SANTA BARBARA MANAGEMENT

Item 1 – Cover Page SANTA BARBARA MGMT., LLC. 10 E. Ohio St. 2nd Floor Chicago, IL, 60611 Phone: (734) 604-9891 Website: www.SantaBarbaraManagement.com March 27, 2026 This brochure provides information about the qualifications and business practices of Santa Barbara Mgmt., LLC (“Santa Barbara Management” or “SBM”). If you have questions about the contents of this brochure, please contact us at (312) 923-7845. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission (“SEC”) or by any state securities authority. Please note that the use of the term “registered investment advisor” and description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this firm brochure and any brochure supplements (“brochure supplements”) for more information on the qualifications of our firm and our associates. Additional information about SBM is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable CRD number for our firm is 334801. 1  Item 2 – Material Changes Below is a summary of material changes that have been made to this brochure since the last version was published. Please let us know if you have any questions about these material changes or about other items in this Disclosure Brochure. The following changes have occurred since our initial ADV filing in September 2025: • Item 4/Item 16: Updated disclosures regarding availability of limited discretionary authority for cash management purposes in connection with otherwise non-discretionary accounts. • Item 4: Added disclosures regarding Reporting Groups, an administrative service that allows designated groups to receive information only with respect to specified accounts and entities. • Item 5: Updated disclosures regarding fee calculation methodology, including the flexibility to calculate fees based on assets under management (“AUM”) or assets under advisement (“AUA”) depending on the scope of services provided to the client. • Item 5: Updated disclosures regarding the potential application of minimum annual fees in certain client engagements. • Item 10: Updated disclosures regarding certain personnel who may also serve as employees or consultants to client-affiliated family office entities, and the related conflicts of interest and mitigation measures. • Item 10: Updated disclosures regarding circumstances where individuals or entities affiliated with advisory clients may hold ownership interests in our parent company, the resulting potential conflicts of interest, and related governance procedures. • Item 10: Updated disclosures regarding use of technology and client options related to such use. • Item 10: Updated disclosures regarding circumstances where SBM personnel may serve in fiduciary capacities (e.g., trustee) for clients, and related conflict mitigation measures. In addition to the above changes, we made edits regarding fee billing practices and custody to enhance and clarify disclosures regarding SBM’s existing practices and relationships. They do not reflect changes to SBM’s advisory services, fee structure, or client service model. Please note that certain other immaterial changes have also been included in this amendment that are not listed in this Item 2. We will ensure all current clients receive a Summary of Material Changes to this and subsequent firm brochures within 120 days of the close of our fiscal year. A Summary of Material Changes is also included within our firm brochure available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for our firm is set forth on the cover page of this firm brochure. Clients will further be provided with disclosure about material changes affecting our firm or a new brochure, as may become necessary or appropriate at any time, without charge. A copy of our firm brochure may be requested, free of charge, by contacting us at the telephone number reflected on the cover page of this firm brochure. 2  Item 3 – Table of Contents 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 ........................................................................................................ 8 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................... 10 Item 7 – Types of Clients ................................................................................................................. 10 Item 9 – Disciplinary Information .................................................................................................... 15 Item 10 – Other Financial Industry Activities and Affiliations........................................................... 16 Item 11 – Code of Ethics, Participation or Interest in Client Transactions & Personal Trading ........... 16 Item 12 – Brokerage Practices .......................................................................................................... 17 Item 13 – Review of Accounts ......................................................................................................... 19 Item 14 – Client Referrals and Other Compensation ......................................................................... 20 Item 15 – Custody ........................................................................................................................... 20 Item 16 – Investment Discretion....................................................................................................... 21 Item 17 – Voting Client Securities .................................................................................................... 21 Item 18 – Financial Information ....................................................................................................... 21 3  Item 4 – Advisory Business Santa Barbara Management is a fractional multi-family office, purpose-built to serve the needs of ultra- high net worth families. At SBM, we pride ourselves on developing long-term family relationships and a deep understanding of each family’s unique financial needs, investment goals, and overall financial picture. We provide holistic advisory services including investments, tax, trust and estate structuring, and financial administration. We work closely with our clients to provide investment solutions and to develop portfolios and financial plans which meet their long- and short-term investment goals, and are custom to the unique values, goals, and assets of each family. SBM is headquartered in Chicago, Illinois, organized as a Delaware limited liability company. As of December 31, 2025, SBM managed $231,667,260 assets on a discretionary basis and $298,521,500 on a non-discretionary basis. SBM provides the following advisory services: investment management, tax strategy and preparation, trust and estate planning and administration, and family financial administration. To engage SBM to provide any of the foregoing services, clients must enter into one or more written advisory agreements -- in the form of an Investment Advisory Services Agreement, Family Office Services Agreements or otherwise (collectively referred to herein as the “Client Agreement”) – in which with SBM sets forth the terms and conditions under which we render our services. This Brochure provides a description of our advisory services. Please contact us at the telephone number on the cover page of this firm brochure if you have any questions regarding the information contained in this document or otherwise. SBM is neither a law firm nor an accounting firm. While we offer advisory services related to trust and estate planning as well as tax compliance, we strongly recommend that clients consult independent attorneys and accountants for legal and accounting matters that extend beyond our ministerial services. Investment Management Clients can engage SBM to manage all or a portion of their assets on a discretionary or a non-discretionary basis (“Investment Management”). We act as our clients’ fiduciary, responsible for the management of certain of our clients’ investment accounts held at a qualified custodian, where assets are held in our clients’ names. • When clients engage us on a discretionary basis, they authorize our firm and our investment advisor representatives to implement our investment recommendations directly within the account without obtaining specific consent prior to each transaction or appoint one or more unaffiliated third-party sSubadvisers (as defined below) to manage all or a portion of your portfolio without obtaining your prior approval. • When clients engage us on a non-discretionary basis, we will affect transactions on securities within the account upon clients’ request and with prior approval. Clients with Non-Discretionary Accounts may grant SBM limited discretionary authority solely for cash management purposes, including the purchase and sale of short-term U.S. Treasury securities, money market funds, and cash equivalents with maturities not exceeding eighteen (18) months, without requiring prior approval for each such transaction. 