SEIZERT CAPITAL PARTNERS, LLC

Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 ITEM 1: COVER PAGE Seizert Capital Partners, LLC 34100 Woodward Avenue, Suite 210 Birmingham, MI 48009 248-593-1500 www.scpinv.com This Form ADV, Part 2 “Disclosure Brochure,” or “Brochure” provides information about the qualifications and business practice of Seizert Capital Partners, LLC (“us”, “we”, or “SCP”). If you have any questions about the contents of this Brochure, please contact Cheryl A. Kotlarz, Chief Compliance Officer (CCO) at the telephone number above, or the following email address: ckotlarz@scpinv.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any State Securities Regulatory Authority. Seizert Capital Partners, LLC is a registered investment advisor. Registration of an Investment Advisor with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. Additional information about Seizert Capital Partners, LLC, is also available on the Security and Exchange Commission’s website (Investment Adviser Public Disclosure) at www.adviserinfo.sec.gov. Our searchable IARD/CRD number is 108954. Our Brochure is available free of charge to any interested party by contacting us by email at info@scpinv.com or by phone at 248-593-1500. i | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 ITEM 2: MATERIAL CHANGES This section provides Clients with a summary of any material changes that have been made since the annual update of our Brochure. The last update and annual amendment of this Brochure was March 05, 2024. There have been no material changes since the last annual update of this brochure. Additional Information Currently, our Brochure is available free of charge to any interested party by contacting us by email at info@scpinv.com or by phone at 248-593-1500. Additional information is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with us who are registered, or are required to be registered, as one of our investment adviser representatives of our firm. ii | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 ITEM 3: TABLE OF CONTENTS Item 1: Cover Page ........................................................................................................................................ i Item 2: Material Changes ............................................................................................................................. ii Item 3: Table Of Contents ........................................................................................................................... iii Item 4: Advisory Business ............................................................................................................................ 1 Item 5: Fees And Compensation ................................................................................................................... 3 Item 6: Performance-Based Fees And Side-By-Side Management ............................................................. 6 Item 7: Types Of Clients ............................................................................................................................... 8 Item 8: Methods Of Analysis, Investment Strategies And Risk Of Loss ..................................................... 8 Item 9: Disciplinary Information ................................................................................................................ 14 Item 10: Other Financial Industry Activities And Affiliates ...................................................................... 14 Item 11: Code Of Ethics, Participation Or Interest In Client Transactions And Personal Trading ............ 14 Item 12: Brokerage Practices ...................................................................................................................... 16 Item 13: Review Of Accounts ..................................................................................................................... 21 Item 14: Client Referrals And Other Compensation ................................................................................... 22 Item 15: Custody ......................................................................................................................................... 22 Item 16: Investment Discretion ................................................................................................................... 23 Item 17: Voting Client Securities................................................................................................................ 23 Item 18: Financial Information ................................................................................................................... 24 Privacy Disclosure ...................................................................................................................................... 