RIDGEBACK CAPITAL MANAGEMENT

Mandalay Financial, L.L.C. dba Ridgeback Capital Management 6750 West Loop South, Suite 1080 Bellaire, Texas 77401 (713) 667-4026 www.ridgebackcm.com March 31, 2026 This Brochure provides information about the qualifications and business practices of Mandalay Financial, L.L.C. dba Ridgeback Capital Management. If you have any questions about the contents of this Brochure, please contact Michael C. Kuznicki at 713- 667-4026 and/or mkuznicki@ridgebackcm.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Mandalay Financial, L.L.C. dba Ridgeback Capital Management is a Registered Investment Adviser. Registration of an investment adviser does not imply any level of skill or training. 1  Item 2 – Material Changes This item is used to discuss only specific material changes that are made to the Brochure and provide Clients with a summary of such changes. Mandalay Financial, L.L.C. dba Ridgeback Capital Management (“Ridgeback Capital Management” or “Firm”) will ensure that clients receive a summary of any material changes to this and subsequent Brochures within 120 days of its business’ fiscal year-end. Further, Ridgeback Capital Management will provide clients with new Brochures, as necessary, based on changes or new information, at any time, without charge. Currently, our Brochure may be requested by contacting Michael C. Kuznicki, President, at 713- 667-4026 or via email at mkuznicki@ridgebackcm.com. Additionally, the Firm’s Brochure is available on the Firm’s Web site at www.ridgebackcm.com. Additional information about Ridgeback Capital Management is also available via the SEC’s Web site at www.adviserinfo.sec.gov. The Firm’s CRD number is 113848. The SEC’s Web site also provides information about any persons affiliated with Ridgeback Capital Management who are registered, or are required to be registered, as Investment Adviser Representatives of the Firm. 2  Table of Contents ITEM 1 - COVER PAGE .................................................................................................................................................... 1 ITEM 2 – MATERIAL CHANGES ........................................................................................................................................ 2 ITEM 3 - TABLE OF CONTENTS ........................................................................................................................................ 3 ITEM 4 – ADVISORY BUSINESS ....................................................................................................................................... 4 ITEM 5 – FEES AND COMPENSATION.............................................................................................................................. 9 ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ................................................................... 11 ITEM 7 – TYPES OF CLIENTS .......................................................................................................................................... 11 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ....................................................... 12 ITEM 9 – DISCIPLINARY INFORMATION ........................................................................................................................ 13 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ...................................................................... 13 ITEM 11 – CODE OF ETHICS .......................................................................................................................................... 14 ITEM 12 – BROKERAGE PRACTICES ............................................................................................................................... 15 ITEM 13 – REVIEW OF ACCOUNTS ................................................................................................................................ 18 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION ........................................................................................ 18 ITEM 15 – CUSTODY ..................................................................................................................................................... 18 ITEM 16 – INVESTMENT DISCRETION............................................................................................................................ 19 ITEM 17 – VOTING CLIENT SECURITIES ......................................................................................................................... 19 ITEM 18 – FINANCIAL INFORMATION ........................................................................................................................... 