4  Investment Management generally includes: • Discretionary and/or non-discretionary management with respect to identified assets designated in the Client Agreement and • Related analysis of other assets to allow SBM to provide holistic advice on an investment portfolio. To the extent that SBM has discretionary authority over client accounts, a client’s objectives and guidelines may limit that authority. Before we assume any discretionary authority over a client’s account, we ensure that there is proper authorization in place. SBM primarily invests discretionary client assets in diversified products and strategies that include exchange traded funds (ETFs), direct indexed portfolios, long-short index extension portfolios, fixed income securities, and cash management products. We will also advise clients on (i) asset allocation in self- directed, non-discretionary accounts and (ii) general matters related to self-directed investments including, but not limited to, determining appropriate allocations, conducting due diligence on specific opportunities, and managing distributions. SBM may invest client assets in funds or investment vehicles managed by SBM or its affiliates, provided that SBM discloses any actual conflicts of interest to the client and, if required, obtains Client’s prior consent. Any fees payable to SBM from such affiliated investments will be waived or offset against the advisory fees charged to Client to avoid double-charging, as applicable. All such arrangements will be disclosed in writing, and clients would receive the fund’s offering documents, detailing fees and terms, and SBM will obtain each client’s informed consent before making any affiliated investment. We will provide holistic balance sheet reporting, performance reporting, and analysis on all discretionary, non-discretionary, and self-directed assets. SBM strives to make investment recommendations and decisions for its clients in good faith and in a manner that is consistent with its fiduciary obligations, including, but not limited to, the duty of care and loyalty to its clients, without regard to any potential benefits to itself, notwithstanding the potential and actual conflicts of interest described herein. SBM at times appoints independent third-party managers (“Subadvisers”) to actively manage one or more portfolios on behalf of its clients. SBM evaluates various information about such Subadvisers and the strategies they offer to clients. To the extent possible, SBM takes into consideration each Subadviser’s investment strategies, management style, past performance returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. The specific terms and conditions under which a Subadviser is engaged are typically set forth in a separate written agreement between the designated Subadviser and SBM. Depending on SBM’s arrangement with a particular Subadviser, the Subadviser will, among other things, exercise trading authority. Each Subadviser maintains its own firm Brochure (Form ADV Part 2A) and Client Relationship Summary (Form CRS), which disclose important information about the Subadviser’s firm, its services, and conflicts of interest. We will provide you a copy of any Subadviser’s Brochure at no charge upon your written request. Additionally, information on each Subadviser is available on the SEC’s website at www.adviserinfo.sec.gov. We encourage you to carefully review each Subadviser’s Brochure for additional information regarding the Subadviser’s investment strategies, processes and associated risks that impact your accounts. SBM does not receive compensation if a Subadviser is appointed to manage client assets. SBM offers ongoing and continuous investment management services that are uniquely tailored to clients’ 5  investment objectives. We provide clients with investment strategy selection, portfolio design, implementation, and ongoing and regular supervision of investment accounts, all of which are provided in a manner that is tailored to clients’ unique investment profiles. Client objectives, risk/return preferences, and unique facts and circumstances are initially detailed in the Client Agreement and any changes will be detailed in subsequent documentation. Through periodic consultations with clients, we will gather information regarding financial goals, investment objectives, tolerance for risk, and the time horizon for investments. The information we typically request in this process will include current and expected income level, tax information, investment experience, current and expected cash needs, current portfolio construction/asset allocation, and risk tolerance level, among other items. We will document client investment objectives and restrictions, develop a thorough understanding of clients’ overall investment profiles, and use this information as the guide by which we manage client accounts. We then recommend initial investment strategies and portfolio allocations intended to align with clients’ unique financial situations and goals. Following implementation of clients’ initial investment portfolios, we will monitor the performance of investment accounts on an ongoing basis and implement and/or recommend changes as needed or appropriate, in consideration of current economic conditions, changes in tax laws, clients’ individual financial circumstances and goals, and our own judgment. Clients are advised that it is their responsibility under the respective Client Agreement to promptly notify SBM of any changes in financial situation, facts and circumstances, or if they wish to impose new restrictions and/or constraints, which could affect a client’s investment objectives and necessitate changes to SBM’s recommendations. Clients always have the ability to impose reasonable restrictions on our management of their accounts, including the ability to instruct us not to purchase certain specific securities, industry sectors, and/or asset classes. We will attempt to honor the client’s investment restrictions in all circumstances and will notify clients if we are ever unable to do so. Please see Item 8 of this brochure for a description of the investment strategies we typically implement in client accounts. Tax Strategy and Compliance SBM provides clients with comprehensive tax strategy and planning, reporting, and compliance services as needed. Tax strategy and planning encompasses a holistic view of driving tax-efficiency across a client’s entire balance sheet and set of current and expected future financial activities. This may include: • State and local nexus planning • Entity structuring analysis • Transaction planning • Cash and stock compensation planning • Philanthropic strategies Tax compliance is led by accountants on our team who will provide: • Personal federal and local tax compliance, preparation, and filing 6  • Trust and partnership accounting • Family limited partnership management • Tax audit support Tax experts are tightly integrated with investment teams to seamlessly and proactively advise on tax implications of investment decisions and ensure optimal structuring. SBM is not a CPA firm. While we provide tax strategy and compliance support, these services do not constitute a formal accounting engagement or audit. To the extent tax return preparation or other services requiring a CPA (or other licensed professional) are provided, such services are performed by appropriately licensed professionals. All recommendations are provided for the client’s consideration; the client maintains exclusive authority and responsibility for approving and implementing any final decisions. Estate and Trust Planning SBM provides each client with broad-based estate and trust planning led by attorneys on our team. SBM will provide the following services in that regard: • Estate tax planning strategy • Life event planning (marriage, children, major transactions) • Vertical slice gifting • Entity structuring and formation • Asset transfer execution • Gift strategy and execution • Entity formation and entity administration • Audit-related services SBM is not a law firm and does not hold itself out as providing legal services through the advisory relationship. Clients should rely on their independent legal counsel for legal advice and the preparation of legal documents. Financial Administration SBM also provides general financial administration to clients to orchestrate their complete financial lives. These services may include: • Bill payment • Household payroll • Document storage • Real estate loan and mortgage coordination • Private aviation coordination • Insurance review and coordination For multi-generational family clients, SBM may establish separate reporting designations (“Reporting Groups”) at the direction of a designated family representative or such other authorized person as identified in the Client Agreement. Reporting Groups are an administrative service feature that allows specified family members or other authorized individuals to receive reporting and account information only with respect to the particular accounts and entities assigned to their designated Reporting Group. 