415)ons of new products and services and (iii) the need to con(cid:415)nually improve the performance, features and reliability of their products or services, par(cid:415)cularly in response to possible compe(cid:415)(cid:415)ve offerings. Conver(cid:415)ble Securi(cid:415)es and Investments in Equity-Related Conver(cid:415)ble Securi(cid:415)es. The Fund may invest a por(cid:415)on of its capital in conver(cid:415)ble securi(cid:415)es and equity-related conver(cid:415)ble securi(cid:415)es. The value of a conver(cid:415)ble security is a func(cid:415)on of its “investment value” (determined by its yield in comparison with the yields of other securi(cid:415)es of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a conver(cid:415)ble security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the conver(cid:415)ble security’s investment value. The conversion value of a conver(cid:415)ble security is determined by the market price of the underlying common stock. If the conversion value is low rela(cid:415)ve to the investment value, the price of the conver(cid:415)ble security is influenced principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the conver(cid:415)ble security will be increasingly influenced by its conversion value. If a conver(cid:415)ble security held by the Fund is called for redemp(cid:415)on, the Fund will be required, depending on the terms of the security, to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party. Short Sales. Quent Capital engages in short sales when it believes securi(cid:415)es are overvalued and/or for hedging purposes. The Fund will incur a poten(cid:415)ally unlimited loss on a short sale if the price of the security increases prior to the (cid:415)me it purchases the security to replace the borrowed security. A short sale presents greater risk than purchasing a security outright since there is no ceiling on the possible cost of replacing the borrowed security, whereas the risk of loss on a “long” posi(cid:415)on is limited to the purchase price of the security. Closing out a short posi(cid:415)on may cause the security to rise further in value crea(cid:415)ng a greater loss. 20  Small-Cap and Mid-Cap Risks. The Fund invests in equi(cid:415)es of small- and mid-capitaliza(cid:415)on companies. Securi(cid:415)es of small- and mid-capitaliza(cid:415)on issuers may also present greater risks than investments in large cap issuers. Use of Leverage. Quent Capital does not generally expect to trade on margin. However, it expects to short securi(cid:415)es and may invest in deriva(cid:415)ve instruments that are inherently leveraged and enter into other forms of direct or indirect borrowings. Although leverage increases returns to the Partners if the Fund earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns to the Partners if the Fund fails to earn as much on such incremental investments as it pays for such funds. Leverage increases the risk of substan(cid:415)al losses (including the risk of a total loss of capital), and leverage can significantly magnify the vola(cid:415)lity of the Fund’s por(cid:414)olio. Regulatory Restric(cid:415)ons. The investment strategies pursued by the Fund may be affected by U.S. state and federal laws governing the beneficial ownership of securi(cid:415)es in public companies, which may inhibit the Fund’s ability to freely acquire and dispose of certain securi(cid:415)es. Should the Fund be affected by such rules and regula(cid:415)ons, it may not be able to transact in ways that would realize value for the Fund. In addi(cid:415)on, any changes to government regula(cid:415)ons could make some or all forms of corporate governance strategies unlawful or imprac(cid:415)cal. Accordingly, such changes, if any, could have an adverse effect on the ability of the Fund to achieve its investment objec(cid:415)ve. No Trading Guidelines; Changes in Trading Strategies and Instruments. There are no restric(cid:415)ons in the Fund’s Confiden(cid:415)al Offering Memorandum or its Partnership Agreement on such ma(cid:425)ers as the instruments or markets Quent Capital or its affiliates may trade for the Fund, the strategies it may use, the amount of leverage it may employ or the amount of por(cid:414)olio diversifica(cid:415)on it must maintain. The trading strategies employed by Quent Capital and its affiliates are con(cid:415)nually developing. Quent Capital and its affiliates are free (without no(cid:415)fying investors) to make changes in trading strategies and to trade new instruments or markets. Concentra(cid:415)on of Investments. The Fund’s por(cid:414)olio is expected to be concentrated in a limited number of industries; further the Fund’s por(cid:414)olio may, from (cid:415)me to (cid:415)me, be concentrated in a par(cid:415)cular type of security, asset class, geographic loca(cid:415)on or market capitaliza(cid:415)on. This may be the result of the Fund’s opportunis(cid:415)c inves(cid:415)ng, external market forces or the lack of liquidity in one security as compared to other securi(cid:415)es the Fund holds. Losses incurred in a posi(cid:415)on making up a significant percentage of the Fund’s capital could have a material adverse effect on the Fund’s overall financial condi(cid:415)on. This limited diversity could expose the Fund to significantly greater vola(cid:415)lity than in a more diversified por(cid:414)olio. American Depositary Receipts and Global Depositary Receipts. It is expected that a por(cid:415)on of the Fund’s will be invested in ADRs and GDRs. The depository of an unsponsored facility frequently is under no obliga(cid:415)on to distribute investor communica(cid:415)ons received from the issuer of the deposited security or to pass through vo(cid:415)ng rights to the holders of depositary receipts in respect of the deposited securi(cid:415)es. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devalua(cid:415)on and non-exchangeability), as well as a range of other 21  poten(cid:415)al risks rela(cid:415)ng to the underlying shares, which could include expropria(cid:415)on, confiscatory taxa(cid:415)on, imposi(cid:415)on of withholding or other taxes on dividends, interest, capital gains or other income, poli(cid:415)cal or social instability or diploma(cid:415)c developments that could affect investments in those countries, illiquidity, price vola(cid:415)lity and market manipula(cid:415)on. In addi(cid:415)on, less informa(cid:415)on may be available regarding the underlying shares of ADRs and GDRs, and foreign companies may not be subject to accoun(cid:415)ng, audi(cid:415)ng and financial repor(cid:415)ng standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substan(cid:415)al losses. Hedging. The Fund may u(cid:415)lize certain financial instruments and investment techniques for risk management or hedging purposes. There is no assurance that such risk management and hedging strategies will be successful, as such success will depend on, among other factors, Quent Capital’s ability to predict the future correla(cid:415)on, if any, between the performance of the instruments u(cid:415)lized for hedging purposes and the performance of the investments being hedged. Since the characteris(cid:415)cs of many securi(cid:415)es change as markets change or (cid:415)me passes, the success of the Fund’s hedging strategies may also be subject to Quent Capital’s ability to correctly readjust and execute hedges in an efficient and (cid:415)mely manner. There is also a risk that such correla(cid:415)on will change over (cid:415)me rendering the hedge ineffec(cid:415)ve. It may be more difficult to hedge a posi(cid:415)on in a smaller cap issuer than a larger-cap issuer. The Fund’s por(cid:414)olio is not expected to be completely hedged at all (cid:415)mes and at various (cid:415)mes Quent Capital may elect to be more fully hedged and at other (cid:415)mes hedged only to a limited extent, if at all. Accordingly, the Fund’s assets may not be adequately protected from market vola(cid:415)lity and other condi(cid:415)ons. Investments in Restricted Investments. The Fund may invest its assets in restricted securi(cid:415)es or securi(cid:415)es that are subject to certain liquidity restric(cid:415)ons, including, without limita(cid:415)on, lock-up periods. These securi(cid:415)es may be subject to legal or contractual restric(cid:415)ons on resale and transfer and, therefore, may be illiquid and subject to wide fluctua(cid:415)ons in value. Such securi(cid:415)es may be held by the Fund un(cid:415)l the occurrence of certain events or for an extended period, as determined by Quent Capital. The resale of restricted and illiquid securi(cid:415)es may be difficult to value and o(cid:332)en(cid:415)mes may have higher brokerage charges. Purchasing Securi(cid:415)es of Ini(cid:415)al Public Offering. From (cid:415)me to (cid:415)me the Fund may purchase securi(cid:415)es that are part of ini(cid:415)al public offerings. The prices of these securi(cid:415)es may be very vola(cid:415)le. The issuers of these securi(cid:415)es may be undercapitalized, have a limited opera(cid:415)ng history, and lack revenues or opera(cid:415)ng income without any prospects of achieving them in the near future. Some of these issuers may only make available a limited number of shares for trading and therefore it may be difficult for the Fund to trade these securi(cid:415)es without unfavorably impac(cid:415)ng their prices. In addi(cid:415)on, investors may lack extensive knowledge of the issuers of these securi(cid:415)es. The Fund may invest in securi(cid:415)es that are “new issues,” as defined by Rule 5130. Rule 5130 and Rule 5131 restrict certain persons from par(cid:415)cipa(cid:415)ng in “new issues.” Foreign Securi(cid:415)es. The Fund may invest in securi(cid:415)es of non-U.S. issuers. The Fund’s investments in securi(cid:415)es and instruments in foreign markets involve substan(cid:415)al risks not typically associated with investments in U.S. securi(cid:415)es. To the extent that the Fund makes any investments in securi(cid:415)es and 22  instruments in emerging markets, such investments will involve substan(cid:415)al risks not typically associated with inves(cid:415)ng in U.S. securi(cid:415)es and securi(cid:415)es in more developed countries. Loans and Loan Par(cid:415)cipa(cid:415)ons. The Fund may invest in corporate bank debt (“Bank Loans”) and par(cid:415)cipa(cid:415)ons therein originated by banks and other financial ins(cid:415)tu(cid:415)ons. The Fund intends to acquire interests in Bank Loans either directly (by way of sale or assignment) or indirectly (by way of par(cid:415)cipa(cid:415)on or other deriva(cid:415)ve contract). The purchaser of an assignment typically succeeds to all the rights and obliga(cid:415)ons of the assigning ins(cid:415)tu(cid:415)on and becomes a lender under the credit agreement with respect to the debt obliga(cid:415)on; however, its rights can be more restricted than those of the assigning ins(cid:415)tu(cid:415)on. Par(cid:415)cipa(cid:415)on interests in a por(cid:415)on of a debt obliga(cid:415)on typically result in a contractual rela(cid:415)onship only with the ins(cid:415)tu(cid:415)on par(cid:415)cipa(cid:415)ng out the interest, not with the borrower. In purchasing par(cid:415)cipa(cid:415)ons and other deriva(cid:415)ves, Quent Capital on behalf of the Fund generally has no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not directly benefit from the collateral suppor(cid:415)ng the debt obliga(cid:415)on in which it has purchased the par(cid:415)cipa(cid:415)on. As a result, the Fund will assume the credit risk of both the borrower and the ins(cid:415)tu(cid:415)on selling the par(cid:415)cipa(cid:415)on or other deriva(cid:415)ve contract. Risks of Inves(cid:415)ng in Real Estate Investment Trust (“REIT”) Securi(cid:415)es. The Fund may invest in securi(cid:415)es issued by en(cid:415)(cid:415)es which qualify as “real estate investment trusts” under the Code, and in securi(cid:415)es of non-REIT issuers which are primarily engaged in real estate ac(cid:415)vi(cid:415)es, such as real estate development and management. As a result, some of the Fund’s investments are subject to the risks incident to investments in REITs and companies engaged in real estate ac(cid:415)vi(cid:415)es. Money Market Instruments. Quent Capital may invest, for defensive purposes or otherwise, all or a por(cid:415)on of the Fund’s assets in high quality fixed-income securi(cid:415)es, money-market instruments, and money-market mutual funds, or hold cash or cash equivalents