25 iii | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 ITEM 4: ADVISORY BUSINESS Seizert Capital Partners (SCP) was formed in 2000. We are principally owned by our portfolio managers, David Collon, Edward Eberle and Thomas Kenny, who collectively own 100% of the issued and outstanding shares of the firm. SCP provides discretionary portfolio management services for the following types of Clients: Institutions (other than individuals) • • High Net-Worth Individuals • Collective Investment Trusts Institutional Clients The investment needs of our institutional Clients are as unique as are those of our high-net-worth individuals. We are equity asset managers, and our institutional Clients look to SCP to provide expertise as a specialized manager in equity securities (Please see Item 8). Our institutional Clients typically come to SCP with their own Investment Policy Statement (IPS), prepared by the institution or through an institutional investment consultant, unrelated to SCP. We assess your IPS, note any investment restrictions and execute a strategy (or combination of our strategies) best suited to meet your investment goals or objectives. As is the case with all our services, we purchase, sell, or hold individual equity securities as we determine appropriate for your specific needs and circumstances. This includes your cash flow needs, time horizons for benefit payments, etcetera that vary from institutional investor to institutional investor. High Net-Worth Portfolio Management Services In providing portfolio management services to Individual High Net-Worth Clients, we gather information regarding your personal financial information through meetings with you or your representative. Typically, we ask about your personal and family obligations, net worth, income and tax information, investment goals and objectives, tolerance for risk, time horizons, cash flow needs and any investment restrictions. We will use the information you provide to us in determining your investment goals and needs which then govern our management of your account(s). Of course, if changes occur to your personal circumstances, you are requested to notify us as soon as possible. Examples include but are not limited to the following: divorce, marriage, death in the family, birth of a child, grandchildren, charitable desires, retirement, loss of a job, etc. All may have an impact on your finances, your investment objectives and, accordingly, our management of your account. We emphasize individualized attention to your assets and investment needs. We manage Client accounts on a discretionary basis, which means all investment decisions are made by us. We tailor our services to meet the individual needs of each Client. At your request, we will review any of our decisions with you and/or your other professional service providers (for example, other financial advisors, financial planners, attorneys, or accountants). 1 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 As described under Item 8 below, there are several strategies we may utilize in the management of your assets, based on your individual needs. We may combine one or more strategies as appropriate based upon your investment objectives. Dual Contract Programs (SMA) SCP provides investment advisory services to SMAs through dual contract managed account programs in a dual contract program, a client separately arranges with a third party for custody, financial advisory, and certain trading services to be provided on a partially bundled basis. SCP provides its advisory services pursuant to an advisory agreement directly with the Client. In a partially bundled program, certain services (typically custody, financial advisory, and trading) are provided under a partially bundled fee arrangement negotiated by the Client. Sub-Advisory Relationships Separately Managed Accounts SCP provides sub-advisory services on a discretionary basis to certain Clients who are obtained through unaffiliated investment advisors. We will place all orders for the execution of purchase and sale transactions for the Clients on these platforms (see Item 12). Generally, the sponsor of the program will provide the Clients with all servicing including but not limited to execution, recommendations, monitoring of SCP, and reporting. If requested the Clients will receive SCP’s quarterly report. Unified Managed Account Programs SCP provides investment advisory services to several investment advisors. SCP is party to certain arrangements known as unified managed account (“UMA”) programs where the UMA sponsor offers its Clients discretionary management of all or a portion of their accounts in the UMA program based on one or more investment objectives, styles, or strategies (“Strategy”) offered by affiliated and unaffiliated investment advisors. Through agreements for each UMA program in which SCP participates, SCP provides the UMA sponsor with a Model Portfolio for a particular Strategy. The UMA sponsor retains full discretion to accept, modify, or reject SCP’s recommendations as reflected in the Model Portfolio and the UMA sponsor will place all orders for the execution of all purchase and sale transactions for its UMA program Client accounts. Under each UMA program, program Clients are Clients of the UMA sponsor and are not Clients of SCP. The UMA sponsor (not SCP) is responsible for determining whether a particular investment continues to be appropriate for a program Client. Collective Investment Trusts (CIT) Collective investment trusts are a bank-administered trust in which the bank acts as the trustee and a fiduciary for the CIT and holds legal title to the trust assets. SCP is retained by the trustee to manage the assets in the CIT. SCP is the investment adviser to a CIT, the Large Cap Value CIT. SCP provides discretionary investment management to the CIT. CITs are available only to qualified retirement plans, such as 401(k) plans and governmental plans. SCP has the ability to manage other strategies as a Collective Investment Trust. 