7  Item 5 – Fees and Compensation SBM offers its services on a fee basis. Depending on the scope of services selected, fees may be calculated based on assets under advisement (“AUA”) or assets under management (“AUM”). AUA is a broader measure that includes the client’s complete portfolio, including assets SBM advises on but does not directly manage, while AUM includes only those assets over which SBM provides investment advisory or management services. In certain situations, SBM may also enter into fixed fee arrangements with clients. SBM’s fees are determined in consultation with each client and are based on the scope of services, complexity of the client relationship, and other factors. Clients who engage SBM solely for investment advisory and investment management services are typically (but not always) charged fees based on AUM. Clients who engage SBM for family office services, whether alone or in combination with investment advisory or management services, are typically (but not always) charged fees based on AUA. Actual fees vary and are determined based on the scope and complexity of services, the size and composition of the client’s portfolio, the nature of the client relationship, and other factors in SBM’s discretion. Fee arrangements are individually negotiated and set forth in each Client Agreement. SBM’s fixed fees depend upon the level and scope of the services provided. In certain engagements, SBM may establish a minimum annual fee, meaning the client will pay the greater of the calculated AUA- or AUM- based fee or the agreed minimum amount. SBM structures annual management fees in Client agreements using different methodologies, including: • • • fixed annual fees annual asset-based fees and/or combination of those types of fees When assets are allocated to a Subadviser, as outlined Item 4 above, the Subadviser charges a fee for their management, which is in addition to the standard SBM fee. Client acknowledges that the advisory fees assessed will vary dependent upon the Subadviser selected, the size of the Account(s), and the type of investments being managed by the Subadviser. All fees are subject to the discretion of SBM’s executive team based on certain criteria (such as anticipated future earning capacity, anticipated future additional assets, anticipated monetization events, dollar amount of assets to be managed, related accounts, account composition, pre-existing client, strategic relationships, account retention, pro bono activities, etc.). SBM’s asset-based fee structure creates a conflict of interest when advising clients on whether to buy, hold, or sell assets (including private securities). Recommending that a client retain an asset or deploy cash into a new investment generally increases or preserves SBM’s AUA/AUM and corresponding fee revenue. Conversely, recommending that a client sell an asset and distribute the proceeds outside of SBM’s advisory relationship reduces SBM’s fee revenue. Clients should independently evaluate whether any such transaction is in their best interest, taking into account the financial incentive to maximize fees. Fees are generally billed quarterly in advance. Unless otherwise specified in the Client Agreement, the quarterly fee is calculated using the client’s AUA or AUM as of the last business day of the immediately preceding calendar quarter and is typically debited from the client’s custodial account shortly after the beginning of the quarter. For an initial partial quarter (or where quarter-end values are not yet available), we may bill in arrears once we can accurately calculate the fee. Upon termination, any unearned portion of prepaid fees will be refunded on a pro-rata basis. 8  Prior to engaging with SBM, clients are required to enter into a Client Agreement with SBM setting forth, among other things, the terms, conditions, specific services, and fees for each engagement. All SBM fees are calculated in accordance with the Client Agreement. In most instances, for the initial partial quarterly period of investment management services, fees are calculated on a pro-rata/per diem basis, based on the number days in the pertinent quarterly period until the next calendar quarter. The quarterly fee is based on the number of days in that calendar quarter divided by the total number days in a year, utilizing the fee level as valued as of the end of the immediately preceding calendar quarter. A Client Agreement continues in effect until terminated by either party pursuant to the Client Agreement. The calculation of a client’s SBM fee is clearly defined in each Client Agreement and consistent with periodic reporting packages prepared thereafter. For the portion of assets held at the custodian, SBM’s calculation is based on the market value of the assets under management by SBM on the last day of the immediately preceding calendar quarter. With respect to clients’ alternative investments, the valuation for purposes of determining the AUA or AUM for fee calculations will be based on the most recent Net Asset Value (“NAV”) statement provided by the manager and adjusted for cash inflows (capital contributions) and outflows (distributions), or, if provided by the manager, the estimated NAV. In some instances, the manager may not produce these statements in time to facilitate timely calculation of the fee, in which instance SBM will use the most recent statement provided. For assets for which a manager does not regularly produce a NAV statement, valuation will be based on a mutually agreed carrying value (which will in most cases be initial cost, the most recent manager provided valuation, or a third-party valuation). The carrying value will be re-evaluated on a quarterly basis in connection with regular reporting packages. All other assets not listed above will be valued based on balances at quarter end, this could include, but not limited to investment real estate (based on cost), cash, mortgages on investment property, credit card balances, margin loans, etc. SBM generally excludes real property and certain personal property (art, vehicles, and other similar assets) from the calculation of AUA or AUM, with SBM typically charging a flat fee per residence in connection with certain services, unless the client and SBM have specifically agreed in writing to include such assets. SBM may assess a separate fixed fee for services related to excluded assets as described in the Client Agreement. SBM clients generally receive invoices for their quarterly fees as part of their regular client reporting packages. Timing of when clients receive their periodic reporting package varies from client to client. The timing of the release of a client’s reporting package is influenced by the complexity of each client’s balance sheet and investment portfolio, especially in instances in which clients maintain significant assets that are not publicly traded or valued via NAV statements from third party managers. An internal assessment is made as to when to release each client’s reporting package, with the client understanding that not every alternative investment listed on a reporting package and client balance sheet may be updated with the NAV statement from the immediately preceding quarter. As a result, the valuations for billing purposes may not necessarily reflect the final NAV of those alternative investments for that calendar quarter. For certain alternative investments, final NAV statements may be received after the quarter-end. In those cases, fees may be calculated using the most recent NAV (or estimated NAV) available at the time of billing, adjusted for capital contributions and distributions as described above. This creates a potential conflict of interest as the use of estimates