19 3  Item 4 – Advisory Business Advisory Services and Fees Ridgeback Capital Management was formed in January 1999 and is owned by Michael C. Kuznicki who serves as President and Chief Compliance Officer (“CCO”). Ridgeback Capital Management provides investment advisory services to its Clients by effecting purchases and sales of mutual fund shares and individual securities in its Clients’ accounts. In providing such services, Ridgeback Capital Management may advise directly and/or invest Clients' funds through other investment advisers, money managers, and/or investment companies. Frontier Asset Management, LLC. (“Frontier”) Ridgeback Capital Management offers its Clients access to mutual and exchange-traded fund portfolios provided and managed by Frontier. As a Sub-Advisor, Frontier offers investment management services primarily through portfolios managed within a specific framework of return objectives and limits on risk. This allows Ridgeback Capital Management to assist Clients in selecting a portfolio consistent with their goals, preferences, and tolerance for risk. Frontier’s Core Strategies consist of Global Opportunities, Long-Term Growth, Moderate Growth, Balanced, Conservative, and Capital Preservation. These portfolios are constructed using 16 asset classes and are designed to satisfy the “core portfolio” needs of investors at defined risk levels. Each strategy has an approximate one-year downside risk target (ranging from -2% to -25%) and a target long-term asset class allocation. Frontier will manage portfolios for Clients on a discretionary basis in accordance with the model’s allocation and risk constraints. Frontier conducts ongoing research regarding fund selection and monitors each account on an on-going basis. Frontier also prepares materials periodically to assist Ridgeback Capital Management in conducting periodic performance reviews of each Client account. Frontier charges an annual advisory fee to manage its model portfolios. Frontier requires payment in advance at the beginning of each calendar quarter. Please note, Frontier’s advisory fee is included in Ridgeback Capital Management advisory fee. Ridgeback Capital Management pays Frontier from the advisory fee collected by Ridgeback Capital Management (see Item 5 Fees and Compensation). Ridgeback Capital Management’s advisory fee does not include brokerage transactions charged by Charles Schwab associated with fund purchases and sales. Funds purchased for Client accounts charge fund operating expenses that are deducted from the assets of the fund. These fund expenses are in addition to advisory fees. Upon written notification, the Frontier relationship agreement may be terminated by either Ridgeback Capital Management 4  or Client. Prorated fee refunds are given for accounts that are terminated during a quarter for fees that were charged in advance but not earned. 5  Smith Group: Principal Investment Strategy: Large Cap Focused Equity Smith Asset Management Group’s research has shown that companies that can sustainably grow earnings faster than expected will outperform. Because investors delay recognition of change, this phenomenon of unexpected earnings growth — the earnings expectations gap — will persist. Smith Group uses quantitative and qualitative analysis to implement a repetitive, multi-step engineering approach to portfolio management designed to identify high quality, reasonably valued companies that Smith Group believes are poised to deliver an earnings growth rate in excess of investor expectations. The common characteristic of all portfolio holdings is Smith Group’s proven ability to identify companies capable of generating unexpected earnings growth. Smith Group constructs and monitor portfolios to maintain an appropriate level of diversification by sector and industry. Fundamental characteristics such as valuation, earnings quality and growth potential are managed in relation to portfolio risk, benchmark relative exposures, and historical alignment. The Smith Group Large Cap Focused Equity strategy will generally invest in a portfolio of 35-45 common stocks that Smith Group believes offers the best potential for earnings growth with the lowest risk of negative earnings surprises. Stocks may be sold if they exhibit negative investment or performance characteristics, including: a negative earnings forecast or report, valuation concerns, deterioration of financial and earnings quality or announcement of a buyout. Smith Group will manage portfolios for Clients on a discretionary basis in accordance with the Investment Policy Statement or equivalent document, specific to each Client. As detailed above, the portfolios will consist of stocks unless otherwise agreed. Smith Group conducts ongoing research regarding stocks and will select stocks specific to each Client. Smith Group monitors each account on an ongoing basis and will purchase or sell stocks on a discretionary basis consistent with the investment policies of each account. Smith Group also prepares materials periodically to assist Ridgeback Capital Management in conducting periodic portfolio reviews of each Client account. Smith Group, as sub-advisor, charges an annual fee to manage its Large Cap stock portfolios. Smith Group requires payment in arrears at the beginning of each calendar quarter. Smith Group’s advisory fee is included in Ridgeback Capital Management’s advisory fee. Ridgeback Capital Management pays Smith Group from the advisory fee collected by Ridgeback Capital Management. (see Item 5 Fees and Compensation). Accounts are debited shortly after the beginning of each quarter, based on the value of the account on the last day of the preceding quarter. Smith Group’s fee, as sub- advisor, does not include brokerage transaction fees associated with purchases and sales of stocks for the account. These fees and expenses are in addition to Smith Group’s fees. Upon written notification, the Smith Group relationship agreement may be terminated by either Ridgeback Capital Management or Client. Prorated fees are collected for accounts that are terminated during a quarter for fees that were not charged but not earned. 