2 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Assets under Management As of December 31, 2024, Seizert Capital Partners had an aggregate of approximately $2.4 billion in assets under management and advisement. Discretionary assets under management represented $2.3 billion and advisory-only assets represented $140 million. ITEM 5: FEES AND COMPENSATION Direct Compensation Our fee schedules vary by the type of Client to whom we provide our services. High-Net-Worth Portfolio Management Services Our annual management fee for separately managed accounts for High-Net-Worth Clients range from 0.25% – 0.75% of assets under management. SCP’s advisory fees are negotiable and are determined according to a number of factors including but not limited to account size, the number of accounts, investment strategy, and overall relationship. We do not impose a minimum annual fee. Fee Payment: You agree to pay our fees as specified in the advisory agreement we have with you which may be: • On either a monthly or quarterly basis • In advance or arrears of the service • Through direct debiting of the fee from your custodial account, by check or ACH deposit. For accounts opened or closed during a calendar month or calendar quarter, you will pay us fees for the number of days during the time period our services were provided. If you pay fees in advance of the service, we will refund unearned and pre-paid fees through the date of termination. Our preference is to charge advisory fees after the service was provided (in arrears). However, at your request we will bill our fees in advance, based on the inception value of the account and at the beginning of each calendar month or quarter. Cash is considered a managed asset class and is included in your fee calculation. Clients should be aware that there are times, such as in low-interest rate environments, when the fee that is charged on cash or cash equivalents can exceed money market yields. Dependent on the unique circumstances of a Client, cash may be excluded from the fee calculation. SCP does not bill on gross account market value if there is margin involved. The balance of margin is deducted from the market value before the fee is applied. 3 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Investments in Funds: We occasionally recommend that a Client invest assets in shares of the CIT, which we advise. As a shareholder of the CIT your investment will be subject to advisory fees (and other expenses) paid by the CIT but ultimately charged to you in accordance with the disclosures for the CIT. If you invest in the CIT based upon our recommendation, we will not charge our standard advisory fee on those assets because you will pay fees in the CIT. Direct debiting: We prefer you authorize us to deduct the payment of our advisory fees directly from your account at your third party, independent and qualified custodian (bank, broker, or trust company). When directly debiting our fees, we send your custodian a debit request for the fees due to us for the time period. We send you a statement that shows the fee, the assets on which the fee is based, and the amount of the fee payable for the time period (which is the amount we request from your custodian). Pay by Check and ACH deposit: We send you an actual invoice as described above under direct debiting. Payment is requested within 30 days of the date of the invoice. Valuations for Fee Calculation and Performance Purposes: You should receive, at least quarterly but generally monthly, a statement directly from your custodian. This report will identify all holdings in your account, all debits, and credits during the period. It is critical that you notify your custodian or SCP if you do not receive your statement directly from your custodian. In addition, you may notice differences in the total value of your accounts as reported by SCP when compared to your custodial report values. This is often due to differences in the receipt of dividends or other account-related income and may include accrued interest due or payable. In addition, there may be pricing differences between the values reported by your custodian and those values we obtain through our pricing providers. We utilize, to the fullest extent possible, recognized, independent pricing services and/or qualified custodians for timely valuation information. For the purposes of fee and performance calculations, we utilize our portfolio values and not your custodians unless you direct us otherwise in writing. However, your custodian is the official record- keeper for the capital gain and loss information you use for tax reporting. SCP’s gain/loss reports are provided for your convenience and as a guide only. Termination: As stipulated in the agreement we have with you, either party may terminate the portfolio management agreement with 30 days’ written notice from one party to the other. Fees due and payable will be invoiced through the date of termination; pre-paid and unearned fees are promptly (within 30 days) refunded to you. Termination policies for Institutional Clients will vary by account. 4 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Institutional Clients For institutional Clients, fees are charged by the strategy as indicated below. Fees are negotiable for each strategy based upon a number of factors, including but not limited to Account size, potential for future contributions, historical relationship, related accounts, reporting requirements, travel, and other variables and investment strategy selected. Equity Strategy Annual Fee Range 45 to 65 basis points Core, Large Cap Value and Concentrated Mid Cap 50 to 75 basis points Small Cap Value 85 basis points Micro Cap 95 basis points Fee calculations, direct debiting, valuation, and termination provision are the same for Institutional Clients as for High Net-Worth Clients. Please see the disclosure above for those details. We do not impose minimum annual fees. Sub-Advisory Services Fees SCP does not maintain a standard fee schedule for services to unaffiliated investment advisors to which SCP provides models or where it manages accounts