or prior-period values could result in higher or lower fees than if the final NAV were 9  available immediately. However, SBM utilizes this methodology to ensure consistent and timely billing cycles. If we later receive information that materially changes the valuation used for fee calculation, any material differences may be adjusted in a subsequent invoice (for example, by a credit or adjustment in the next billing period), consistent with the Client Agreement. Clients may request supporting detail for any fee calculation and should promptly notify us of any questions or concerns. A Client Agreement authorizes SBM to debit a client’s custodial account(s) in the amount of the SBM advisory fee and to directly remit the fee to SBM. By signing the IASA, the client consents to this billing method and waives any requirement for SBM to obtain separate written approval for each quarterly debit. All clients receive detailed quarterly invoices directly from SBM. Clients should regularly review invoices and custodian statements, and contact us promptly with any questions. Fees Charged by Qualified Custodians on Certain Investment Vehicles SBM requires clients to use the brokerage and clearing services of a qualified custodian for accounts over which we have discretionary and non-discretionary transaction authority. SBM only implements our investment management recommendations after a client has arranged for and provided us all information and authorizations regarding accounts held with qualified custodians, such as Charles Schwab & Co., Inc. (“Schwab”), Member FINRA/SIPC. SBM does not, however, require clients to use the services of any specific qualified custodian. Clients should expect to incur certain fees and charges: custodial fees, charges imposed directly by a mutual fund, ETF, ADR, or other investment vehicle, deferred sales charges, odd lot differentials, transfer and withholding taxes, wire transfer and other money movement fees, and other fees on brokerage accounts and securities transactions incurred in the ordinary course of business. Clients may also pay brokerage commissions and transaction fees. Commissions, fees, expenses, and charges are exclusive of and in addition to the investment management fees or performance fees charged by SBM. Item 6 – Performance-Based Fees and Side-By-Side Management SBM does not charge performance-based fees. The fees we charge are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any client. “Side-by-Side Management” refers to a situation in which the same adviser manages accounts that are billed based only on a percentage of assets under management and at the same time manages other accounts for which fees are performance-based. SBM does not engage in Side-by-Side Management. Item 7 – Types of Clients We typically provide advice to individuals and families, including their trusts, estates, charitable foundations and vehicles and family office entities, and may in the future provide advice to pension and profit-sharing plans, charitable organizations, and corporations. Because each client is unique, clients must remain involved in our planning and our ongoing management of their accounts. Such involvement does not have to be time-consuming, however we want our clients to remain informed and have a sense of security about their investments. As a condition for entering an advisory relationship with SBM, we generally require a minimum family AUA or AUM threshold of $100,000,000. SBM, in its sole discretion, may accept clients with lesser AUA or AUM based upon certain criteria including future earning capacity, anticipated future additional assets, 10  dollar amount of assets to be managed, related accounts, account composition, pre-existing relationships, strategic relationships, account retention, and pro bono activities. In some cases, SBM aggregates the portfolio of family members to meet these thresholds. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Our Methods of Analysis and Investment Strategies We seek to align all client investment portfolios with their long-term goals, tax objectives, risk tolerance, cash flow needs, level of investment experience, and other factors determined during our onboarding process. We use this information to develop diversified portfolios that usually employ ETFs, stocks, and fixed income securities. Our primary account-level objectives include long-term compounding, capital preservation, income, fee-minimization and tax-efficiency. Clients may have one or more secondary objectives within an account that has an overall different primary objective. We may use some or all of the following methods of analysis in providing investment advice to clients: Asset Allocation. Rather than selecting specific equity securities for client accounts, we generally attempt to identify an appropriate ratio of various types of investments (equities, fixed income, and cash, and specific geographic markets within each asset class) suitable to investment goals, time horizon, and risk tolerance. We will generally seek to implement the desired overall allocations using ETFs, direct indexing, and fixed income management. A risk of asset allocation is that clients may not participate in increases in a particular security, industry, or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to market movements and, if not corrected, will no longer be appropriate to meet clients’ investment goals. Security Analysis. While we will generally not recommend purchasing single name equity securities for clients, we will trade these securities to the extent that (1) clients have existing positions that we recommend diversifying, or (2) clients request we execute trades on their behalf. When we do this, we will seek to analyze these situations with an overall eye towards asset allocation and portfolio construction while analyzing tax consequences to ensure tax efficiency. ETF Selection and Analysis. We evaluate and select ETFs for client accounts based on several factors which may include, without limitation, (1) the index tracked and overall strategy of the ETF, (2) the tracking error of the ETF over time, (3) expected market conditions that might impact the ETF, (4) whether and to what extent the underlying holdings ETF overlap with other assets held in the client’s account, (5) the expense ratio of the ETF, and (6) the tax benefits provided by the ETF structure. We also monitor the ETF to determine if the fund is continuing to follow its stated investment strategy. A risk of ETF analysis is that, as with all securities investments, past performance does not guarantee future results. A fund manager’s past track record of success cannot be relied upon as a predictor of success in the future. In addition, the underlying holdings of the fund are determined by independent fund managers and may change over time without advance warning, creating the potential for overlap with other investments held in the client’s account. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the ETF, which could make the holding(s) less suitable for the client’s portfolio. Direct Indexing Selection and Analysis. We will offer separately managed accounts (“SMAs”) that follow direct indexing strategies managed by third party portfolio managers. We will evaluate these managers and strategies based on several factors which may include, without limitation, (1) the index and strategy followed, (2) the pre-tax return objectives of the investment (3) tax-efficiency of the investment, and (4) expenses charged by the third-party manager. We may also apply custom indexing strategies to tailor direct- indexed portfolios to an individual client’s existing portfolio or wishes. 