Sage Mountain Advisors, LLC

SAGE MOUNTAIN ADVISORS, LLC 945 East Paces Ferry Road NE, Suite 2660 Atlanta, GA 30326 (404) 795-8361 www.sagemountainadvisors.com July 9, 2026 This Brochure provides information about the qualifications and business practices of Sage Mountain Advisors, LLC (hereinafter “Sage Mountain” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training.  Item 2 – Material Changes This Brochure dated July 9, 2026, replaces our last annual amendment dated March 17, 2026. Item 4 – • The following information reflects only material updates made to our Brochure since our last Advisory Business - other than annual amendment, dated March 17, 2026: • Added a section for the Fully Paid Lending Program (“FPLP”), Variable Prepaid Forward Contracts (“VPF”s), Structured Notes, and Private Placement Life Insurance (“PPLI”) and Private Placement Variable Annuities Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss – (“PPVA”) Added • Brokerage Practices Item 12 – risk language for VPFs and Structured Notes -Added conflicts language for VPFs and Schwab • Item 14 – Client Referrals and Other Compensation – custodial relationship Item 17 – Voting Client Securities – • Added language for FPLP Added language for FPLP ii  Item 3 – Table of Contents Item 2 – Material Changes.................................................................................................................................................... ii Item 3 – Table of Contents .................................................................................................................................................. iii Item 4 – Advisory Business ................................................................................................................................................. 1 Item 5 – Fees and Compensation ...................................................................................................................................... 6 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................................... 9 Item 7 – Types of Clients ...................................................................................................................................................... 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 10 Item 9 – Disciplinary Information .................................................................................................................................. 19 Item 10 – Other Financial Industry Activities and Affiliations ........................................................................... 19 Item 11 – Code of Ethics ..................................................................................................................................................... 20 Item 12 – Brokerage Practices ......................................................................................................................................... 21 Item 13 – Review of Accounts .......................................................................................................................................... 25 Item 14 – Client Referrals and Other Compensation .............................................................................................. 26 Item 15 – Custody .................................................................................................................................................................. 26 Item 16 – Investment Discretion ..................................................................................................................................... 27 Item 17 – Voting Client Securities .................................................................................................................................. 28 Item 18 – Financial Information ...................................................................................................................................... 28 iii  Item 4 – Advisory Business 4. A. Advisory Firm Description Sage Mountain offers a variety of advisory services, which include financial planning, consulting, and wealth management services. Prior to Sage Mountain rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with Sage Mountain setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). As part of our fiduciary duty as a registered investment adviser, Sage Mountain endeavors to put the interests of its clients first, at all times. Sage Mountain has been registered as an investment adviser since September 2018 and is owned by Scott Neu (principally through Lake Chutes, LLC.). While this brochure generally describes the business of Sage Mountain, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on Sage Mountain’s behalf and 4.B. Types of Advisory Services are subject to the Firm’s supervision or control. Financial Planning and Consulting Services • • Sage Mountain offers clients a broad range of financial planning and consulting services, which include any or all of the following functions: • • Business Planning Retirement Planning • • Cash Flow Forecasting Risk Management • • Trust and Estate Planning Charitable Giving • • Financial Reporting Distribution Planning • • Investment Consulting Tax Planning Insurance Planning Manager Due Diligence While each of these services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). In performing these services, Sage Mountain is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. Sage Mountain recommends certain clients engage the Firm for additional related services and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the 1  Firm to recommend that clients engage Sage Mountain or its affiliates to provide (or continue to provide) additional services for compensation, including wealth management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by Sage Mountain under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Sage Mountain’s Wealth Management Services recommendations and/or services. Sage Mountain offers clients wealth management services, which include a broad range of financial planning and consulting services as well as discretionary and/or non-discretionary management of investment portfolios. Sage Mountain primarily allocates client assets among various mutual funds, exchange- traded funds (“ETFs”), real estate investment trusts (“REITs”) and independent investment managers (“Independent Managers”) in accordance with their stated investment objectives. In addition, Sage Mountain expects to recommend that certain eligible clients invest in privately placed securities including pooled investment vehicles such as hedge funds and private equity funds. Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios. Clients can engage Sage Mountain to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Sage Mountain directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the Use of Independent Managers underwriting insurance company, or the custodian designated by the product’s provider. As mentioned above, Sage Mountain selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager may be set forth in a separate written agreement with the designated Independent Manager. In addition to this brochure, clients may also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. Sage Mountain evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Sage Mountain also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and 2 research capabilities, among other factors.  Sage Mountain continues to provide services related to the discretionary or non- discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. Sage Mountain seeks to ensure the Independent Managers’ strategies and target allocations Fully Paid Securities Lending Program remain aligned with its clients’ investment objectives and overall best interests. Sage Mountain may present certain eligible clients with the opportunity to participate in a Fully Paid Securities Lending Program. Participation in the program is entirely voluntary. Clients must independently elect to enroll and execute a separate Master Securities Lending Agreement (MSLA) directly with Fidelity, which governs all lending transactions. Sage Mountain will assist interested clients in coordinating with Fidelity to facilitate the account set up. Sage Mountain does not control or manage lending activity. The selection of securities to be loaned, or the terms of any loan transactions, are controlled by Fidelity pursuant to the client’s agreement with Fidelity. Clients participating in the program receive a portion of the revenue generated from securities lending activities, while Fidelity retains a portion of such revenue pursuant to the terms of the applicable securities lending agreement. Sage Mountain does not receive compensation in connection with the program. Under this program, clients who elect to enroll authorize Fidelity to borrow fully paid or excess-margin securities held in their accounts at any time and without prior notice to the client. Fidelity is not