as a sub-advisor. Actual fees are individually negotiated and vary dependent on several factors such as the circumstances of the Model Portfolio Advisor, the size of the portfolios, the portfolio’s asset allocation, or differing levels of service. Collective Investment Trusts (CIT) SCP is paid a sub-advisory fee based upon the assets we manage for the Comerica Collective Funds. The fee is defined and paid to us as documented in the written sub-advisory agreement we have with Comerica Bank and Trust. As a sub-advisor, SCP is paid an asset-based fee which may be higher or lower than the fees charged to non-CIT (Institutional Clients) as described above for the same strategy (45 – 65 basis points). General Information on Advisory Services and Fees Family & Friend Accounts: We provide employees, family members and friends the same services for no fee or for fees lower than those charged to Clients that are not related to the firm. These fees are not available to our general Clients. Other Fees/Expenses: High-Net Worth and Institutional Clients – the advisory fees you pay to us do not include the commissions or custodial fees you pay your third-party qualified custodian. 5 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 In addition, you pay other fees which include but are not limited to the following: • Brokerage commissions charged by third parties (we do not participate, directly or indirectly in these commissions, except as disclosed in this Brochure – see Soft Dollar disclosures) • Transaction fees, including mark-up or mark-downs on principal transactions for dealers who make a market in the securities we purchase or sell for your accounts. • Advisory and administrative fees charged by mutual funds and ETFs held in your account, including money market funds, which are disclosed in each fund’s prospectus. • Custodial fees • Deferred sales charges (if applicable) • Odd-lot differentials • Transfer fees. • Wire transfer and electronic fund fees, and • Fees, including taxes on brokerage accounts and securities transactions. Indirect Compensation SCP receives indirect compensation in connection with the services we provide through soft dollars, gifts/gratuities, and business entertainment. Where applicable, SCP utilizes research and research related products and other brokerage services on a soft dollar basis (see Item 12 Brokerage Practices). SCP occasionally receives gifts or entertainment from people with whom it does or seeks to do business, including consultants, or others. These gifts include non-monetary and promotional items (such as mugs or gifts baskets) or entertainment such as meals, sporting events or access to conferences. Additionally, SCP holds business and entertainment meetings for current Clients or prospective Clients, and occasionally sends flowers, or candy to Clients around life events (e.g., births, funerals) or holidays. Any acceptance of or giving of a gift by an SCP employee must be done in accordance with our Code of Ethics and Gifts and Entertainment Policy. For more information, please review Item 11- Code of Ethics, Participation, or Interest in Client Transactions and Personal Trading. We do not have any affiliated custodians or broker dealers. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Because SCP’s portfolio managers provide services to other sub-advisory Clients, and separately managed accounts several conflicts arise: • Per Client request, SCP will enter into performance fee arrangements on strategies that are also available with the standard fee schedules disclosed under Item 5. SCP enters into performance fee arrangements in situations where it is an appropriate option for a sophisticated or high-net-worth Client. SCP will structure any performance or incentive fee arrangement subject to Section 205(a)(1) of the Investment Advisers Act of 1940 (the Advisers Act) in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. While negotiable, SCP’s performance fees generally have a base fee, which is charged annually regardless of relative performance and a performance fee, which is the fee assessed based on the portion of SCP’s return over the benchmark. Performance-based compensation arrangements entitle SCP to additional compensation based upon investment performance. Performance based 6 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 fee arrangements create a conflict of interest because differences in the fee arrangements provide an incentive to favor an individual account with a performance fee over other accounts when, for example, placing securities transactions that could result in more favorable performance. SCP has implemented procedures designed to ensure that all Clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among Clients. Item 12 provides additional details regarding SCP’s aggregation and allocation practices. • It is also possible that real, potential, or apparent conflicts of interest arise when a portfolio manager has day-to-day investment responsibilities with respect to more than one of our types of Clients (i.e., separate accounts, or sub-advisory services). For example, a portfolio manager may have conflicts of interest in allocating management time and resources among the different Clients he advises. • In addition, each type of our Clients have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from one another. The portfolio managers will make investment decisions for each type of Client, based on factors such as investment objectives, policies, practices, benchmarks, cash flows, tax implications, and other relevant investment considerations applicable to that particular Client. Consequently, the