6  Ridgeback Asset Management with Schwab Ridgeback Capital Management will assist Clients in choosing an appropriate program based on Client’s individual goals and to accomplish Client’s investment objectives. Ridgeback Capital Management may perform asset allocation and mutual fund/securities selection services for its Clients. Certain Clients of Ridgeback Capital Management may participate in the Managed Account Program as offered by Ridgeback Capital Management. Ridgeback Capital Management will not maintain custody of the property in Clients’ accounts; Client will enter an agreement with Schwab ("the Custodian") under which the Custodian will maintain custody of the property in the accounts. Clients in the Managed Account Program will be charged an annual fee that will be charged quarterly in advance (the “Advisory Fee”) based on a percentage of assets under management and based on actual days in the previous quarter. See Ridgeback Capital Management’s standard fee in Item 5 below. The Advisory Fee does not include any bank fees, margin interest, national securities exchange fees, wire transfer fees or other costs or fees associated with securities transactions or required by law. Clients’ funds awaiting investment may be placed in a money market fund; Ridgeback Capital Management’s fees do not include any internal fund fees and expenses. Money market funds may be affiliated with the Custodian. Accounts with funds invested in mutual and exchange-traded funds will bear a proportionate share of the fund’s internal fees and expenses, which are not included in Ridgeback Capital Management’s fees. Clients should review all fees and expenses charged by mutual and exchange traded funds, Ridgeback Capital Management, and others to fully understand the total amount of fees and expenses the Client will pay. 7  Third Party Money Manager Programs Ridgeback Capital Management may enter into advisory agreements with other registered investment advisers to offer advisory services of the other adviser. Under this agreement, a portion of the fees paid may be shared with Ridgeback Capital Management. Ridgeback Capital Management will perform continuous due diligence review and executed agreements will be on file for these arrangements. This advisory agreement will be disclosed by Ridgeback Capital Management at the time the service is provided to Clients by delivery of the Form ADV Part 2A for the applicable advisory firm. Miscellaneous Advisory Services Additionally, on an occasional basis, Ridgeback Capital Management may provide Clients with miscellaneous investment advisory services, such as financial planning and investment selection, with regard to assets or matters that are not subject to management or supervisory agreement. Such relationships will be documented in writing and Ridgeback Capital Management will charge an hourly rate of between $150 and $250 per hour for such services. Termination of Agreements Clients are required to sign an investment advisory agreement with Ridgeback Capital Management. The agreement provides that it shall be continuous until one party to the agreement terminates it. Each agreement provides that the Client may terminate the agreement within five business days of its effective date without paying any fees or penalties to Ridgeback Capital Management. The agreement also provides that once the initial five-day period has passed, either party to the agreement may terminate the agreement at any time by providing written notice to the other party and any unearned fee will be returned to the client. Ridgeback Capital Management does not have discretionary authority for any of the assets it directly manages. In addition, Ridgeback Capital Management does not have discretion to substitute third-party managers in these third-party managed accounts. Any third-party manager used by the client, however, will maintain trading discretion over the respective account. As of December 31, 2025, the Firm had approximately $171,494,579 in assets under management. 8  Item 5 – Fees and Compensation Ridgeback Capital Management’s standard advisory fee is based on a sliding scale, determined by the total of the client’s assets under management. This fee typically is 1% of assets under management. If a sub-advisor is utilized, the sub-advisor’s standard fee will be deducted from the fee charged by Ridgeback Capital Management. For example, if the Ridgeback fee is 1% and the subadvisors fee is .5%, the total fee paid by the client would be 1% and Ridgeback and the subadvisor would each be paid .5%. Ridgeback Capital Management’s fees may vary depending on a number of factors, including, but not limited to, the aggregate amount of funds under management and the aggregate funds under management in household related accounts. As a result, fees may vary from Client to Client. Fees are subject to negotiation. Payment of Fees Clients may pay Ridgeback Capital Managements’ fees directly or a Client may authorize the deduction of fees from the Client’s account, which the Custodian maintains. The Custodian will not verify Ridgeback Capital Management’s fee calculation. Clients may issue written instructions directing Ridgeback Capital Management to deduct fees from one of the Client’s Ridgeback Capital Management accounts to pay the fees of another of the Client’s Ridgeback Capital Management accounts. For specific information on the fees associated with the various programs offered by Ridgeback Capital Management, Clients should consult Item 4 above and/or the ADV Part 2As of the various investment managers. Management fees shall be prorated for each capital contribution and withdrawal made during the applicable calendar quarter (with the exception of de minimis contributions and withdrawals as determined by Ridgeback Capital Management). Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Upon execution of the Client Agreement and availability of client assets for management, the first fee will be prorated through the end of the quarter and paid at commencement of investment management. Upon termination of any account, any prepaid, unearned fees will be promptly refunded and any earned unpaid fees will be due and payable. 9  For some of Ridgeback Capital Management programs, fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which will be incurred by the Client while others are all inclusive (“Wrap programs”) depending on the structure of the program. Unless Clients are in one of the Wrap programs, they may incur certain charges imposed by custodians, brokers, third party investment and other third parties. These charges could include things such as fees charged by managers, custodial fees, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in each fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to Ridgeback Capital Management’s fee and the Firm will not receive any portion of these commissions, fees, and costs. Ridgeback Capital Management prepares written financial plans for its Clients upon request. The design fee for the preparation of such plans ranges from $1,000 to $5,000 and may be charged at an hourly rate or for a fixed fee. Hourly rates and fixed fees vary according to the Client’s situation, and the Client is required to agree to all design fees in writing. The design fee is negotiable, and it may be waived in certain circumstances. The factors involved in negotiating the fee may include the size of any accounts the Client maintains (or proposes to maintain) and any other relationship between the Client and Ridgeback Capital Management. The design fee is ultimately based upon the education and expertise needed to prepare the plan and the complexity of the Client’s financial situation. Design fees are payable within 30 days of completion and delivery of the Financial Plan to the Client. 10  Item 6 – Performance-Based Fees and Side-By-Side Management Ridgeback Capital Management only charges fees based on assets under management does not charge any performance-based fees such as those based upon a share of capital gains on or capital appreciation of the assets of a Client. Item 7 – Types of Clients Ridgeback Capital Management provides financial planning and investment advisory services to individuals, high net worth individuals, corporations, trusts or estates and charitable institutions. For some programs, the Firm has negotiable minimum account sizes. Clients should consult the information on Clients contained in Item 4 above and/or the ADV Part 2A as of the various investment managers. 11  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Modern Portfolio Theory (MPT) is a theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk or equivalently minimize risk for a given level of expected return, by carefully choosing the proportions of various assets. MPT is a mathematical formulation of the concept of diversification in investing, with the aim of selecting a collection of investment assets that has collectively lower risk than any individual asset. That this is possible can be seen intuitively because different types of assets often change in value in opposite ways. For example, as prices in the stock market tend to move independently from prices in the bond market, a collection of both types of assets can therefore have lower overall risk than either individually. The Firm practices comprehensive financial planning and portfolio management minimizing risk and expenses, to assist clients in achieving their goals. Concept – The fundamental concept behind MPT is that the assets in an investment portfolio should not be selected individually, each on their own merits. Rather, it is important to consider how each asset changes in price relative to how every other asset in the portfolio changes in price. Investing is a tradeoff between risk and expected return. In general, assets with higher expected returns are riskier. For a given amount of risk, MPT describes how to select a portfolio with the highest possible expected return. Or, for a given expected return, MPT explains how to select a portfolio with the lowest possible risk (the targeted expected return cannot be more than the highest-returning available security, of course, unless negative holdings of assets are possible). Risk and Expected Return MPT assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. 12  Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the Firm or the integrity of the Firm’s management. Ridgeback Capital Management has no information to disclose under this Item. Item 10 – Other Financial Industry Activities and Affiliations Mr. Kuznicki runs a CPA firm, Michael C Kuznicki CPA. As such, clients may retain him for his CPA services under a separate engagement. Additionally, Mr. Kuznicki is an agent for various insurance companies. Clients may pay an insurance commission for insurance products. These fees are separate from investment management fees and payable to Mr. Kuznicki directly as the insurance agent. 