obligated to borrow any specific security or guarantee that any securities will be loaned. In return for securities borrowed, clients receive collateral (cash, U.S. Treasury securities, or other SEC-approved securities under Exchange Act Rule 15c3-3) held at an independent custodial bank, and earn a lending fee based on the market value of the securities on loan. Lending rates paid to the client by the Custodian are credited to the client’s account on a periodic basis. Several factors, including borrowing demand, the overall lendable supply of the security, short-selling and hedging interest, and general market conditions can impact the lending rate. Loans are generally open-ended and may be terminated by the client or Custodian at any time. Clients maintain full economic ownership of the securities on loan and retain the ability to sell loaned securities at any time, which will automatically terminate the applicable loan. If securities are on loan over a dividend record date, clients will generally receive a substitute payment (“cash-in-lieu”) instead of the actual dividend payment from the issuer. Cash-in-lieu payments may be taxed differently than qualified dividends and could result in less favorable tax treatment. To reduce the potential tax impact, Fidelity may, in certain cases, recall loaned securities prior to a dividend record date so that clients may receive the actual dividend. In addition, Fidelity may apply an annual credit adjustment to certain taxable accounts intended to partially offset the tax difference associated with cash-in-lieu payments. There is no guarantee that such adjustments will fully offset any tax consequences. 3  Participation in a fully paid securities lending program involves additional risks. When securities are loaned, clients are exposed to counterparty risk, as the borrower may fail to return the securities, in which case recovery is generally limited to the collateral held by a third-party custodian, There is a risk that collateral values may decline or may not be sufficient to fully cover the value of the loaned securities at the time of recovery. The Custodian also maintains the right to liquidate a securities lending transaction in the event of certain credit or default conditions, as defined under applicable FINRA rules and regulations. Item 17 – Proxy Voting . Under the lending agreement, clients relinquish their ability to exercise voting rights. Please refer to Securities lending income is variable and dependent on market conditions, including supply and demand for specific securities, and loans may remain outstanding for an indefinite period until terminated by the client or the borrower. covered under the provisions of the In addition, fully paid securities on loan are not Securities Investor Protection Act of 1970. In certain market conditions, securities may become “hard to borrow,” which may affect the availability of securities for lending due to Alternative Investments reduced supply or market liquidity constraints. Private Investment Funds Sage Mountain provides discretionary investment advisory services to pooled investment vehicles (the “Private Investment Funds”) in accordance with the investment guidelines set forth in each Private Investment Fund’s offering documents. Sage Mountain is responsible for the investment decisions and performance of the Private Investment Funds. Sage Mountain does not tailor its investment advice to the needs of the investors of the Private Investment Funds. Investors are required to meet certain suitability requirements, such as being an “Accredited Investor,” a “Qualified Client” and/or a “Qualified Purchaser” as defined under federal laws. Investors interested in a Private Investment Fund should refer to the Private Investment Fund’s offering documents for important information regarding the Private Investment Fund’s investment objectives, risks, fees and additional disclosures for a complete understanding of the terms and conditions for investing in the relevant Private Investment Fund. An affiliate of Sage Mountain, Sage-Mtn Tiger Global PIP 15 Access GP, LLC, a Delaware limited liability company, is the General Partner of Sage-Mtn Tiger Global PIP 15 Access Fund LP. An affiliate of Sage Mountain, Sage-Mtn Tiger Global Flagship Fund Onshore GP, LLC, a Delaware limited liability company, is the General Partner of Sage-Mtn Tiger Global Flagship Fund Onshore. An affiliate of Sage Mountain, Sage-Mtn Tiger Global Flagship Fund Cayman GP LLC, a Cayman Islands exempted limited partnership, is the General Partner of Sage-Mtn Tiger Global Flagship Fund Cayman. Variable Prepaid Forward (“VPF”) Contracts We may recommend that certain eligible clients enter into Variable Prepaid Forward Contracts (“VPFs”), which are privately negotiated derivative transactions typically used to 4 monetize a concentrated equity position while deferring the timing of a taxable sale.  Under a VPF, a client receives an upfront cash payment in exchange for agreeing to deliver, at a future date, a variable number of shares of a reference security (or the cash equivalent), based on the market price of that security at settlement. VPFs are available to clients who qualify as Eligible Contract Participants (“ECPs”) under applicable law. Clients must meet applicable financial sophistication and asset thresholds, and accounts generally cannot be aggregated to meet such thresholds. Structured Notes Sage Mountain may recommend or implement structured note investments for certain eligible clients. Sage Mountain evaluates the suitability of structured notes based on the client’s investment objectives and risk tolerance and monitors such investments as part of its ongoing advisory services. Private Placement Life Insurance (“PPLI”) and Private Placement Variable Annuities (“PPVA”) Item 5 - Fees and SMA offers to PPLIs and PPVAs qualified clients which involves investing in both publicly Compensation traded securities and private illiquid investments. Please refer to for more information regarding SMA’s fees related to PPLI and PPVA advisory services. 4.C. Client Investment Objectives/Restrictions Sage Mountain tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. Sage Mountain consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify Sage Mountain if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Sage Mountain determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s 4.D. Wrap-Fee Programs management efforts. Sage Mountain does not currently participate in any wrap-fee programs. 5  4.E. Client Assets as of December 31, 2025: Assets Under Management: Discretionary basis: $4,286,222,457 Assets Under Advisement: Non-Discretionary basis: $601,981 $2,966,121,670 Item 5 – Fees and Compensation 5.A. Adviser Compensation Sage Mountain offers wealth management services generally for a quarterly fee subject to the terms of each client’s written Advisory Agreement. Fees may be either a fixed annual fee or based upon assets under the Firm’s management or advisement. Clients may also be subject to a minimum fee. In addition, the Firm offers standalone financial planning services Wealth Management Fees for a fixed fee. Sage Mountain offers wealth management services for a quarterly fee based on a fixed annual fee, or the average daily balance of assets managed or advised upon during the billing period. Fees for the first billing period will be pro-rated beginning when the account is funded, or the fixed fee takes effect through the last day of the billing period. This management fee varies from 0.20% to 1.25% per annum depending upon the size and complexity of a client’s Minimum Annual Fee portfolio and the type of services rendered. Account relationships who wish to engage our services may do so by agreeing to a minimum annual fee of $100,000, billed quarterly and in arrears. Sage Mountain, in its sole discretion, reserves the right to waive its minimum fee and/or charge a lesser investment advisory fee based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future assets, related accounts, negotiations with clients, etc.). Clients should note that similar advisory services may (or may not) be available from other investment advisors for similar or lower fees. Due to the complexity of certain relationships, Sage Mountain may negotiate a base fee higher than the minimum fee plus an asset-based fee of 0.05%. Base fees charged in these complex relationships are negotiable, but generally range from $100,000 to $750,000 per Financial Planning and Consulting Fees year, billed quarterly and in arrears. For consulting services, the Firm provides with respect to certain client holdings that are not managed on a regular basis (e.g., held-away assets, concentrated positions, accommodation 6  accounts, alternative investments, etc.), Sage Mountain may negotiate a fee rate that differs from the wealth management fee set forth above. This will be a fixed fee for financial planning services, and a fixed or asset-based fee for investment