portfolio managers will purchase or sell securities, including those issued in initial public offerings (“IPOs”), for one Client or type of Client and not another Client or type of Client, and the performance of securities purchased for one Client or type of Client varies from the performance of securities purchased for other Clients or types of Clients. We have adopted and implemented policies and procedures, including those for trade rotation and trade allocation, which are designed to treat Clients fairly and equitably over time. Please see Item 12 (Brokerage Practice) for more information. In addition, we monitor a variety of areas, including compliance with Client guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics. Although SCP does not track the time a portfolio manager spends on a single account, SCP does periodically assess whether a portfolio manager has adequate time and resources to effectively manage his various Client mandates. Allocations of IPO’s or other limited securities reflect numerous factors based upon the portfolio manager’s good faith assessment of the best use of such limited opportunities relative to the objectives, limitations and requirements of the Client and applying numerous factors. We seek to treat all Clients reasonably considering all factors relevant to managing a particular account, and in some cases, it is possible that the application of certain factors will result in allocations in which some accounts receive an allocation when other accounts do not. Non-proportional allocation may occur more frequently in fixed income portfolio management than active equity portfolio management. The application of factors relevant to managing a Client account may result in allocations in which some SCP Client accounts receive an allocation or opportunity not allocated to other SCP Client accounts. Allocations are based on numerous factors and are not always pro rata based on assets managed. In making allocation-related decisions, our portfolio managers consider a number of factors, including cash availability and liquidity considerations, account investment horizons, investment objectives and guidelines; Client-specific investment guidelines and restrictions; suitability requirements and the nature of investment opportunity; account turnover guidelines; different levels of investment for different strategies; tax sensitivity of accounts; relative sizes and expected future sizes of applicable 7 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 accounts; availability of other appropriate investment opportunities; and minimum denomination, minimum increments, de minimis threshold and round lot considerations. SCP portfolio managers also consider suitability in making allocation decisions, including the investment guidelines of a particular account; concentration of positions in a Client account; the appropriateness of a security for the benchmark and benchmark sensitivity of an account; an account’s risk tolerance, risk parameters and strategy allocations; considerations relating to hedging a position in a pair trade; and considerations related to giving a subset of an account’s exposure to a particular industry. ITEM 7: TYPES OF CLIENTS As generally described in Item 5 above, we provide our discretionary portfolio management services to the following types of Clients: • • • • • • • • Individuals (other than High Net Worth) High Net-Worth Individuals Pension and profit-sharing plans Charitable organizations and endowments State or municipal governmental entities Corporations or other businesses not listed above. Collective investment trusts Other registered investment advisers ERISA & Other Rollover Retirement Accounts: When we provide investment advice such as a rollover recommendation to you with respect to your retirement assets, we are acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. We have policies and procedures in place designed to comply with the Impartial Conduct Standards to help mitigate conflicts of interest and prioritize Clients’ interests ahead of the Firm and its employees. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis SCP believes that misunderstandings around short-term market fluctuations create investment opportunities in which a company’s stock price falls below its fair value. This dislocation creates a margin of safety for an investment. SCP’s disciplined process relies on quantitative and fundamental analysis to help identify what we believe are the most attractive opportunities. SCP utilizes a multi-factor process based on three persistent market anomalies/factors (Valuation, Quality, and Market Reaction) to rank a universe of stocks based on bottom-up fundamental attributes. The outcome is a list of stocks that we believe are attractive on a relative basis within each sector. This gives SCP’s Portfolio Managers the opportunity to narrow the field of candidates without excluding any companies from consideration. 