11  We typically use the following investment strategies in managing client accounts: Long-term Purchases. We primarily take a long term, passive, “buy and hold” approach to investing client assets. In this type of investment strategy, we suggest the purchase of securities to hold for one year or longer. Typically, we employ this strategy when we want the portfolio to have exposure to a particular asset class over time. A risk in a long-term purchase strategy is that by holding a security for a long time period, we may not take advantage of short-term market fluctuations that could be profitable to a client. Moreover, if our expectations of market performance are incorrect, a security may decline in value while we continue to hold the security. Fixed income management. We manage fixed income securities, with both long and short-dated maturities, in order to provide an appropriate yield, liquidity, and risk profile for clients. We will generally not seek to sell fixed income securities before maturity, and will rather seek to ladder maturities to provide the liquidity profile best suited to the client’s investment objectives. We use our best judgment and good faith efforts in rendering investment advice to our clients. We cannot warrant or guarantee any particular level of account performance, or that an account will be profitable over time. Not every investment recommendation we make will be profitable. Investing in securities involves risk of loss that clients should be prepared to bear. Clients assume all market risk involved in the investment of client assets. Investments are subject to various market, currency, economic, political, and business risks. As discussed in Item 4, SBM also engages Subadvisers to provide services with respect to certain portfolios. Please refer to each Subadviser’s Brochure for information regarding the investment strategies and methods of analysis employed by the Subadviser. Except as may otherwise be provided by law, we are not liable to clients for: • • • • • any loss that they may suffer as a result of investment recommendations we made with that degree of care, skill, and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; any independent act or failure to act by a custodian of a client account; any loss resulting from market conditions, volatility, geopolitical events, or other factors beyond SBM’s reasonable control; any loss resulting from the client’s failure to timely and accurately communicate changes in their financial circumstances, investment objectives, or restrictions to SBM; or any loss resulting from the client’s decision to maintain legacy positions, non-discretionary assets, or self-directed investments against SBM’s advice or recommendation. Risk of Loss Below is a summary of potential material risks for the most common investment strategies used and/or the particular types of investments typically held in client portfolios. With regard to subadvised portfolios, please refer to the Subadviser Brochures for information regarding the risks applicable to the investment strategies and methods of analysis employed by the Subadvisers. 12  The following risk factors do not represent a complete list or explanation of the risks involved in an investment. All investing involves a risk of loss that clients should be prepared to bear, including the risk that the entire amount invested can be lost. The investment strategies offered by SBM could lose money over short or long periods of time. There is no assurance that SBM’s investment strategies will succeed, and SBM cannot, and does not give any guarantee that it will achieve the investment objectives it establishes for a client or that any client investment will return its original capital. Risk of Loss. Securities investments are not guaranteed, and clients may lose money on investments. As with any investment, our investment recommendations are subject to market risk (the possibility that security prices will decline over short or extended periods of time). As a result, the value of client accounts will fluctuate with the market, and clients could lose money over short or long periods of time. Clients should recognize whenever they determine to invest in the securities markets, the entire investment is at risk. Clients should not invest money if they are unable to bear the risk of total loss of their investments. Economic Risk. The prevailing economic environment is important to the health of all businesses and security markets. Some companies, however, are more sensitive to changes in the domestic or global economy than others. These types of companies are often referred to as cyclical businesses. Countries in which a large portion of businesses are in cyclical industries are thus also very economically sensitive and carry a higher amount of economic risk. If a security issuer is located in a country that experiences wide economic swings, or in situations where certain elements of an investment instrument interact with such countries, the investment instrument will generally be subject to a higher level of economic risk. Financial Risk. Financial risk represents internal disruptions within an investment or the issuer that can lead to unfavorable performance of the investment. Examples of financial risk can be found in cases like Enron or many of the “dot com” companies that had weak balance sheets despite initial strong market performance. Market Risk. The value of a client’s portfolio may decrease if the value of an individual company or multiple companies in the portfolio decreases. Further, regardless of how well individual companies perform, the value of a client’s portfolio could also decrease if there are deteriorating economic or market conditions. It is important to understand that the value of clients’ investments may fall, potentially sharply, in response to changes in the market, and clients could lose money. Investment risks include price risk as may be observed by a drop in a security’s price due to company specific events (e.g., earnings disappointment or downgrade in the rating of a bond) or general market risk (e.g., such as a “bear” market when stock values fall in general). For fixed-income securities, a period of rising interest rates could cause security prices to fall. Past performance is not a guarantee of future returns. Equity (stock) market risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. Clients holding common stock, or common stock equivalents, would generally be exposed to greater risk than those holding preferred stocks and debt obligations of the same issuer. Company Risk. When investing in stock and corporate debt positions, there is a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. Fixed Income Risk. When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically-paid income 13  face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. ETF Risk. When investing in an ETF, clients will bear additional expenses based on their pro rata share of the ETF’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF generally reflects the risks of owning the underlying securities the ETF holds. Clients may also incur brokerage costs when purchasing ETFs. Management Risk. Clients’ investments with our firm depend on the success and failure of our investment strategies, research, analysis, and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment will decrease. Risks Related to Analysis Methods. Our analysis of securities relies in part on the assumption that the issuers whose securities we recommend for purchase and sale, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. Securities Transactions at the Direction of Clients. Whether clients engage us on a discretionary or non-discretionary basis, clients always maintain the concurrent ability to direct transactions within their accounts. We are not responsible for the consequences of clients’ self-directed investment decisions or the costs and fees they generate. Interim Changes in Client Risk Tolerance and Financial Outlook. The particular investments recommended by our firm are based solely upon the investment objectives and financial circumstances disclosed to us by the client. While we strive to meet with clients at regular intervals (at least annually, unless otherwise agreed, either in person, telephonically, or by electronic means) to discuss any changes in the clients’ financial circumstances, the lack of constant and continuous communication presents a risk as clients’ liquidity, net worth, risk tolerance, and/or investment goals could change abruptly, with no advance notice to our firm, resulting in a mis-aligned investment portfolio and the potential for losses or other negative financial consequences. SBM shall be entitled to rely, without independent verification, on all information provided by Client or Client’s other advisors, and SBM shall have no liability for any advice, recommendation, or action taken in reliance on information that is inaccurate, incomplete, or not current. Cybersecurity Risks. SBM’s information and technology systems could become vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltrations by unauthorized persons and security breaches, spyware, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. Although SBM has implemented various measures to manage these risks, including, but not limited to, creating redundant systems at all times, if these systems are compromised, become inoperable for extended periods of time, or