consulting services, under stand-alone engagements. These fees are negotiable depending upon the scope and complexity of the services and the professional rendering the financial planning and/or the consulting services. If the client engages the Firm for additional investment advisory services, Sage Mountain may offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. Sage Mountain may also charge a fee for reporting on non-managed assets. This “reporting only” fee is typically a quarterly fee of 0.05% billed in arrears. The terms and conditions of the financial planning and/or consulting engagement are set forth in the Financial Planning and/or Investment Consulting Agreement and Sage Mountain requires one-half of the fee payable upon execution of the agreement. The outstanding Trustee Services Fees balance is due upon delivery of the financial plan or completion of the agreed upon services. Sage Mountain supervised persons may serve as trustee for client accounts. When such services are provided, Sage Mountain will charge a fee for these services in accordance with the applicable services agreement. Trustee fees are determined based on the complexity and requirements of the services and are billed quarterly in arrears. Clients are under no Note About Fee Calculation Based on Quarter-End or Month-End Account Values: obligation to appoint a Sage Mountain supervised person to serve as a trustee. Clients who elect to be charged an Asset-Based Fee should note that there may be variations in the account values used to calculate Sage Mountain’s fees and the account values on the last day of the previous quarter or other period as reflected on the account statement the client receives from the custodian. These variations include, but are not limited to, variations resulting from (1) unsettled trades; (2) accrued income; and (3) dividends earned but not received. Usually, any differences in account values due to these variations will be relatively small. Sage Mountain Advisors will not make any adjustments, refunds, or further assessments of fees based on these differences. Any client who has a question about any such difference or any other issue relating to calculations of fees is encouraged to contact 5.B. Direct Billing of Advisory Fees Sage Mountain for an explanation. Clients provide Sage Mountain and/or certain Independent Managers with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Sage Mountain. Alternatively, clients may elect to have Sage Mountain send a separate invoice for Account Additions and Withdrawals direct payment. 7  Clients can make additions to and withdrawals from their account at any time, subject to Sage Mountain’s right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients can withdraw account assets on notice to Sage Mountain, subject to the usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. Sage Mountain may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund 5.C. Private Investment Funds level (e.g., contingent deferred sales charges) and/or tax ramifications. Private Investment Fund investors bear their proportionate share of the applicable wealth management fee charged to such Private Investment Fund(s). No management fee or incentive fee is charged by the Private Investment Funds managed by Sage Mountain. A management fee and incentive fee is charged by the underlying fund in which the Private Investment Funds invest. Details about the fees charged to the Private Investment Funds can be found in the 5.D. Private Placement Life Insurance (“PPLI”) and Private Placement Variable underlying fund’s relevant offering documents. Annuities (“PPVA”) Private Placement Life Insurance and Private Placement Variable Annuity investments are charged a .05% fee from the provider within the account. Sage Mountain will adjust billing 5.E. Other Non-Advisory Fees to waive this fee to clients. In addition to the advisory fees paid to Sage Mountain, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges include securities brokerage commissions, transaction fees, custodial fees, fees attributable to alternative assets, margin costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Fees charged by the Independent Managers may be included in the Firm’s fee or may be charged by the Independent Manager separately. The Independent Manager fee will be discussed in the Advisory Agreement. Clients qualifying as accredited investors under SEC guidelines may have the opportunity to participate as limited partners in certain alternative investments. Detailed information regarding the fees charged to the alternative investments is provided in each Fund’s offering documents. Generally, the investors in alternative investments pay fees quarterly until the termination of the 8  Item 12- Brokerage Practices respective Fund. The Firm’s brokerage practices are described at length in . Margin Fees: Sage Mountain does not recommend that clients use margin in their investment portfolio. Should a client request margin for investments, the Firm will help with the borrowing process and manage the assets accordingly. In these cases, the fee payable will be assessed gross of margin such that the market value of the client’s account and corresponding fee payable by the client to Sage Mountain will be increased. In addition, Sage Mountain may recommend margin or other borrowing for non-investment needs, such as bridge loans and other financing needs. The Firm’s fees are determined based 5.F. Advance Payment of Fees upon the value of the assets being managed gross of any margin or borrowing. Sage Mountain’s annual fee is prorated and charged quarterly, in arrears, based on a fixed annual fee or the market value of the average daily account balance during that quarter. In certain cases, Sage Mountain’s annual fee will be billed at a different frequency. For the initial period of an engagement, the fee is calculated on a pro rata basis. Sage Mountain does not require or solicit prepayment of advisory fees in excess of $1,200 per client, six months or more in advance. On a case-by-case basis, and only upon a client’s request, Sage Mountain may accept prepayment of advisory fees. Any prepaid fees are applied to future advisory services. In the event the Advisory Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned 5.G. No Compensation for Sale of Securities or Other Investment Products portion of the fee is charged or refunded to the client, as appropriate. Neither Sage Mountain nor any of its supervised persons accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6 – Performance-Based Fees and Side-By-Side Management Sage Mountain does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7 – Types of Clients Sage Mountain offers services to individuals, trusts, estates, charitable organizations, corporations and business entities. Sage Mountain provides portfolio management services to private pooled investment vehicles. The minimum investment in a Private Investment 9 Fund can be found in the relevant Private Investment Fund’s offering documents.  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss 8.A. Methods of Analysis and Investment Strategies Sage Mountain meets with each client to discuss their comprehensive financial picture including investable assets, illiquid assets, liabilities, income and expenses. The Firm works with clients to build a recommended portfolio by seeking to understand their objectives and risk tolerance. Sage Mountain focuses on downside risk, and stress tests portfolios using historical and projected asset class returns, risk and correlations to quantify potential losses in periods of market stress. Sage Mountain also analyzes portfolios using methods such as Monte Carlo simulation to project future portfolio values over time. This analysis can include cash outflows to determine if a portfolio is likely to be able to support clients’ expected level of spending. Sage Mountain advises on investments including ETFs, mutual funds, REITs, Independent Managers, bonds, stocks, options, structured notes, and alternative investments. When evaluating investments, the Firm considers the asset class, fees, performance track record, 8.B. Material Risks of Investment Strategies manager experience, tax considerations, and liquidity. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with respect to the Firm’s wealth management activities. The Firm seeks to limit risk through diversification. Sage Mountain also believes it is important to develop a thorough understanding of each client’s liquidity needs to ensure should consult with they hold an appropriate amount of cash and liquid investments. Clients their legal, tax, and other advisors before engaging the Firm to provide wealth management services on their behalf. There is no guarantee of success of the investment strategies offered by Sage Mountain. The investment portfolios managed by Sage Mountain may be adversely affected by general economic and market conditions such as interest rate fluctuations, availability of credit, inflation rates, changes in laws, and national and international political circumstances. These strategies may not employ limitations on particular sectors, industries, countries, General Economic and Market Conditions regions or securities. Investors should also consider the following risks: . The success of a portfolio’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of certain investments. Unexpected volatility or illiquidity could impair a Market Risk portfolio’s profitability or result in losses. 