in such amounts as Quent Capital deems appropriate under the circumstances. However, there can be no assurances that such investments will not be subject to significant risks. Currencies. The Fund may invest por(cid:415)ons of its assets in instruments denominated in non-U.S. currencies or instruments, the prices of which are determined with reference to currencies other than the U.S. dollar, including, without limita(cid:415)on, op(cid:415)ons on non-U.S. currencies. Quent Capital may or may not seek to hedge all or any por(cid:415)on of the foreign currency exposure of the Fund. To the extent unhedged, the value of the assets of the Fund will fluctuate with U.S. dollar exchange rates as well as the price changes of the posi(cid:415)ons of the Fund in the various local markets and currencies. Private Investments. The Fund may make later-stage and early-stage private investments. Investments in the private equity of companies at an early stage of development involves a high degree of business and financial risk. Early-stage companies o(cid:332)en experience unexpected problems in the areas of product development, manufacturing, marke(cid:415)ng, financing and general management, which, in some cases, cannot be adequately solved. Investments in companies in a later-stage of development also involve substan(cid:415)al risks. These companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize opera(cid:415)ons, acquire a business or develop new products and markets. These ac(cid:415)vi(cid:415)es by defini(cid:415)on involve a significant amount of change, 23  which can give rise to significant problems in sales, manufacturing and general management of business ac(cid:415)vi(cid:415)es. Illiquid Securi(cid:415)es. In the event that certain investments held by the Fund to such a degree that such previously liquid assets are rendered illiquid, restricted or difficult to value or the Fund acquires illiquid or restricted securi(cid:415)es, the General Partner has the authority to establish addi(cid:415)onal series or sub-series of Interests, or segregated accounts to separately account for such assets from the other assets of the Fund for the benefit of the Partners at the date of such establishment.. All Partners at the date of such designa(cid:415)on will par(cid:415)cipate on a pro rata basis in such investments. Such investments may have to be held for a substan(cid:415)al period of (cid:415)me before they can be liquidated, if at all. Market prices for such investments may be vola(cid:415)le and may not be ascertainable. The resale of restricted and illiquid securi(cid:415)es o(cid:332)en may have higher brokerage charges. Such investments may represent capital not available for withdrawal by such Partners. Counterparty Risk. Some of the markets in which the Fund may effect transac(cid:415)ons are “over-the- counter” or “interdealer” markets. The par(cid:415)cipants in such markets are typically not subject to the credit evalua(cid:415)on and regulatory oversight to which members of “exchange–based” markets are subject. This exposes the Fund to the risk that a counterparty will not se(cid:425)le a transac(cid:415)on in accordance with its terms and condi(cid:415)ons because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturi(cid:415)es where events may intervene to prevent se(cid:425)lement, or where the Fund has concentrated its transac(cid:415)ons with a single or small group of counterpar(cid:415)es. Counterpar(cid:415)es in foreign markets face increased risks, including the risk of being taken over by the government or becoming bankrupt in countries with limited if any rights for creditors. The Fund is not restricted from concentra(cid:415)ng any or all of its transac(cid:415)ons with one counterparty. The ability of the Fund to transact business with any one or number of counterpar(cid:415)es and the absence of a regulated market to facilitate se(cid:425)lement may increase the poten(cid:415)al for losses by the Fund. Counterparty risks also include the failure of execu(cid:415)ng brokers to honor, execute, or se(cid:425)le trades. Broker Risk. The Fund’s assets may be held in one or more accounts maintained for the Fund by its Prime Brokers or at other brokers or custodian banks, which may be located in various jurisdic(cid:415)ons, including emerging market jurisdic(cid:415)ons. The Prime Brokers, other brokers (including those ac(cid:415)ng as sub-custodians) and custodian banks are subject to various laws and regula(cid:415)ons in the relevant jurisdic(cid:415)ons that are designed to protect their customers in the event of their insolvency. Accordingly, the prac(cid:415)cal effect of the laws protec(cid:415)ng customers in the event of insolvency and their applica(cid:415)on to the Fund’s assets may be subject to substan(cid:415)al varia(cid:415)ons, limita(cid:415)ons and uncertain(cid:415)es. Infla(cid:415)on. Infla(cid:415)on and rapid fluctua(cid:415)ons in infla(cid:415)on rates have had in the past, and may in the future have, nega(cid:415)ve effects on economies and financial markets, which may have an adverse effect on the Fund’s investments and performance. a serious problem in the future and have an adverse impact on the performance of the Fund. 24  Epidemics, Pandemics. The COVID-19 pandemic, or any future epidemic or pandemic, could adversely affect the ability of the Fund to fulfill its investment objec(cid:415)ves, and could materially result in significant losses to the Fund. Geo-Poli(cid:415)cal Conflicts. Military conflicts (including those involving Ukraine and Israel) can cause (and have caused) significant disrup(cid:415)ons to the global financial system as well as a displacement of millions of people, causing an acute refugee crisis. Item 9 – Disciplinary Informa(cid:415)on –– None. Item 10 – Other Financial Industry Ac(cid:415)vi(cid:415)es and Affiliates –– A. Neither Quent Capital, nor its representa(cid:415)ves, are registered or have an applica(cid:415)on pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representa(cid:415)ve of the foregoing. B. Gerstein Tax Service LLC. Gerstein Tax Service LLC (“Tax Service”) provides tax-related consul(cid:415)ng and tax return prepara(cid:415)on services. Tax Service will provide services under a separate