cease to function properly, SBM could potentially have to make a significant investment to fix or replace them. The failure of these systems and/or disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality, or privacy of sensitive data, including personal information relating to clients. Such a failure could harm SBM’s reputation or subject us to legal claims and otherwise affect our business and financial performance. SBM employs policies, procedures, and technical safeguards reasonably designed to mitigate these risks, including retaining the services of cybersecurity specialists who are experts at monitoring, managing, and mitigating the risks of cyberattacks. Despite these measures, cybersecurity incidents can still occur, and SBM cannot guarantee that its systems will be immune from attack or compromise. Clients are solely responsible for safeguarding their own email accounts, passwords, devices, and communication 14  channels, and for promptly notifying SBM of any suspected unauthorized access or suspicious activity. SBM shall not be liable for any losses arising from compromised client email accounts, client failure to implement reasonable security measures, or client failure to verify the authenticity of communications purporting to be from SBM. Clients are strongly encouraged to verify any unusual requests, particularly wire transfer or payment instructions, by calling a known SBM telephone number before acting. SBM may rely on instructions (including wire transfer instructions) that it reasonably believes to be genuine and authorized by the client. Outbreaks, Pandemics, and Other Public Health Issues. In general, unexpected local, regional, or global events, such as the spread of infectious illnesses or other public health issues and their aftermath, could have a significant adverse impact on SBM’s operations (including the ability of SBM to find and execute suitable investments) and therefore clients’ potential investment returns. In addition, such infectious illness outbreaks, as well as any restrictive measures implemented to control such outbreaks, could adversely affect the economies of many nations or the entire global economy, the financial condition of individual issuers or companies (including those that are held by, or are counterparties or service providers to, client accounts) and capital markets in ways that cannot necessarily be foreseen, and such impact could be significant and long term. Moreover, the impact of infectious illnesses in emerging market countries is generally greater due to generally less established healthcare systems. If such events occur, our clients’ exposure to a number of other risks described elsewhere in this Brochure could increase. Valuation Risk. Clients can directly or indirectly invest in securities for which reliable market quotations are not available. The process of valuing such securities is based on inherent uncertainties, and the resulting values can differ from values that would have been determined had readily available market quotations been available. As a result, the values placed on such securities by SBM may often differ from values placed on such securities by other investors or a custodian and from prices at which such securities may ultimately be sold. Where appropriate, SBM obtains and uses third-party pricing information as an input in determining fair value, but such information is not always available regarding certain assets or, if available, is not always reliable. Even if considered reliable, such third-party information may not reflect the price that could be obtained for that security in a market transaction, which could be higher or lower than the third-party pricing information. In addition, SBM relies on various third-party sources to calculate market values. As a result, a client’s account is subject to certain operational risks associated with reliance on these service providers and their related data sources. Additionally, SBM often receives final NAV statements on alternative investments on a delayed basis, creating valuation and invoicing issues detailed in Item 5 in this Brochure. Subadvisers. As stated above, SBM may select or recommend certain Subadvisers to manage all or a portion of your account(s). In these situations, SBM conducts ongoing due diligence of such Subadvisers, but these selections or recommendations rely to a great extent on the Subadvisers’ ability to successfully implement their investment strategies. In addition, SBM generally will not have the ability to supervise the Subadvisers on a day-to- day basis. As a result, there can be no assurance that every investment manager will invest on the basis expected by SBM or your Advisor. Furthermore, because SBM will have no control over any Subadviser’s day-to-day operations, clients may experience losses due to the fraud, poor risk management, or recklessness of the Subadvisers. Item 9 – Disciplinary Information SBM is required to disclose all material facts regarding any legal or disciplinary event that would be material to clients’ evaluation of our firm, or the integrity of our management. No principal or person associated with our firm has any information to disclose which is applicable to this Item. 15  Item 10 – Other Financial Industry Activities and Affiliations SBM does not receive compensation from third parties for the sale of securities or investment products; however, as described below, certain relationships, activities, or arrangements may present conflicts of interest with our clients. Our firm and our associated persons are not registered, nor do they have an application pending to register, as a broker-dealer, futures commission merchant, commodity pool operator, or commodity trading advisor or representative of any of the foregoing. Certain employees of SBM also serve as employees or consultants to family office entities affiliated with our clients. This presents a conflict of interest because these dual roles create competing demands on employee time, loyalty, and prioritization of responsibilities. We have adopted internal policies to mitigate such risks, including segregation of duties and supervisory oversight. In some cases, SBM personnel or affiliates serve in fiduciary capacities (such as executor, trustee, or attorney-in-fact) for clients. This presents a conflict of interest because SBM personnel acting in such capacities have the authority to continue the advisory relationship with SBM and approve the payment of advisory fees from the client’s assets during the client’s incapacity or after death. SBM addresses this conflict by ensuring all such appointments are independently approved by the client or the client’s independent legal counsel Individuals or entities affiliated with advisory clients hold ownership interests in our parent company. This presents a conflict of interest because these overlapping interests could influence advisory decisions or create an incentive to favor certain clients over others. We seek to mitigate such conflicts through governance procedures that ensure advisory decisions are made independently and in the best interest of clients. SBM uses third-party, AI-enabled tools for administrative and recordkeeping purposes (for example, meeting note-taking, transcription, and summarization) in connection with Firm communications. These tools are not used to make investment decisions or to place trades in client accounts. When used, information from a meeting (such as audio or written notes) may be processed by generative AI applications. We seek to limit the information shared, apply access controls, and retain outputs consistent with our confidentiality and recordkeeping obligations. Clients will be notified when an online meeting is being recorded or transcribed, and may request that the feature not be used. Item 11 – Code of Ethics, Participation or Interest in Client Transactions & Personal Trading Our Code of Ethics. All employees of SBM must act in an ethical and professional manner to fulfill the fiduciary duty we owe to our clients. Included in these ethical obligations is the duty to put our clients’ interests ahead of our own along with duties of loyalty, fairness, and good faith towards our clients. We disclose to clients material conflicts of interest which could reasonably be expected to impair our rendering of unbiased and objective advice. In view of the foregoing and applicable provisions of relevant law, SBM has determined to adopt a Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures relating to personal trading by our employees. The