10  Individual investments may decline in value due to economic developments or events that affect the entire market. Equity investments including ETFs, mutual funds, Independent Managers, or single stock positions may lose value due to a decline in economic growth, volatility of earnings, or a decline in risk sentiment. Fixed income investments may be negatively impacted by rising interest rates which could be caused by accelerating economic growth, increased inflation expectations, or a perceived decrease in credit quality across the Credit Risk market. Credit risk is the risk that the issuer or guarantor of a debt security or counterparty to the portfolio’s transactions will be unable or unwilling to make timely principal and/or interest payments, or otherwise will be unable or unwilling to honor its financial obligations. If the issuer, guarantor, or counterparty fails to pay interest, the portfolio’s income may be reduced. If the issuer, guarantor, or counterparty fails to repay principal, the value of that security and the value of the portfolio may be reduced. Fixed income products, including bonds, are subject to credit risk, which is the risk that the entity issuing a bond such as a government, municipality or corporation will not be able to meet its obligation to make the Concentration Risk required interest payment or repay the principal at maturity. Even though a portfolio will be somewhat diversified, there is the risk from having a substantial portion of a portfolio held in a single investment, or limited investments, thereby Liquidity Risk having little or no asset classes, industry, or geographical diversification. There are certain investments that Sage Mountain makes, including in private equity funds or other alternative investments, that generally do not allow their investors to liquidate their positions for a significant amount of time which could last up to several years or more. If an investor needs to liquidate prior to the end of that period, they could be forced to sell at a large discount to fair market value or may find no buyer. In liquid asset classes such as equities, it is possible that in times of market stress investors may be unable to sell securities Currency Risk quickly without negatively impacting the market price. There is a risk that an investment denominated in a foreign currency will lose value because Interest Rate Risks of a movement in the exchange rate of that currency. Interest rates may fluctuate significantly, causing price volatility with respect to securities or instruments held by clients. Judgements about the value and potential appreciation of a particular security may be wrong and there is no guarantee that securities will perform as anticipated. The value of a security can be more volatile than the market as a whole. 11  Volatility Risks The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand Management Risk relationships, and programs and policies of governments. • Client investments also vary with the success and failure of Sage Mountain’s investment strategies, research, analysis and determination of portfolio securities. If Sage Mountain’s strategies do not produce the expected returns, the value of a client’s investments will decrease. Judgments about the value and potential appreciation of a particular investment may be wrong and there is no guarantee that the investment will perform as anticipated. The value of any single investment can be more volatile than the market as a whole or Sage Mountain’s intrinsic value approach may fail to produce the intended results. There is dependence on the diligence, skill and business contacts of Sage Mountain’s investment advisory personnel for the execution of Sage Mountain’s strategies, including the selection, structuring and closing of the Private Investment Fund’s investments. • Business, Terrorism and Catastrophe Risks. Investments are subject to the risk of loss arising from the occurrence of various events, including hurricanes, earthquakes, and other natural disasters, terrorism and other catastrophic events such as a pandemic. These catastrophic risks of loss can be substantial and could have a material adverse effect on Sage Mountain’s business and Private Investment Funds’ portfolios. • Sector Focus Risk. Portfolios may be more heavily invested in certain sectors or industries, which may cause the value of their investments to be especially sensitive to factors and economic risks that specifically affect those sectors and may cause the value of the portfolios to fluctuate. Certain sectors in which the portfolios invest are continuously evolving and are subject to rapid technological and regulatory change. The success of any business operating in these sectors is, to a large extent, dependent on its ability to acquire, develop, adopt and exploit new and existing technologies and strategies and to distinguish its products and services from those of its competitors. The acquisition, development, adoption, exploitation and distribution of new and existing technology and strategy may take long periods of time and may require significant capital investment. In addition, the success of any business in these sectors is dependent on its ability to anticipate and adapt to regulatory change. These sectors are also characterized by intense competition. Use of Independent Managers Non-diversified Risk. Because Private Investment Funds may invest more of their assets in securities of a single issuer or a limited number of issuers, rather than a portfolio with greater diversification limitations, they may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers. 12  As stated above, Sage Mountain selects certain Independent Managers to manage a portion of its clients’ assets. In these situations, Sage Mountain continues to conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, Sage Mountain does not have the ability to supervise the Independent Managers on Cash Management Risks a day-to-day basis. The Firm invests some of a client’s assets temporarily in money market funds or other similar types of investments, during which time an advisory account may be prevented from achieving its investment objective. 8.C. Material Risks of Securities Used in Investment Strategies Equity-Related Securities and Instruments The Firm takes long positions in common stocks of U.S. and non-U.S. issuers traded on national securities exchanges and over-the-counter markets. The value of equity securities varies in response to many factors. These factors include, without limitation, factors specific to an issuer and factors specific to the industry in which the issuer participates. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments, and the stock prices of such companies may suffer a decline in response. In addition, equity securities are subject to stock risk, which is the risk that stock prices historically rise and fall in periodic cycles. U.S. and non-U.S. stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. In addition, investments in small- capitalization, mid-capitalization and financially distressed companies may be subject to more abrupt or erratic price movements and may Mutual Funds and ETFs lack sufficient market liquidity, and these issuers often face greater business risks. An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, 13  among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a Real Estate Investment Trusts (REITs) shareholder may have no way to dispose of such shares. Sage Mountain recommends investments in, or allocates assets among, various real estate investment trusts (“REITs”), the shares of which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, Variable Prepaid Forward Contracts: inflation, liquidity and counterparty risk. VPFs involve significant investment and structural risks. VPFs are complex, customized derivative instruments whose value is influenced by multiple factors, including volatility, interest rates, and time to maturity, and independent valuation may be difficult. While VPFs typically limit both upside participation and downside exposure through an embedded collar. However, the level of protection and participation varies by contract, and clients remain exposed to market, liquidity, counterparty, and other risks associated with the underlying security and structure, which could require delivery of more shares, or contribution than anticipated. In addition, clients participating in VPFs typically forgo some or all