engagement for a fee that will be based upon the complexity of the service performed. Quent Capital or its representa(cid:415)ves’ recommenda(cid:415)on that a client engage Tax Service for tax-related consul(cid:415)ng and tax return prepara(cid:415)on services presents a conflict of interest, as Quent Capital has an incen(cid:415)ve to recommend those services based upon compensa(cid:415)on to be received by Tax Service rather than a par(cid:415)cular client’s need. Clients are under no obliga(cid:415)on to engage Tax Service for tax-related consul(cid:415)ng and/or tax prepara(cid:415)on services and may acquire similar services through other non-affiliated en(cid:415)(cid:415)es. Certain persons associated with Quent Capital are licensed insurance producers. While they may hold their licenses, they do not ac(cid:415)vely market this fact. From (cid:415)me to (cid:415)me, a client, colleague, or acquaintance may request advice with respect to insurance ma(cid:425)ers, and these licensed persons may occasionally provide assistance. While generally immaterial, this is being disclosed out of an abundance of cau(cid:415)on and in accordance with the instruc(cid:415)ons to Form ADV. To the extent that a person associated with Quent Capital recommends that a client purchase 25  insurance, they stand to receive a commission. This presents a conflict of interest, because the commission is con(cid:415)ngent on the sale of a product, and not necessarily the client’s need. No client is under any obliga(cid:415)on to purchase any insurance from a person associated with Quent Capital. Clients are reminded that they may purchase insurance through other insurance producers. C. Quent Capital does not receive, directly or indirectly, compensa(cid:415)on from investment advisors that it recommends or selects for its clients. D. To the extent permi(cid:425)ed under applicable law, the Fund may engage in certain transac(cid:415)ons with its affiliates. In furtherance thereof, Quent Capital may, on behalf of the Fund, for liquidity, por(cid:414)olio rebalancing, trade alloca(cid:415)on or other reasons, purchase investments from, sell investments to or enter into agreements with other accounts (i.e., “cross transac(cid:415)ons”). The terms of any such cross transac(cid:415)ons will be commercially reasonable and will not be materially less favorable to the Fund than those available in the market. Quent Capital will receive no special fees or other compensa(cid:415)on in connec(cid:415)on with cross transac(cid:415)ons. Expenses incurred in a cross transac(cid:415)on will be allocated equitably in the discre(cid:415)on of Quent Capital between the Fund and the other accounts that are par(cid:415)es to the cross transac(cid:415)on. Similarly, if a transac(cid:415)on is cancelled, any costs incurred will be allocated equitably in the discre(cid:415)on of Quent Capital between the Fund and the other accounts that are par(cid:415)es to the cross transac(cid:415)on. E. From (cid:415)me to (cid:415)me, the Fund may engage in principal transac(cid:415)ons and certain other related party transac(cid:415)ons. In no event shall any such transac(cid:415)on be entered into unless it complies with applicable law. In such an event the Fund may appoint a third party (the “Independent Client Representa(cid:415)ve”) unaffiliated with Quent Capital or any of its affiliates (which may be an independent director of the Fund (if any)) to act as the agent of the Fund to give or withhold any consent of the Fund required under applicable law (subject always to applicable law), including, but not limited to, a transac(cid:415)on in which Quent Capital causes the Fund to purchase securi(cid:415)es or other instruments from, or sell securi(cid:415)es or other instruments to, Quent Capital or its affiliates. An Independent Client Representa(cid:415)ve may be paid by the Fund and may receive an indemnity from the Fund for claims arising out of its ac(cid:415)vity in such capacity. F. If the Fund and other client accounts invest in the same securi(cid:415)es as the Fund, the investments of the Fund and the other accounts will generally be made pari passu, subject to the availability of funds in the other accounts to make any such investments, any divergences in the investment strategies, investment restric(cid:415)ons, por(cid:414)olio constraints or risk limita(cid:415)ons or other limita(cid:415)ons or condi(cid:415)ons that may be applicable to the Fund or such other accounts, as the case may be, and any applicable clearing agency or exchange requirements. 26  Item 11 – Code of Ethics –– Quent Capital has adopted a Code of Ethics for all supervised persons of the firm describing its high standard of business conduct and fiduciary duty to its clients, provided however, that Quent Capital does not use its discre(cid:415)on with respect to such wealth management clients to cause them to make investments in the Fund, and any such investments are expressly agreed to by the applicable wealth management clients. The Code of Ethics includes provisions rela(cid:415)ng to the confiden(cid:415)ality of client informa(cid:415)on, a prohibi(cid:415)on on insider trading, restric(cid:415)ons on the acceptance of significant gi(cid:332)s and the repor(cid:415)ng of certain gi(cid:332)s and business entertainment items, and personal securi(cid:415)es trading procedures, among other things. All supervised persons at Quent Capital must acknowledge the terms of the Code of Ethics annually, or as amended. Quent Capital an(cid:415)cipates that, in appropriate circumstances, and consistent with client’s investment objec(cid:415)ves, it will cause accounts over which Quent Capital has management authority to effect, or will recommend to investment advisory clients or prospec(cid:415)ve clients, the purchase or sale of securi(cid:415)es in which Quent Capital, its affiliates and/or clients, directly or indirectly, have a posi(cid:415)on of interest. As previously described, Quent Capital is the investment adviser to the Fund. Quent Capital may recommend that a client invest all or a significant por(cid:415)on of a client’s assets in the Fund. In an effort to mi(cid:415)gate this conflict of interest, Quent Capital will waive its management fee charged