13  Item 11 – Code of Ethics Ridgeback Capital Management has adopted a Code of Ethics for all Supervised Persons of the Firm describing its high standard of business conduct and its fiduciary duty to its Clients. The Code of Ethics includes provisions relating to the confidentiality of Client information, a prohibition on insider trading, restrictions on, and the reporting of gifts and gratuities and personal securities trading procedures, among other things. All Supervised Persons at Ridgeback Capital Management must sign an acknowledgement, acceptance, and understanding of the terms of the Code of Ethics, annually. Clients or prospective Clients may obtain a copy of the Firm’s code of ethics upon request from Michael C. Kuznicki. With respect to those accounts which Ridgeback Capital Management manages directly, no security may be bought or sold by a principal or employee or associated person of Ridgeback Capital Management before Ridgeback Capital Management’s Clients’ accounts have had the opportunity to make such transactions as appropriate. Principals and employees will not receive a more favorable execution price on a particular day than those received by Ridgeback Capital Management’s investment advisory Clients. To prevent conflicts of interest, all employees and associated persons of Ridgeback Capital Management must comply with the firm’s Written Supervisory Procedures, which impose restrictions on the purchase or sale of securities for their own accounts and the accounts of certain affiliated persons. The Written Supervisory Procedures require prior clearance and monthly reports on all personal securities transactions, except transactions in investment company securities and/or other exempt transactions. Further, such Written Supervisory Procedures impose certain policies and procedures concerning the misuse of material non-public information that are designed to prevent insider trading by any officer, partner, or associated person of Ridgeback Capital Management. Notwithstanding the above, Ridgeback Capital Management, and/or its members, employees or associated persons may purchase for themselves similar or different securities as are purchased or recommended for investment advisory Clients of Ridgeback Capital Management, and different securities or transactions may be effected or recommended for different investment advisory Clients of Ridgeback Capital Management. 14  Item 12 – Brokerage Practices Ridgeback does not maintain custody of your assets that we manage or on which we advise although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account. Your assets must be maintained in an account at a “qualified custodian,” generally a broker dealer or bank. We recommend that our clients use Charles Schwab & Cp/, Inc. (Schwab) a registered broker-dealer, member SIPC, as the qualified custodian. We are independently owned and operated and not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to do so. While we recommend that you use Schwab as custodian, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in item 14. You should consider these conflicts of interest when selecting your custodian. We do not open the account for you, although we may assist you in doing so. Even though your account is maintained at Schwab, we can still use other brokers to execute trades for your account as described below. In selecting brokers and evaluating the reasonableness of their commissions, Ridgeback Capital Management considers the following factors: the range and quality of the products the broker offers, the technical support the broker provides, the broker’s execution capability, the commissions to be paid, the financial responsibility of the broker, and the responsiveness of the broker to the Firm. Michael C. Kuznicki will conduct a review of all brokerage arrangements and best execution at least annually. Directed brokerage is allowed on an exception basis. For our Client’s accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that executed or that settled in your Schwab account. Certain trades (e.g., many mutual funds, and U.S. exchange-listed equites and ETF’s) may not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on uninvested cash in your account in Schwab’s cash features program. We are not required to select the broker dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trade through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, included listing above see. By using other broker dealers, you may pay lower transaction costs. Ridgeback Capital Management may purchase bonds or sell bonds for Clients’ accounts through Dzik Investments, LLC, a branch office of Shearson Financial, LLC. Shearson Financial, LLC may pay a portion of their commission/markup to its registered representatives, Robert Dzik or Justin Dzik.. Justin Dzik is the husband of Marisa Ponti, Wealth Management Associate at Ridgeback Capital Management. Ridgeback Capital Management receives no commissions or 15  other compensation for these transactions. Schwab supplies Ridgeback Capital Management with products and services that assist the firm in managing and administering Clients’ accounts. These products and services include software and other technology that provide Ridgeback Capital Management with access to Client account data at Schwab (such as trade confirmations and account statements), facilitate trade execution, provide pricing information and other market data, facilitate payment of our fees from Clients’ accounts, and assist with back-office support, recordkeeping, and Client reporting. Products and services available to us from Schwab Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like ours. They provide us and our clients with access to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through our firm. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available at no charge to us. Following is a more detailed description of Schwab’s support services: Services that benefit you. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that do not directly benefit you. Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts and operating our firm. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: Provide access to client account data (such as duplicate trade confirmations and account statements) Facilitate trade execution and allocate aggregated trade orders for multiple client accounts Provide pricing and other market data Facilitate payment of our fees from our clients’ accounts 16  Assist with back-office functions, record keeping, and client reporting Services that generally benefit only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: Educational conferences and events Consulting on technology and business needs Publications and conferences on practice management and business succession Access to employee benefits providers, human capital consultants, and insurance providers Marketing consulting and support Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment for our personnel. If you did not maintain your account with Schwab, we would be required to pay for these services from our own resources. Our interest in Schwab’s services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services. These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, that taken in the aggregate, our recommendation of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services and not Schwab’s services that benefit only us. 17  Item 13 – Review of Accounts Ridgeback Capital Management offers managed account programs to its Clients. These managed accounts are monitored on a systematic basis, and each account is reviewed at least annually by Michael C. Kuznicki or another designated principal. Notwithstanding the above, more active accounts and larger accounts may be reviewed more often. The number of accounts that each principal reviews will depend on the number of accounts in the firm. The nature and frequency of reports to Clients are determined primarily by the particular needs and requests of each Client. Generally, Clients of the Managed Account Program are issued semi- annual performance reports by Ridgeback Capital Management and the Client will also receive monthly or quarterly account statements from the custodian detailing all activity in the Client’s managed account. With regards to the Frontier and Smith Group programs, Clients will receive periodic reports generated by the program sponsors, as disclosed in the Client agreements and Form ADV Part 2A Appendix which are related to each respective program. Item 14 – Client Referrals and Other Compensation Neither Ridgeback Capital Management nor any of its Supervised Persons receives any economic benefits from any persons or entities who are not Clients. Further, Ridgeback Capital Management or any of its Supervised Persons do not directly or indirectly compensate any person or entity for Client referrals. We receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Schwab. We benefit from the products and services provided because the cost of these services would otherwise be borne directly by us, and this creates a conflict. You should consider these conflicts of interest when selecting a custodian. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12—Brokerage Practices). Item 15 – Custody Clients will receive at least quarterly statements from the broker/dealer, bank or other qualified custodian that holds and maintains Clients’ investment assets. Ridgeback Capital Management urges its Clients to carefully review such statements and compare such official custodial records to any account statements or information that Ridgeback Capital Management may provide to them. Ridgeback Capital Management’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Under securities regulations, we are deemed to have custody of your assets if, for example, you authorize us to instruct Schwab to deduct our advisory fees directly from your account or if you grant us authority to move your money to another person’s account. 18  Item 16 – Investment Discretion Ridgeback Capital Management currently does not manage any investment accounts where it has discretionary authority. The third-party money managers it utilizes do have discretionary authority over the assets invested with them. The Client should consult the Form ADV Part 2A Appendix for each manager for more information on processes, procedures, and any limitations on such authority. Item 17 – Voting Client Securities It is the general policy of Ridgeback Capital Management to not vote proxies for those securities held in all Client accounts. Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in Client portfolios. However, in certain instances, the Firm may provide advice to Clients concerning the voting of proxies. A client should review the Form ADV Part 2A of the respective third-party money manager for their policies with regard to voting proxy on securities held at their account at the third-party manager. Item 18 – Financial Information Ridgeback Capital Management is well capitalized and has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding. 19