upside participation above a specified cap price. These arrangements are generally executed over-the-counter and are subject to counterparty risk, including the risk that the counterparty fails to perform its obligations. VPFs are also typically illiquid prior to maturity and may not be easily terminated or assigned without cost. While VPFs are often structured to defer recognition of taxable gain, the tax treatment is uncertain and depends on individual circumstances, and the Internal Revenue Service may challenge the intended tax outcome. Clients will need to seek advice from their tax Options Risk professional. Risks of investing in options include losing the entire amount paid to purchase the option if an investor is wrong about the direction, timing, and amount of the price movement of the 14  underlying asset, potentially large bid-ask spreads in the secondary market, being forced to buy or sell the underlying security at any time if an investors sells an American-style option, loss of profits above the exercise price for covered calls, and loss of value below the exercise Structured Note Risk price for sellers of put options. Structured notes are hybrid securities that combine a debt instrument with a derivative component and are typically linked to the performance of an underlying asset, index, or basket of securities. These investments are complex and may involve additional risks, Private Collective Investment Vehicles including limited liquidity, issuer and credit risk. Sage Mountain recommends that certain clients invest in privately placed collective investment vehicles (e.g., hedge funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients should consult each fund’s private Private Investment Funds placement memorandum and/or other documents explaining such risks prior to investing. Sage Mountain will primarily invest in private investment funds managed by independent, third-party investment managers. The Private Investment Funds will primarily co-invest with Managers focusing on individual high-conviction equity and credit investments, generally employing a fundamental approach to investing. The Private Investment Fund will potentially make tactical allocations to other alternative investment strategies, including hedge funds, direct investments, secondaries, and private equity and private credit funds. The Private Investment Fund seeks to be opportunistic across asset classes, sectors, investment strategies and market environments. Investments made by the Private Investment fund will typically be made through Special Purpose Vehicles, separately managed accounts or commingled vehicles. The co-investments targeted by the Private Investment Fund will fall into several investment themes including activist equity, stressed/distressed credit, sovereign/ municipal debt, direct lending/private debt, late- stage private equity, event driven/special situations and thematic. With respect to potential allocations to hedge funds, direct investments, secondaries, and private equity and private credit funds, the strategies that the Fund will allocate to may include, but are not limited to: equity long/short, equity long only, equity short only, fixed income, fixed income arbitrage, convertible arbitrage, event driven, emerging markets, macro, structured credit, and high yield/distressed. 15  In general, Managers that the Private Investment Fund allocates to, may invest and trade in, stocks, notes, bills, bonds, debentures, subscriptions, preferred stocks, convertible securities, options (including, without limitation, covered and uncovered puts and calls and over-the-counter options), rights, warrants, swaps, non-U.S. currencies, futures, single stock futures, other commodity interests, commodity options, options on futures, certificates of deposit, trust receipts, American Depositary Receipts, global depositary receipts, equipment trust certificates, interests in partnerships, certificates of interest or participation in any profit-sharing agreement, collateral trust certificates, bankruptcy claims, investment contracts, shares of investment companies, evidences of indebtedness and derivative and similar transactions. There is no guarantee that the Private Investment Fund will succeed in achieving its investment objective. The Private Investment Fund could realize substantial losses, rather Use of Margin than gains, from some or all the investments described herein. While the use of margin borrowing for investments can substantially improve returns, it may also increase overall portfolio risk. Margin transactions are generally effected using capital borrowed from a Financial Institution, which is secured by a client’s holdings. Under certain circumstances, a lending Financial Institution may demand an increase in the underlying collateral. If the client is unable to provide the additional collateral, the Financial Institution may liquidate account assets to satisfy the client’s outstanding obligations, which could have extremely adverse consequences. In addition, fluctuations in the amount of a client’s borrowings and the corresponding interest rates may have a significant effect on the Private Investment Vehicles profitability and stability of a client’s portfolio Private Investment Fund portfolios may be invested in other private funds, such as real estate funds, venture capital funds or other private pooled vehicles. Investments in a private fund may be subject to wide swings in value and may employ the use of leverage or hold illiquid securities. An investment in a private fund will not be liquid and may not have limitations on particular sectors, industries, countries, regions or securities. Because private investment vehicles are not registered investment companies, they are not subject to the Real Estate Risks same regulatory reporting or oversight as registered entities. Investments in real estate are subject to various known and unknown risks, including unforeseen changes in the local, national, and global economy, dynamic shifts in the geopolitical environment, the financial conditions of tenants, changes in the number of buyers for a specific asset type or geography, increases in the supply of product relative to demand, changes in availability and terms of third party financing, increases in interest rates, real estate tax rates, energy prices, and other operating expenses, changes in environmental laws and regulations, zoning laws, and other governmental rules and policies, volatility of real estate cash flows that can affect debt service and overall returns, commodity and labor 16 prices impacting the cost of construction, as well as acts of God, terrorism, labor shortages,  material shortages, and uninsurable losses, and other factors that are beyond the control of Sage Mountain. The acquisition, ownership, management, and disposition of property carries potential litigation risks, which could result in unexpected losses to the real estate Private Company Risks fund. Companies in which the Private Investment Funds invest, directly or indirectly through other funds, may be in the early stages of growth, and the performance of early-stage companies may be more volatile due to their limited product lines, markets or financial reserves, or their susceptibility to competitors’ actions, major economic setbacks or downturns. The portfolio companies may also depend on the management talents and efforts of a small group of people and, as a result, the death disability, resignation or termination of one or more of those persons could have a material adverse impact on the prospective business opportunities and the investments made. Additionally, some of the companies may require a significant investment of capital to support their operating, or finance the development of their products or markets, and may be highly leveraged and subject to significant debt service obligations, which could have a material adverse impact on the Private Investment Fixed Income Securities Funds’ investments. Fixed income securities are subject to the risk of an issuer’s ability to meet principal and interest payments on the obligation (credit risk), and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). The market values of fixed income securities tend to vary inversely with the level of interest rates. Notwithstanding the foregoing, when economic conditions appear to be deteriorating, medium to lower rated securities may decline in value due to heightened concern over credit quality, regardless of Cryptocurrency prevailing interest rates. identified body. Similar to Cryptocurrencies (also referred to as “virtual currencies” and “digital currencies”), including bitcoin, are digital assets designed to act as a medium of exchange. From time to time, Sage Mountain clients may obtain exposure to cryptocurrencies through mutual funds, ETFs, and other investment products. The value of these products is often intended to reflect the value of one or more cryptocurrencies, and the risks of investing