to the client, and Quent Capital will only stand to receive its management fee from client’s assets invested in the Fund. In addi(cid:415)on, Quent Capital will also be en(cid:415)tled to receive performance based compensa(cid:415)on from the Fund related to its clients assets that invest therin. This remains a conflict of interest to the extent the Fund’s management fee exceeds the client’s nego(cid:415)ated management fee directly with Quent Capital. Because Quent Capital and its affiliates can earn compensa(cid:415)on from the Fund (both a management fee and performance compensa(cid:415)on) that could generally exceed the fee that Quent Capital would earn under its standard asset based fee schedule to its wealth management clients, the recommenda(cid:415)on that a client become an investor in the Fund presents a conflict of interest. Clients and prospec(cid:415)ve clients are provided this informa(cid:415)on to make an informed decision on whether to invest in the Fund. Quent Capital’s employees and persons associated with Quent Capital are required to follow Quent Capital’s Code of Ethics. Subject to sa(cid:415)sfying this policy and applicable laws, officers, directors and employees of Quent Capital may trade for their own accounts in securi(cid:415)es which are recommended to and/or purchased for Quent Capital’s clients. The Code of Ethics, which prohibits “front running” and provides that trades for the firm and trades for employees of the firm may occur only simultaneously with or a(cid:332)er trades are placed for clients in the same security, is designed to assure that the personal securi(cid:415)es transac(cid:415)ons, ac(cid:415)vi(cid:415)es and interests of the employees of Quent Capital will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implemen(cid:415)ng such decisions while, at the same (cid:415)me, allowing employees to invest for their own accounts. Nonetheless, because the Code of Ethics in some circumstances would permit employees 27  to invest in the same securi(cid:415)es as clients, there is a possibility that employees might benefit from market ac(cid:415)vity by a client in a security held by an employee. Employee trading is con(cid:415)nually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between Quent Capital and its clients. Item 12 – Brokerage Prac(cid:415)ces –– The Custodians and Brokers We Use Interac(cid:415)ve Brokers LLC and Fidelity Prime Services serve as the prime brokers for the Fund and clear and se(cid:425)le the Fund’s securi(cid:415)es transac(cid:415)ons that are effected through other brokerage firms. We generally recommend that our individual clients use Fidelity or Pershing, both SEC-registered broker-dealers and FINRA members, as custodian for their account. Quent Capital is independently owned and operated and is not affiliated with Fidelity or Pershing. Quent Capital may recommend or agree to permit clients to maintain their accounts at other custodians in its sole discre(cid:415)on. Quent Capital par(cid:415)cipates in the ins(cid:415)tu(cid:415)onal advisor programs offered by Fidelity and Pershing. Fidelity and Pershing offer services to independent investment advisors, which include custody of securi(cid:415)es, trade execu(cid:415)on, clearance and se(cid:425)lement of transac(cid:415)ons. Quent Capital receives benefits from Fidelity and Pershing through its par(cid:415)cipa(cid:415)on in their programs. How We Select Brokers/Custodians Quent Capital is responsible for selec(cid:415)ng broker-dealers to execute trades and nego(cid:415)a(cid:415)ng any commissions paid on such transac(cid:415)ons for the Fund. Quent Capital’s primary considera(cid:415)on in placing transac(cid:415)ons with par(cid:415)cular broker-dealers is to obtain execu(cid:415)on in the most effec(cid:415)ve manner possible. Quent Capital also takes into account a variety of other factors, including the financial strength, integrity and stability of the broker-dealer and the commissions to be paid. Quent Capital may also consider the quality, comprehensiveness and frequency of available research and other products and services considered to be of value. We seek to recommend a custodian/broker who will hold your assets and execute transac(cid:415)ons on terms that are most advantageous overall when compared to other available providers and their services. We consider a wide range of factors, including among others: 28   Combina(cid:415)on of transac(cid:415)on execu(cid:415)on services and asset custody services (generally without a separate fee for custody)  Capability to execute, clear, and se(cid:425)le trades (buy and sell securi(cid:415)es for your account)  Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.)  Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds, etc.)  Availability of investment research and tools that assist in making investment decisions  Quality of services  Compe(cid:415)(cid:415)veness of the price of services (commission rates, margin interest rates, other fees, etc.) and willingness to nego(cid:415)ate the prices  Reputa(cid:415)on, financial strength and stability  Prior service to us and our clients  Availability of other products and services that benefit us, as discussed below Brokerage and Custody Costs With respect to the Fund, brokerage and custody costs are charged directly to the Fund and each limited partner bears its propor(cid:415)onate share thereof. The products and services furnished by broker-dealers may include, among other things, wri(cid:425)en informa(cid:415)on and analyses concerning specific securi(cid:415)es, companies or sectors; market, financial and economic studies and forecasts; sta(cid:415)s(cid:415)cs and pricing or appraisal services; discussion with research personnel; special execu(cid:415)on capabili(cid:415)es; order of call and the availability of stocks to borrow for short trades. Quent Capital is authorized to pay higher prices for the purchase of securi(cid:415)es from, or accept lower prices for the sale of securi(cid:415)es to, brokerage firms that provide it with such research and trading related products and services or to pay higher commissions to such firms if Quent Capital determines such prices or commissions are reasonable in rela(cid:415)on to the overall services