8 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Quantitative and Fundamental Process Identify To identify opportunities, we rank the investment universe to generate a list of stocks that are attractive on a relative basis within each sector. The universe is ranked by three specific factors: • Valuation • Quality • Market Reaction Analyze Our investment team utilizes fundamental analysis to evaluate companies based on Valuation, Financial Strength and Management Behaviors: » Valuation • Scenario-Based Analysis • Margin of Safety • Relative and Absolute Valuation » Financial Strength • Free Cash Flow • Economic Returns • Balance Sheet Strength • Business Sustainability » Management Behaviors History of shareholder friendly capital allocation practices with respect to: • Share Repurchases • Dividend Policy • M&A Activity • Stable Accounting Practices Build Portfolio Managers establish probability-weighted price targets to help guide decision-making and build concentrated portfolios with the best-perceived risk/reward opportunities. Probability weighted price targets are reviewed when material financial information is received. Price targets are established using three scenarios: Probability-Weighted Price Targets • Optimistic scenario produces a high target • Base case scenario produces a base target • Pessimistic scenario produces a low target The targets are used to: • Guide entry and exit of positions • Manage position sizes within the portfolio 9 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Quantitative Process Consistent Factor Exposure Relative to The Benchmark SCP utilizes a report providing a ranked list of companies within each sector that provides a consistent set of metrics of how the companies score over time. These Factors help identify companies that we believe have cheap valuation, are high quality and have strong market reaction. The Factors are included in the Total Points Components of Factors used for the Total Points include, but are not limited to: Valuation: • Adjusted Valuation Multiples o Cash Flow, Earnings • Discounted Cash Flow Valuations • Bank Deposit Premiums Quality: • Economic Returns • Balance Sheet Strength • Earnings Quality & Consistency • Capital Allocation History Market Reaction: • Estimate Revisions • Stock Price Trend • Share Turnover • Short Interest % Flag Frameworks: Reward Companies’ Strengths and Penalize Companies’ Weaknesses Our quantitative investment process additionally evaluates each company’s strengths, liquidity, and weaknesses through the use of flag frameworks. Components of our Flags Frameworks used for the Total Points include, but are not limited to: Risk Flags: • Leverage & Bankruptcy Risk • Unsustainable Earnings • • Insider Selling on Price Weakness “Transformational” M&A Positive Flags: • Insider Buying • Insider Ownership • Compounder of Capital • Business Improvement Liquidity Flags: 10 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 • Median Daily Dollar Volume • Option Availability • Index Membership • Free Float Percentage SCP’s disciplined process relies on quantitative analysis to help identify what we believe are the most attractive opportunities. All stocks are scored based on our Total Points which determines portfolio construction. We attempt to build concentrated portfolios with high active share and are not managing to risk statistics such as tracking error. The quantitative portfolios utilize Total Points for stock selection and weighting based on quantitative inputs that are largely outlined in the sections above. All Strategies By adhering to our investment process, we seek to ensure that all holdings are reviewed and that portfolios are constructed with appropriate weights. Sources of information: Our investment team uses several sources of information when analyzing securities and making portfolio recommendations. These sources include: • Annual reports • SEC filings • Company press releases, and • Research materials provided by broker dealers (soft dollar research and brokerage services as described below in this Brochure; such services may be proprietary to the broker providing the services or third-party research offered by the broker) We offer our Clients the opportunity to invest in one or more of our strategies as indicated below. Of course, the strategies may be customized to meet your specific needs, goals, or objectives. This could include a combination of our strategies. Investment Strategies- Quantitative and Fundamental The following strategies are offered to all Clients (High Net Worth, Institutional, and Sub- Advisory Relationships): Core: The Core strategy is a dynamic allocation of large value, large growth, mid value, mid growth, small value, and small growth driven by our bottom-up selection process. Companies with market capitalizations of over $1 billion are combined to provide a well-diversified portfolio of 30 to 55 holdings. Large Cap Value: The Large Cap Value strategy focuses on companies with market capitalizations within the range of the Russell 1000 Value Index. The companies are combined to provide a well-diversified portfolio of 30 to 55 holdings. Mid Cap: The Mid Cap strategy focuses on companies with market capitalizations within the range of the Russell Midcap Index. These companies are combined to provide a relatively concentrated portfolio of 20 to 30 holdings. 11 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Concentrated: The Concentrated strategy represents our “best” ideas and focuses on companies with market capitalizations over $1 billion. These companies are combined to provide a relatively concentrated portfolio of 20 to 30 holdings. Investment Strategies- Quantitative Small Cap Value: The Small Cap Value strategy focuses on companies with market capitalizations within the range of the Russell 2000 Index. These companies are combined to provide a concentrated portfolio of 40 to 80 holdings. Micro Cap: The Micro Cap strategy focuses on companies with market capitalizations within the range of the Russell Microcap Index. These companies are combined to provide a concentrated portfolio of 40 to 80 holdings. Risk of Loss Please be aware that investing in securities involves the risk of loss that you should be prepared to bear. SCP does not represent or guarantee that its