in these products are similar to the risks of investing in cryptocurrencies generally, as well as the risks specific to investing in the applicable investment product (e.g., if an investment is made through a mutual fund, the risks of investing in a mutual fund will apply). Cryptocurrency facilitates decentralized, peer-to-peer financial exchange and value storage that is used like money, without the oversight of a central authority or banks. The value of cryptocurrency is not backed by any government, corporation, or other fiat currencies, cryptocurrencies are susceptible to theft, loss and destruction. The value of investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. The value of cryptocurrencies is determined by the 17  supply and demand for cryptocurrency in the global market for the trading of cryptocurrency. The price of a cryptocurrency could drop precipitously for a variety of reasons, including, but not limited to, regulatory changes, a crisis of confidence, flaw or operational issue in the cryptocurrency’s network or a change in user preference to competing cryptocurrencies. A client’s exposure to cryptocurrency could result in substantial losses. Cryptocurrencies trade on exchanges, which are largely unregulated and, therefore, are more exposed to fraud and failure than established, regulated exchanges for securities, derivatives and other currencies. These exchanges have in the past, and may in the future, cease operating temporarily or even permanently, resulting in the potential loss of users’ cryptocurrency or other market disruptions. Cryptocurrency exchanges that are regulated typically must comply with minimum net capital, cybersecurity, and anti-money laundering requirements, but are not typically required to protect customers or their markets to the same extent that regulated securities exchanges or futures exchanges are required to do so. Furthermore, many cryptocurrency exchanges lack certain safeguards established by traditional exchanges to enhance the stability of trading on the exchange and, as a result, the prices of cryptocurrencies on these exchanges may be subject to larger and more frequent sudden declines than assets traded on traditional exchanges. In addition, cryptocurrency exchanges are also subject to the risk of cybersecurity threats and breaches, resulting in the theft and/or loss of cryptocurrencies, and/or an adverse effect on value of cryptocurrencies. Factors affecting the further development of cryptocurrency include, but are not limited to: continued worldwide growth or possible cessation or reversal in the adoption and use of cryptocurrency and other digital assets; government and quasi- government regulation or restrictions on or regulation of access to and operation of digital asset networks; changes in consumer demographics and public preferences; maintenance and development of open-source software protocol; availability and popularity of other forms or methods of buying and selling goods and services; the use of the networks supporting digital assets, such as those for developing smart contracts and distributed applications; general economic conditions and the regulatory environment relating to digital assets; negative consumer or public perception; and general risks tied to the use of information technologies, including cyber risks. Currently, there is relatively limited use of cryptocurrency in the retail and commercial marketplace, which contributes to price volatility. Cryptocurrency is a new technological innovation with a limited history; it is a highly speculative asset and future regulatory actions or policies may limit, perhaps to a materially adverse extent, the value of a client’s investment in cryptocurrency and the ability Risk of Loss to exchange a cryptocurrency or utilize it for payments. Investing in securities involves risk of loss that clients should be prepared to bear. Sage Mountain does not represent, warrant, or imply that the services or methods of analysis employed by Sage Mountain can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. All investments present the risk of loss of principal – the risk that the value of securities, when sold or otherwise disposed of, may be less than the price paid for the securities. Even when the value of the securities when sold is greater than the price paid, there is the risk that 18  the appreciation will be less than inflation. In other words, the purchasing power of the proceeds may be less than the purchasing power of the original investment. The investment risks described above represent some but not all of the risks associated with the various types of investments and investment strategies. Investors should refer to the offering documents of any relevant Private Investment Fund for additional information relating to investment risks. 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 your evaluation of Sage Mountain or the integrity of Sage Mountain’s management. Sage Mountain has no legal or disciplinary events applicable to this Item. Item 10 – Other Financial Industry Activities and Affiliations 10.A. No Registered Representatives Sage Mountain’s management persons are not registered, nor do any management persons have an application pending to register, as a broker-dealer or a registered representative of 10.B. No Other Registrations a broker-dealer. Sage Mountain’s management persons are not registered, nor do any management persons have an application pending to register, as a futures commission merchant, commodity pool 10.C. Material Relationships or Arrangements operator, a commodity trading advisor, or an associated person of the foregoing entities. Certain officers of the firm serve on advisory boards for private investment funds that are recommended to, or are held by, the firm’s clients. These officers also hold personal investments in certain private funds which are also held by clients (please refer to Item 11 “Code of Ethics”). Because of this advisory board role, the firm’s officers will have more information than other investors in the affected private fund. In order to mitigate this conflict, potential investors, who are also Sage Mountain clients, will be provided disclosure regarding any officer role in those particular investments. Further, the officer will recuse themselves from recommending the investment to Sage Mountain clients. The officers do not receive any compensation for their advisory board role. Affiliates of Sage Mountain, Sage-Mtn Tiger Global PIP Access GP, LLC, Sage-Mtn Tiger Global Flagship Fund Onshore GP LLC and Sage-Mtn Tiger Global Flagship Fund Cayman GP LLC serve as the General Partner to the Private Investment Funds and oversee the management and investment operations of the Private Funds managed by Sage Mountain. 19  A conflict of interest exists as Sage Mountain’s compensation may be higher when wealth management accounts assets are invested in the Private Investment Funds. In addition, the amount of the wealth advisers’ clients that invest in the Private Investment Funds is a factor in determining ownership of the general partner. This creates a conflict of interest as wealth advisers have an incentive to recommend that Client assets are invested in the Private Investment Funds. Sage Mountain only recommends that a Client invest its assets in one or more of the Private Investment Funds when Sage Mountain believes the investment is in the Client’s best interest. Sage Mountain has entered into an agreement with Spearhead Administrative Services LLC, an approved administrator of SMA programs within the Private Placement Life Insurance (PPLI) and Private Placement Variable Annuity (PPVA) markets whereby Sage Mountain receives compensation for the management of these types of accounts, billed within the policy. A conflict of interest exists as Sage Mountain will receive additional fees from Spearhead. This conflict is mitigated due to Sage Mountain adjusting billing to waive this fee 10.D. Recommendation of Other Investment Advisers to clients. Sage Mountain may recommend other investment advisers for clients, but it does not receive any compensation related to its recommendation of other investment advisers other than any applicable management fee. Item 11 – Code of Ethics 11.A. Code of Ethics Document Sage Mountain has adopted a Code of Ethics pursuant to SEC rule 204A-1. The basic principle of Sage Mountain’s Code of Ethics is that the interests of clients are always placed first. Sage Mountain’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading in the same of securities ahead of clients in order to take advantage of pending orders. Clients and prospective clients may contact Sage Mountain to request a copy of its Code of 11.B. Recommendations of Securities and Material Financial Interests Ethics. While neither Sage Mountain nor any of the firm’s officers or employees recommend, hold, acquire or dispose of any securities in which Sage Mountain or any of the firm’s officers or employees has a material financial interest, officers and employees do buy or sell securities for their personal accounts identical to or different than those recommended to clients. Please see below for the firm’s Code of Ethics reporting requirements to address potential 11.C. Personal Trading conflicts. 