Code requires, among other procedures, our “Access Persons” to obtain pre-clearance for all personal trading, to report their personal securities transactions quarterly, and to report all securities positions in 16  which they have a beneficial interest at least annually. These reporting requirements allow supervisors at the firm to determine whether to allow or prohibit certain employee securities purchases and sales based on transactions made, or anticipated to be made, in the same securities for client accounts. The Code is required to be reviewed annually and updated as necessary. Material/Proprietary Interests in Securities Recommended to Clients. At times, SBM and/or its Access Persons (i.e., Investment Adviser Representatives) buy or sell securities for their own accounts that SBM also recommends for client accounts, or in which its clients hold legacy positions. This presents a conflict of interest. In any instance where similar securities are being bought or sold, SBM will uphold its fiduciary duty by always transacting on behalf of its clients before transacting for our (or our Access Persons’) own benefit. It is the policy of SBM that Access Persons must avoid securities transactions and activities for their own accounts that might conflict with or be detrimental to the interest of a client. To the extent Access Persons are aware of trades in individual issues being considered, recommended, or traded for a client account, such Access Persons will make every effort to trade in their own accounts only after trades are executed for the applicable clients. To mitigate or remedy any conflicts of interest or perceived conflicts of interest, SBM will collect and monitor proprietary and personal trading reports for adherence to the Firm’s Code of Ethics. An employee who fails to observe the requirements of the Code and/or other policies and procedures in the Compliance Manual is subject to potential remedial action. SBM will determine on a case-by-case basis what remedial action should be taken in response to any violation. Personal Trading; Participation or Interest in Client Transactions. SBM intends to allocate investment opportunities to all clients in a manner that it believes is fair and equitable. Allocations among clients may vary based on factors including account size, investment restrictions, available cash, tax considerations, and other client-specific circumstances. SBM clients or prospective clients can obtain a copy of our Code of Ethics by sending a request to our Chief Compliance Officer at compliance@sbmanagement.com. Item 12 – Brokerage Practices Recommendation of Broker-Dealers; Best Execution; Directed Brokerage; and Soft Dollar Practices. Clients may request us to execute transactions for their account through any broker-dealer of their choosing. However, we generally recommend that clients engage Schwab’s custodial and brokerage services. We are not affiliated with Schwab, and they do not monitor or control the activities of our firm or its personnel. We do not have the discretion to determine the broker or custodian to be used for the execution of client transactions or the commission rates at which such transactions are to be executed for the client. The client has the sole discretion to select the custodian to be used for custody and execution of transactions for the client’s account. The client engages the custodian by executing the appropriate account opening documentation and authorizes our firm to direct the execution of transactions for the account through the services of the selected custodian. In recommending broker-dealers, we have an obligation to seek the “best execution” of transactions in clients’ accounts. This duty requires that we seek to execute securities transactions for clients such that the total costs or proceeds in each transaction are the most favorable under the circumstances. The determinative factor in the analysis of best execution is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the recommended broker-dealer’s services. The factors we consider when evaluating a broker-dealer for best execution include, without limitation, the broker-dealer’s: 17  • Execution capability; • Commission rate; • Financial responsibility; • Responsiveness and customer service; • Custodian capabilities; • Research services/ancillary brokerage services provided; and • Any other factors that we consider relevant. Therefore, we will seek competitive commission rates, but we may not obtain the lowest possible commission rates for specific account transactions. Taking all factors into account, our firm will continue to recommend that clients use Schwab until their services do not result, in our opinion, in best execution of client transactions. If the client selects a custodian other than our Schwab for execution of transactions (i.e., directed brokerage), clients are advised that we may be unable to seek best execution of their transactions and their commission costs may be higher than Schwab’s. For example, where clients direct brokerage, we will typically place orders for client transactions after we place transactions for clients using Schwab. We reserve the right to reject client requests to use a particular custodian if such selection would materially hinder our management of the account, or for any other reason. The custodian(s) we recommend to clients may provide us with certain brokerage and research products and services that qualify as “brokerage or research services” under Section 28(e) of the Securities Exchange Act of 1934 (“Exchange Act”). This is commonly referred to a “soft dollar” arrangement. These research products and/or services may assist us in our investment decision making process. Such research generally would be used to service all of our client accounts, but brokerage charges and similar fees paid by the client may be used to pay for research that is not used in managing that specific client’s account. Client accounts may pay the recommended custodian a charge greater than another qualified broker-dealer might charge to execute the same transaction if we determine in good faith that the charge is reasonable in relation to the value of the brokerage and research services received. This would present a conflict of interest because SBM has an incentive to select broker-dealers based on its interest in receiving research and other benefits rather than the client’s interest in receiving the lowest execution cost. Benefits Received from Schwab. Schwab provides us with access to its institutional trading and custody services, which are typically not available to retail investors. These services include the execution of securities transactions and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Other benefits we may receive include receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services Schwab’s clients; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. These various benefits and services are generally available on an unsolicited basis and at no charge to us as long as we maintain a certain minimum amount of client assets with Schwab. Our firm may also receive other services from Schwab that help us manage and further develop our business. These services include educational conferences and events; technology, compliance, legal and business consulting services; publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants, and insurance providers. Fees for these services may be waived, discounted, or paid for by the recommended custodians. Irrespective of any direct or indirect benefits provided to our clients or our firm through Schwab, we strive 18  to enhance our client experience, help clients reach their financial goals, and put client interests before those of our firm and its associated persons. Clients should be aware that the receipt of the economic benefits by SBM described above, in and of itself, creates a potential conflict of interest and may directly or indirectly influence our recommendation of certain custodians, like Schwab, to clients for custody and brokerage services. Other than the services and benefits described above, SBM and its financial professionals do not direct transactions and the commissions they generate (soft dollars) to brokerage firms or other parties to receive research or other benefits. SBM does not process transactions through the recommended custodians in return for referrals of prospective clients to SBM. Trade Aggregation and Allocation. The primary objective in placing orders for the purchase and sale of securities for