provided. Accordingly, the Fund may be deemed to be paying for research and other products and services with “so(cid:332)” or commission dollars. It is an(cid:415)cipated that the use of commissions or “so(cid:332) dollars” to pay for research and brokerage products and services will fall within the safe harbor created by Sec(cid:415)on 28(e) of the Exchange Act. Under Sec(cid:415)on 28(e) of the Exchange Act, research and brokerage products and services obtained with so(cid:332) dollars generated by the Fund may be used by Quent Capital to service accounts other than the Fund. Where a product or service obtained with so(cid:332) dollars provides “mixed-use” research and brokerage products and services to Quen Capital, Quent Capital will make a reasonable alloca(cid:415)on of the cost that may be paid for with so(cid:332) dollars. Fidelity does not generally charge you separately for custody services but charges you commissions or other fees on trades that it executes or that se(cid:425)le into your account. In addi(cid:415)on to the transac(cid:415)on fees charged by Fidelity or Pershing charges, you may incur “Prime Broker” or “trade away” fee for each trade that we have executed by a different broker but where the securi(cid:415)es bought or the funds from the securi(cid:415)es sold are deposited (se(cid:425)led) into your account. These fees are in addi(cid:415)on to the commissions or other compensa(cid:415)on you pay the execu(cid:415)ng broker- 29  dealer. Because of this, to minimize your trading costs, we have Fidelity execute most trades for your account. We have determined that having them execute most trades is consistent with our duty to seek “best execu(cid:415)on” of your trades. Best execu(cid:415)on means the most favorable terms for a transac(cid:415)on based on all relevant factors, including those listed above (see “How We Select Brokers/Custodians”). Client Directed Brokerage. If the client directs that trades be executed through another broker- dealer, the client is responsible for nego(cid:415)a(cid:415)ng the terms and condi(cid:415)ons (including, but not limited to, commission rates) rela(cid:415)ng to all services to be provided by that broker-dealer. Quent Capital will assume no responsibility for obtaining the “best execu(cid:415)on” of your trade through another broker- dealer. Products and Services Available to us from Fidelity Fidelity and Pershing serve independent investment advisory firms such as Quent Capital. They provide our clients and us with access to ins(cid:415)tu(cid:415)onal brokerage-trading, custody, repor(cid:415)ng and related services – many of which are not typically available to retail customers. They also make available various support services. Some of those services help us manage or administer our clients’ accounts, while other services help us manage and grow our business. Their support services are generally available on an unsolicited basis (we do not have to request them) and are at no charge to us. Services That Benefit You. Ins(cid:415)tu(cid:415)onal brokerage services include access to a broad range of investment products, execu(cid:415)on of securi(cid:415)es transac(cid:415)ons, monthly statements, and custody of client assets. The investment products available through Fidelity and Pershing include some products we might not otherwise have access or that would require a significantly higher minimum ini(cid:415)al investment by our clients. These services generally benefit you and your account. Services That May Not Directly Benefit You. Fidelity and Pershing may also make available to us other products and services that benefit us but may not directly benefit you and your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, including their own and that of third par(cid:415)es. We may use this research to service all or a substan(cid:415)al number of our clients’ accounts, including accounts not maintained at Fidelity or Pershing. In addi(cid:415)on to investment research, Fidelity and Pershing also make available so(cid:332)ware and other technology that:  Provides access to client account data (such as duplicate trade confirma(cid:415)ons and account statements)  Facilitates trade execu(cid:415)on and allocate aggregated trade orders for mul(cid:415)ple client accounts  Provides pricing and other market data  Facilitates payment of our fees from our clients’ accounts  Assists with back-office func(cid:415)ons, recordkeeping, and client repor(cid:415)ng 30  Services That Generally Benefit Only Us. Fidelity and Pershing also offer other services intended to help us manage and further develop our business enterprise. These services include:  Educa(cid:415)onal conferences and events  Consul(cid:415)ng on technology, compliance, legal and business needs  Publica(cid:415)ons and conferences on prac(cid:415)ce management and business succession  Access to employee benefits providers, human capital consultants and insurance providers Fidelity and Pershing may provide some of these services without cost, or at a discount. In other cases, they will arrange for third-party venders to provide the services to us. They may also discount or waive their fees for some of these services or pay all or a part of a third-party’s fees. Custodians also provide us with other benefits, such as occasional business entertainment for our personnel. So(cid:332) Dollars The term “so(cid:332) dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by the adviser, based on the volume of revenues generated from brokerage commissions for transac(cid:415)ons executed for clients of the adviser. Quent Capital engages in a so(cid:332) dollar program with Fidelity and Interac(cid:415)ve Brokers, LLC and may use “so(cid:332) dollars” generated by the Fund to pay for research-related services such as: wri(cid:425)en informa(cid:415)on and analyses concerning specific securi(cid:415)es, companies or sectors; market, financial and economic studies and forecasts; sta(cid:415)s(cid:415)cs and pricing or appraisal services; discussions with research personnel; and invita(cid:415)ons to a(cid:425)end conferences or mee(cid:415)ngs with management or industry consultants. Research services provided by broker-dealers may be used by Quent Capital or its affiliates in