20  The Code of Ethics also requires certain of Sage Mountain’s personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; 11.D. Timing of Personal Trading and (iv) shares issued by other unaffiliated open-end mutual funds. impact on the markets of such securities. Therefore, under The Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable limited circumstances, exceptions may be made to the policies stated below. • When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person with access to this information may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • the transaction has been completed; • the transaction for the Supervised Person is completed as part of a batch trade with clients; or a decision has been made not to engage in the transaction for the client. Item 12 – Brokerage Practices 12.A. Recommendation of Broker-Dealers for Client Transactions Sage Mountain recommends that clients utilize the custody, brokerage and clearing services of Charles Schwab & Co., Inc. ("Schwab"), National Financial Services LLC and Fidelity Brokerage Services LLC (together with affiliates, “Fidelity”) for wealth management accounts. The final decision to custody assets with Fidelity or Schwab is at the discretion of the client, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. Sage Mountain is independently owned and operated and not affiliated with Fidelity or Schwab. Fidelity and Schwab provide Sage Mountain with access to its institutional trading and custody services, which are typically not available to retail investors. 21  Factors which Sage Mountain considers in recommending a broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Fidelity enables the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. Fidelity has also agreed to reimburse clients for exit fees associated with moving accounts to Fidelity. The reimbursement is only available up to a certain amount for all of the Firm’s clients over a twelve-month period. Under Fidelity’s arrangements, fees are reimbursed on a first-come-first-served basis so that no clients are favored. Schwab has agreed to reimburse certain client transfer and account termination fees incurred in connection with transitioning accounts to Schwab. The commissions and/or transaction fees charged by Fidelity and Schwab may be higher or lower than those charged by other Financial Institutions. In addition, certain benefits made available by Schwab may be based, in part, on the amount of client assets maintained at Schwab. Accordingly, Sage Mountain has an incentive to recommend that clients maintain assets with Schwab in order to qualify for or retain such benefits. This presents a conflict of interest because the recommendation of Schwab could its influenced by the availability of these benefits. Sage Mountain believes be recommendation of Schwab remains consistent with its fiduciary duty and obligation to seek best execution. The commissions paid by Sage Mountain’s clients to Fidelity and Schwab comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where Sage Mountain determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. Sage Mountain seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Consistent with obtaining best execution, brokerage transactions are directed to certain broker-dealers in return for investment research products and/or services which assist Sage Mountain in its investment decision-making process. Such research will be used to service all of the Firm’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because Sage Mountain does not have to produce or pay for the products or services. When we recommend VPFs, we may use the issuing bank, structuring firm, or their affiliated broker-dealer to provide pricing or execute the transaction. This creates a conflict of interest because the issuing bank, structuring firm, or their affiliated broker-dealer may receive compensation that is embedded in the terms and pricing of the transaction, creating an incentive to favor transaction structures that are more profitable to them. Clients should understand that dealer profitability is generally built into the transaction. 22  its policies and procedures regarding its Sage Mountain periodically reviews Software and Support Provided by Financial Institutions recommendation of Financial Institutions in light of its duty to obtain best execution. Sage Mountain receives without cost from Fidelity administrative support, computer software, related systems support, as well as other third-party support as further described below (together “Support”) which allows Sage Mountain to better monitor client accounts maintained at Fidelity and otherwise conduct its business. Sage Mountain receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Fidelity. The Support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The Support benefits Sage Mountain, but not its clients directly. Clients should be aware that Sage Mountain’s receipt of economic benefits such as the Support from a broker-dealer creates a conflict of interest since these benefits may influence the Firm’s choice of broker-dealer over another that does not furnish similar software, systems support or services, especially because the level of client assets at Fidelity is used to determine the amount of support. In fulfilling its duties to its clients, Sage Mountain endeavors at all times to put the interests of its clients first and has determined that the recommendation of Fidelity is in the best interest of clients and satisfies the Firm's duty to seek best execution. Specifically, Sage Mountain receives the following benefits from Fidelity: (i) receipt of duplicate client confirmations and bundled duplicate statements; (ii) access to a trading desk that exclusively services its institutional traders; (iii) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and (iv) access to an electronic communication network for client order entry and account information. Fidelity also makes available to the Firm, at no additional charge, certain research and brokerage services, including research services obtained by Fidelity directly from independent research companies, as selected by Sage Mountain (within specified parameters). These research and brokerage services are used by the Firm to manage accounts for which it has investment discretion. Sage Mountain also receives additional services and support, including support for certain transition expenses (subject to review by Fidelity), which is available for the first twenty-four months from the start of the Firm’s relationship with Fidelity. Without this arrangement, the Firm might be compelled to purchase the same or similar services at its own expense. 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. Schwab has also agreed to pay for certain technology, research, marketing, and compliance consulting products and services on our behalf. . The availability of these services from Schwab benefits us because we do not have to produce or purchase them and we do not have to pay for these additional services. The fact that we receive these services from Schwab is 23  an incentive for us to recommend the use of Schwab rather than making such a decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This poses a conflict of interest. We believe, however, that taken together 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, Brokerage for Client Referrals and price of Schwab’s services and not Schwab’s services that only benefit us. Sage Mountain does not consider, in selecting or recommending broker-dealers, whether the Directed Brokerage Firm receives client referrals from the Financial Institutions or other third party. The client may direct Sage Mountain in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Sage Mountain (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Sage Mountain may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in 12.B. Aggregation of Orders additional operational difficulties. Transactions for each client will be effected independently unless Sage Mountain decides to purchase or sell the same securities for several clients at approximately the same time. Sage Mountain may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Firm’s clients, differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and allocated among Sage Mountain’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which Sage Mountain’s Supervised Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Sage Mountain does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that 24 is out of line with respect to security or sector weightings relative to other portfolios, with  similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a 12.C. Private