client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the custodian. SBM will execute its transactions through the custodian as authorized by the client. SBM may aggregate orders in a block trade or trades when securities are purchased or sold through the custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular clients’ accounts. Trade Errors. SBM has a legal and fiduciary obligation to ensure that clients are not disadvantaged by trade errors in any way. A trade error is an error in the placement, execution, or settlement of a client’s trade. When a trade error occurs, we work with all relevant parties in the trading process to promptly correct the error while ensuring it does not disadvantage the client. The correction of an eligible trade error may generate a gain or a loss, which is ultimately isolated from a client’s account. When we determine that a trade error has occurred for which reimbursement is appropriate, the account will be compensated as determined by SBM in its discretion. Resolution of errors may include, but is not limited to, permitting the account to retain gains or reimbursing the account(s) for losses resulting from the trade error. The calculation of the amount of any gain or loss will depend on the particular facts surrounding the trade error, and the methodology used by SBM to calculate gain or loss may vary. Compensation is generally expected to be limited to direct and actual out-of-pocket monetary losses (in certain circumstances, net of any associated gains) and will not include any amounts that SBM deems to be uncertain or speculative, including, without limitation, lost profits, lost opportunity costs, market movement after the error is identified, tax consequences, or investment losses not directly caused by the trade error. Item 13 – Review of Accounts Account Review Policy. Securities in client accounts are monitored on a regular and continuous basis by Advisory Persons of SBM. The Firm reviews the investment programs to analyze rates of return, allocation of assets, and to verify that the investment portfolios are consistent with their investment objectives. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the client. Causes for Reviews. Reviews may be conducted more frequently at the client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the client’s financial situation, large deposits or withdrawals in the client’s accounts, changes in the client’s investment objectives, risk/return profile, tax considerations, large sale or purchase transactions, or security-specific events. 19  Reporting to Clients. Clients will receive standard account statements and trade confirmations from their custodian at least quarterly. The client may also establish electronic access to the custodian’s website so that the client may view these reports and their account activity. During in-person client meetings, we will provide clients with independently prepared written reports on a quarterly basis or other intervals, as requested. The reports we provide to clients will contain relevant account and/or market-related information such as account holdings and account performance. Item 14 – Client Referrals and Other Compensation SBM is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. Additionally, SBM is required to disclose any direct or indirect compensation that it provides for client referrals. As referenced in Item 12 above, the recommended custodians may provide research and other services that we may use to service all accounts, including those that do not utilize the brokerage or custodial services of the recommended custodians. Except as set forth in Item 12, we do not compensate, directly or indirectly, any person who is not a supervised person for client referrals, nor do we receive any compensation in exchange for client referrals. Item 15 – Custody All clients must place their publicly traded assets with a “qualified custodian.” Clients are required to engage the custodian to retain their funds and securities and, where applicable, authorize SBM to execute securities transactions in the client’s account at the custodian. SBM does not maintain physical possession of client cash or securities; however, pursuant to Rule 206(4)-2 of the Advisers Act under the Amended Custody Rule, SBM may be deemed to have custody of client funds because of (1) its authority from most clients to directly deduct fees from the clients’ custodial accounts, (2) its ability to disburse client funds to a third party as authorized by a standing letter of authorization (SLOA) given by the client; and/or (3) because in some instances, we have access to some client user ID’s and passwords. The custodians recommended by SBM send a statement to the client, generally on a monthly basis, indicating all amounts disbursed from the account including the amount of management fees paid directly to SBM. In addition, as discussed in Item 13, SBM may also send periodic performance reports to certain clients. Clients should review statements provided by the custodian and compare them to any reports provided by SBM to ensure accuracy, as the custodian does not perform this review. If clients ever have a question about an entry on their SBM reports, please call us immediately. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices. Surprise Independent Examination SBM is deemed to have custody of certain client assets (as that term is defined under Rule 206(4)-2) in limited circumstances. Client assets are maintained with a qualified custodian that delivers account statements directly to clients generally on a monthly basis. Clients should carefully review those statements. If we also provide account reports, clients should compare our reports to the statements received from the qualified custodian. Because SBM has custody under Rule 206(4)-2, we have engaged an independent public accountant registered with and subject to inspection by the PCAOB to conduct an annual surprise examination and to make any required filings (e.g., Form ADV-E). 20  Item 16 – Investment Discretion SBM retains the authority to exercise discretion on behalf of clients. Clients have the option to grant our firm ongoing and continuous discretionary authority to execute our investment recommendations within the client’s account held at the custodian without obtaining the client’s prior approval for each specific transaction. In a discretionary arrangement, clients authorize us to purchase and sell securities and instruments in their accounts, arrange for delivery and payment in connection with the foregoing, and act on clients’ behalf in all matters necessary or incidental to the handling of the account, including monitoring of client assets. Our discretionary management of clients’ accounts will be conducted in strict accordance with clients’ investment objectives and suitability. Notwithstanding the foregoing, clients who engage us on a non-discretionary basis may separately authorize SBM to exercise limited discretionary authority for cash management purposes only, including the purchase and sale of short-term U.S. Treasury securities, money market funds, and cash equivalents with remaining maturities not exceeding eighteen (18) months. We will also allow clients to place reasonable restrictions on their discretionary accounts. Typical restrictions include: • restriction on the sale of specific low-basis holdings; and • prohibition on investment in one or more specific securities While we prefer to manage advisory accounts on a discretionary basis, we will occasionally accept non- discretionary accounts. Clients who establish non-discretionary accounts or who place certain restrictions on discretionary accounts may experience delays in order execution compared to clients with unrestricted discretionary accounts. Item 17 – Voting Client Securities We will not vote proxies on behalf of clients and will not provide advice to clients on how the client should vote. We do not have or accept authority to vote client securities. Most clients will receive proxies and other solicitations directly from the custodian or transfer agent. If we receive any proxy materials on behalf of a client, we will send them directly to the client or a designated representative of the client, who is responsible for voting the proxy. Item 18 – Financial Information SBM is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients and has not been the subject of bankruptcy. SBM does not require or solicit prepayments of fees six months or more in advance and is not required to include a balance sheet for its most recent fiscal year. 21