connec(cid:415)on with investment services provided to clients other than those whose transac(cid:415)ons were effected through the broker-dealer providing the service. Sec(cid:415)on 28(e) of the Securi(cid:415)es Exchange Act of 1934 provides a “safe harbor” to investment advisers who use “so(cid:332) dollars” generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to an adviser in the performance of investment decision-making responsibili(cid:415)es. Products and services that Quent Capital may receive from broker-dealers may consist of research data and analyses, financial publica(cid:415)ons, recommenda(cid:415)ons, or other informa(cid:415)on about par(cid:415)cular companies and industries (through research reports and otherwise), and other products or services (e.g., so(cid:332)ware and data-bases) that provide lawful and appropriate assistance to our Firm in the performance of our investment decision-making responsibili(cid:415)es. Consistent with applicable rules, brokerage products and services consist primarily of computer services and so(cid:332)ware that permit Quent Capital to effect securi(cid:415)es transac(cid:415)ons and perform func(cid:415)ons incidental to transac(cid:415)on execu(cid:415)on. We use such products and services in our general investment decision making, not just for those clients for which commissions may be considered to have been used to pay for the products or services. So(cid:332) dollar arrangements create a conflict by giving an investment adviser an incen(cid:415)ve to trade frequently to generate commissions to pay for these products or services, which may not be in the best interests of a clients, or, in some cases, to trade ac(cid:415)vely in certain accounts to obtain research used primarily by 31  other, less frequently traded accounts. Quent Capital a(cid:425)empts to mi(cid:415)gate these poten(cid:415)al conflicts through oversight of the use of commissions by its Chief Compliance Officer. Directed Brokerage Quent Capital does not generally accept directed brokerage arrangements (when a client requires that account transac(cid:415)ons be executed through a specific broker-dealer). In such client-directed arrangements, the client will nego(cid:415)ate terms and arrangements for their account with that broker- dealer, and Quent Capital will not seek be(cid:425)er execu(cid:415)on services or prices from other broker-dealers or be able to “batch” the client’s transac(cid:415)ons for execu(cid:415)on through other broker-dealers with orders for other accounts managed by Quent Capital. Thus, a client may pay higher commissions or other transac(cid:415)on costs or greater spreads, or receive less favorable net prices on transac(cid:415)ons for the account than would otherwise be the case. If the client directs Quent Capital to effect securi(cid:415)es transac(cid:415)ons for the client’s accounts through a specific broker-dealer, the client acknowledges that such direc(cid:415)on may cause the accounts to incur higher commissions or transac(cid:415)on costs than the accounts would otherwise incur had the client determined to effect account transac(cid:415)ons through alterna(cid:415)ve clearing arrangements that may be available through Quent Capital. Higher transac(cid:415)on costs adversely impact account performance. Transac(cid:415)ons for directed accounts will generally be executed following the execu(cid:415)on of transac(cid:415)ons for non-directed accounts. Use of Mutual and Exchange Traded Funds: Quent Capital u(cid:415)lizes mutual funds and exchange traded funds for its client por(cid:414)olios. In addi(cid:415)on to Quent Capital’s investment advisory fee described below, and transac(cid:415)on and/or custodial fees discussed below, clients will also incur, rela(cid:415)ve to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). Use of DFA Mutual Funds: Quent Capital u(cid:415)lizes the mutual funds issued by Dimensional Fund Advisors (“DFA”). DFA funds are generally only available through registered investment advisers approved by DFA. Thus, if the client was to terminate Registrant’s services, and transi(cid:415)on to another adviser who has not been approved by DFA to u(cid:415)lize DFA funds, restric(cid:415)ons regarding addi(cid:415)onal purchases of, or realloca(cid:415)on among other DFA funds, will generally apply. Order Aggrega(cid:415)on. Transac(cid:415)ons for each client account generally will be effected independently, unless Quent Capital decides to purchase or sell the same securi(cid:415)es for several clients at approximately the same (cid:415)me. Quent Capital may (but is not obligated to) combine or “batch” such orders for individual equity transac(cid:415)ons (including ETFs) with the inten(cid:415)on to obtain be(cid:425)er price execu(cid:415)on, to nego(cid:415)ate more favorable commission rates, or to allocate more equitably among its clients differences in prices and commissions or other transac(cid:415)on costs that might have occurred had such orders been placed independently. Under this procedure, transac(cid:415)ons will be averaged as to price and will be allocated among clients in propor(cid:415)on to the purchase and sale orders placed for each client account on any given day. In the event that Quent Capital becomes aware that a Firm employee seeks to trade in the same security on the same day, the employee transac(cid:415)on will either be included in the “batch” transac(cid:415)on or transacted a(cid:332)er all discre(cid:415)onary client transac(cid:415)ons have 32  been completed. Quent Capital shall not receive any addi(cid:415)onal compensa(cid:415)on or remunera(cid:415)on as the result of such aggrega(cid:415)on. Item 13 – Review of Accounts –– Gregg Fisher serves as por(cid:414)olio manager to the Fund. As por(cid:414)olio manager, Mr. Fisher is responsible for reviewing the Fund’s holdings on a con(cid:415)nual basis. Mr. Fisher is supported by an investment team comprised of employees and a team of advisors and academics. Quent Capital has a fiduciary duty to provide services consistent with the client’s best interest. Quent Capital will review client por(cid:414)olios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market condi(cid:415)ons, fund manager tenure, style dri(cid:332), account