Fund Investments random basis. Item 13 – Review of Accounts Sage Mountain may be presented with investment opportunities that fall within the investment objective of more than one Private Investment Fund. When two or more Private Investment Funds are formed to invest on a parallel basis, Sage Mountain will allocate investments to such Private Investment Funds pro rata based on commitments, subject to any limitations in the applicable Private Investment Fund’s offering documents. In addition, one or more non-parallel Private Investment Funds may invest together, subject to limitations set forth in the applicable Private Investment Fund’s offering documents. Sage Mountain will determine allocations of investment opportunities in a manner that they believe is fair and equitable to the Private Investment Funds consistent with Sage Mountain’s obligations to each such Private Investment Fund, including as set forth in the applicable Private Investment Fund’s offering documents and Sage Mountain’s trade allocation 13.A. Frequency and Nature of Review procedures. Please refer to Sage Mountain monitors client portfolios on a continuous and ongoing basis. Such reviews are conducted by the Firm’s Principals and/or investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with Sage Mountain and to keep the Firm informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or 13.B. Factors That May Trigger An Account Review Outside of Regular Review recommendations. In addition to regular reviews, Sage Mountain reviews accounts based upon triggering events, such as a client meeting, economic news, national or world events, or other similar 13.C. Content and Frequency of Reports factors. Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic 25  reports from Sage Mountain and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. This may also include access to aggregated reports provided by a third party. Clients should compare the account statements they receive from their custodian with 13.D. Private Investment Funds any documents or reports they receive from Sage Mountain or an outside service provider. Sage Mountain’s Managing Partners are responsible and have ultimate authority for all transactions and investment decisions made on behalf of the Private Investment Funds. At least annually, the Private Investment Funds’ portfolios are reviewed by a Managing Partner to ensure compliance with Private Investment Funds’ objectives and restrictions as stated in the Private Investment Funds’ offering documents. The Private Investment Fund’s investments are reviewed on an ongoing basis and may be reviewed specifically with regard to certain factors such as cash flows or in response to market conditions. Sage Mountain, or its service provider, will furnish each Private Investment Fund investor with written reports pursuant to the terms set forth in each Private Investment Fund’s Item 14 – Client Referrals and Other Compensation offering documents Sage Mountain has no arrangements, oral or in writing, where it directly or indirectly compensates any person for client referrals. Sage Mountain receives an economic benefit from Schwab and Fidelity in the form of support products and services it makes available to Sage Mountain and other independent investment advisors that have their clients maintain accounts at Schwab and Fidelity. These products and services, how they benefit Sage Mountain, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability to Sage Mountain of Schwab’s and Fidelity’s products and services is not based on Sage Mountain giving particular investment advice, such as buying particular securities for its clients. Sage Mountain does not receive any direct or indirect compensation, economic benefit, or incentive in connection with client participation in the Fully Paid Securities Lending Program. Item 15 – Custody Sage Mountain is deemed to have custody of client funds and securities because clients have given the Firm the ability to debit client accounts for payment of the Firm’s fees, have granted the Firm limited power of attorney, or have engaged one of the Firm’s principals to serve as trustee on an account. As such, Sage Mountain is considered to have custody over certain client accounts. Therefore certain accounts are subject to the surprise custody examination, to meet custody rule requirements. Client funds and securities are maintained at one or more 26  Financial Institutions that serve as the qualified custodian with respect to such assets. Such qualified custodians will send account statements to clients at least once per calendar quarter that typically detail any transactions in such account for the relevant period. In addition, as discussed in Item 13, Sage Mountain will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received Private Investment Funds from Sage Mountain. Sage Mountain is deemed to have custody of the assets of the Private Investment Funds by reason of legal ownership or access to such assets because affiliated entities serve as General Partner to the Private Investment Funds. However, all client assets and transferable securities are maintained at independent qualified custodians. Sage Mountain will comply with the requirements of the Custody Rule, as defined in the Investment Advisers Act of 1940, with regard to the custody as a result of affiliates serving as General Partner to the Private Investment Funds. Sage Mountain has entered into a written Advisory Agreement with an independent public accountant to provide audited financial statements to each Private Investment Fund’s investors within 120 days following the Private Investment Fund’s fiscal year end (180 days for any fund of funds). Item 16 – Investment Discretion • Sage Mountain is given the authority to exercise discretion on behalf of clients. Sage Mountain is retained by the General Partner of the Private Investment Funds to provide investment advisory services on a discretionary basis. Sage Mountain is considered to exercise investment discretion over a client’s account if it can effect and/or direct transactions in client accounts without first seeking their consent. Sage Mountain is given this authority through a power-of-attorney included in the Advisory Agreement between Sage Mountain and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). Sage Mountain takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • When transactions are made; and The Independent Managers to be hired or fired. Investments for the Private Investment Funds are managed in accordance with each Private Investment Fund’s investment objectives, strategies and restrictions, and are not tailored to the individualized needs of any particular investor in the Private Investment Funds. Any limitations on this discretionary authority are described in the Private Investment Funds’ 27 offering documents.  Item 17 – Voting Client Securities 17.A. Voting Policies and Procedures Sage Mountain does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations. The Firm may offer assistance as to proxy matters upon a client's request, but the client always retains the proxy voting responsibility. If clients participate in the Fully Paid Securities Lending Program, securities that are on loan are generally not entitled to voting rights during the loan period. Clients who wish to exercise their voting rights must recall the loaned securities in advance of the applicable record date; 17.B. Security Claims Class Action Litigation however, there is no guarantee that such securities can be recalled in time to vote. Sage Mountain has engaged a third-party service provider, Chicago Clearing Corporation (“CCC”), to monitor and file securities claims class action litigation paperwork with claims administrators on behalf of the Firm’s clients. Sage Mountain does not receive any fees or remuneration in connection with this service, nor does it receive any fees from the third- party provider(s). CCC earns a fee based on a flat percentage of all claims it collects on behalf of Sage Mountain's clients. This fee is collected and retained by CCC out of the claims paid by the claim administrator. Clients may opt out of this service at any time. If a client opts out, Sage Mountain does not have an obligation to advise or take any action on behalf of a client with regard to class action litigation involving investments held in, or formerly held in, a client’s account. Item 18 – Financial Information 18.A. Advance Payment of Fees Sage Mountain does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. On a case-by-case basis, and only upon client request, Sage 18.B. Financial Condition Mountain accepts prepayment of advisory fees. Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about their financial condition. Sage Mountain has no financial commitments that impair its ability to meet contractual and fiduciary commitments 18.C. No Bankruptcy Proceedings to clients. 28  Sage Mountain has not been the subject of a bankruptcy proceeding. 29