addi(cid:415)ons/withdrawals, and/or a change in the client’s investment objec(cid:415)ve. Based upon these factors, there may be extended periods of (cid:415)me when Quent Capital determines that changes to a client’s por(cid:414)olio are neither necessary, nor prudent. Clients remain subject to the fees described in Item 5 below during periods of account inac(cid:415)vity. Clients will receive at least quarterly, wri(cid:425)en reports from Fidelity and Pershing. Quent Capital may also make account statements and other reports available on its electronic portal from (cid:415)me to (cid:415)me or upon request. Quent Capital urges you to carefully review any statements or reports that you receive from Quent Capital and compare them to your official custodial records. Clients must promptly no(cid:415)fy Quent Capital if there is any change in their financial situa(cid:415)on or investment objec(cid:415)ves so that Quent Capital can review, and if necessary, revise its previous recommenda(cid:415)ons. Item 14 – Client Referrals and Other Compensa(cid:415)on –– We receive an economic benefit from Fidelity and Pershing in the form of the support products and services made available to us and other independent investment advisors that have their clients maintain accounts at Fidelity and Pershing. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Prac(cid:415)ces). The availability of Fidelity’s, or Pershing’s, products and services to us is not based on our giving par(cid:415)cular investment advice, such as buying par(cid:415)cular securi(cid:415)es for our clients. Quent Capital engages promoters to introduce new prospec(cid:415)ve clients to the Firm consistent with the Investment Advisers Act of 1940, its corresponding Rules, and applicable state regulatory requirements. If the prospect subsequently engages Quent Capital, the promoter shall generally be compensated by the us for the introduc(cid:415)on. Because the promoter has an economic incen(cid:415)ve to 33  introduce the prospect to the Firm, a conflict of interest is presented. The promoter’s introduc(cid:415)on shall not result in the prospect’s payment of a higher investment advisory fee to Quent Capital (i.e., if the prospect was to engage the Quent Capital independent of the promoter’s introduc(cid:415)on). Item 15 – Custody –– Under government regula(cid:415)ons, we are deemed to have custody of your assets if, for example, you authorize us to instruct your broker-dealer, bank or other qualified custodian, to deduct our advisory fees directly from your account. Your custodian, however, maintains actual custody of your assets. You will receive an account statement directly from your custodian at least quarterly. They will be sent to the email or postal mailing address you provided to the custodian. You should carefully review these statements promptly when you receive them. Quent Capital urges you to carefully review such statements and compare such official custodial records to the account statements and other reports that you may receive from us or that are posted to our electronic portal, if any. In addi(cid:415)on, certain clients have established asset transfer authoriza(cid:415)ons that permit the qualified custodian to rely upon instruc(cid:415)ons from Quent Capital to transfer client funds or securi(cid:415)es to third par(cid:415)es. These arrangements are disclosed at Item 9 of Part 1 of Form ADV. Also, Quent Capital and/or certain of its members engage in other services and/or prac(cid:415)ces (i.e., bill paying, password possession, trustee service, etc.) requiring disclosure at Item 9 of Part 1 of Form ADV. These services and prac(cid:415)ces result in Quent Capital having custody under Rule 206(4)-2 of the Advisers Act. Per the Rule, having such custody requires Quent Capital to undergo an annual surprise CPA examina(cid:415)on and or an Annual Fund audit, and make a corresponding Form ADV-E filing with the SEC, for as long as Quent Capital provides such services and/or engages in such prac(cid:415)ces. Item 16 – Investment Discre(cid:415)on –– Quent Capital manages money on a discre(cid:415)onary basis. Clients opening discre(cid:415)onary accounts are required to execute an advisory agreement and limited power of a(cid:425)orney that, among other things, grants us authority to manage their assets on a discre(cid:415)onary basis, meaning we have the authority to select the iden(cid:415)ty and amount of securi(cid:415)es to be bought or sold in the clients’ account. In all cases, however, such discre(cid:415)on is to be exercised in a manner consistent with the stated investment objec(cid:415)ve for the par(cid:415)cular client account. When selec(cid:415)ng securi(cid:415)es and determining amounts, Quent Capital observes the investment policies, limita(cid:415)ons and restric(cid:415)ons of the clients for which it advises, if any. To the extent your securi(cid:415)es are held in an account that are subject to taxa(cid:415)on, the sale by Quent Capital of securi(cid:415)es in your account will subject you to tax consequences. 34  Item 17 – Vo(cid:415)ng Securi(cid:415)es –– Quent Capital does not vote proxies on behalf of clients. Clients retain the responsibility for receiving and vo(cid:415)ng proxies for any and all securi(cid:415)es maintained in client por(cid:414)olios and making all elec(cid:415)ons for mergers, acquisi(cid:415)ons, tender offers, bankruptcy proceedings or other events pertaining to the client’s investment. Proxies are mailed or electronically delivered by the custodian directly to each client. Clients will receive their proxies or other solicita(cid:415)ons directly from their custodian. Clients may contact Quent Capital to discuss any ques(cid:415)ons they may have with a par(cid:415)cular solicita(cid:415)on. Item 18 – Financial Informa(cid:415)on –– A. Quent Capital does not require clients to pay fees of more than $1,200, per client, six months or more in advance. B. Quent Capital is unaware of any financial condi(cid:415)on that is reasonably likely to impair its ability to meet its contractual commitments rela(cid:415)ng to its discre(cid:415)onary authority over certain client accounts. C. Quent Capital has not been the subject of a bankruptcy pe(cid:415)(cid:415)on. 35