services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate Clients from losses due to market corrections or declines. SCP also cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future results. All investments involve risk, including the potential loss of initial capital invested. Investors face risks including, but not limited to, the following: Market and Economic Risk: This is the risk that the value of individual securities may decline in response to news and general economic conditions of domestic and international markets. Markets can also experience a decline in liquidity which can negatively affect security prices while increasing the difficulty of exiting a position. Interest Rate Risk: This is the risk that fixed income securities will decline in value because of an increase in interest rates; a bond or a fixed income fund with a longer duration will be more sensitive to changes in interest rates than a bond or bond fund with a shorter duration. Liquidity Risk: This is the risk that a lack of demand in the marketplace, or other factors, may result in an inability to sell some or all of the investments promptly, or only being able to sell investments at less than desired prices. In some cases, no secondary market for a security exists, making the security completely illiquid. Credit Risk: This is the risk that an investor could lose money if the issuer or guarantor of a fixed income security is unable or unwilling to meet its financial obligations. Inflation Risk: This is the risk that the value of assets or investment income will decrease as inflation decreases the purchasing power of a currency. Security Selection Risk: This is the risk that individual securities may decline in value due to negative news and fundamental developments specific to the issuer. The rationale for selecting the security may not be either correct, or the market may not recognize the value. 12 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Sector/Industry Concentration Risk: This is the risk that our strategies are concentrated and therefore a substantial portion of your assets are concentrated in specific securities, industries, or sectors. Typical asset allocation is not present, which means the account could experience a decline in value due to negative news and events specific to that sector or industry. There is higher risk with concentrated accounts. Portfolio Concentration Risk: This is the risk that we manage portfolios that are concentrated in fewer positions than the overall market and the corresponding index/benchmark. Given that diversification is lower, the impact of loss from an individual security may be significant. Style Risk: This is the risk that the style of investing may be out of favor relative to other styles such as Value vs. Growth investing or small vs. large capitalization investing. Foreign Securities Risk: This is the risk that foreign securities may be subject to additional risks due to different economic and political environments, the degree of available information, different accounting and regulatory practices, and currency fluctuation impact. We typically use American Depository Receipts (ADRs) which are a type of security registration for foreign issuers to trade on U.S. exchanges. Trading on a foreign exchange or in ADRs on occasion will subject you to additional fees or taxes that are not normally charged when trading in U.S. securities on U.S. exchanges. Margin / Leverage: This is the risk that when margin (borrowing of cash or securities based upon the portfolio value of your account) is used, there are additional costs. The use of margin causes the account to pay a fee for the “loan value” received on the margin amount used. You pay this as a Client. In addition, margin uses the current (long) portfolio position as collateral for the loan; if the market should turn negative, we may be forced to sell positions to cover the margin ratio as dictated by law and the broker’s agreement for margin; or, you may be required, in declining markets to contribute additional capital to cover margin collateral deficiencies. These costs and additional capital requirements, if applicable, may negatively affect the performance of your account. Operational risk Cybersecurity: While SCP and our service providers have established business continuity plans and employ a variety of protections designed to prevent or reduce damage from penetration by unauthorized persons and cybersecurity breaches there is the possibility that certain risks have not been adequately identified. In addition, we do not have the ability to control any cybersecurity plans or systems implemented by our service providers. SCP and our Clients could be negatively impacted because of a cybersecurity breach. Cybersecurity breaches can cause disruptions and impact SCP’s business operations and can include the denial of service on websites, the unauthorized release of confidential information and the stealing or corrupting of data subjecting SCP to regulatory fines or financial losses, resulting in reputational damage. Similar adverse consequences could result from cybersecurity breaches affecting our service providers and others in which SCP engages in transactions; other financial market operators, banks, brokers- dealers, and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. 13 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 ITEM 9: DISCIPLINARY INFORMATION We do not have any disciplinary event to disclose to you under this item. SCP, as an entity or any of our officers or directors (management persons) have not been a party in any legal or disciplinary proceedings. We would disclose this information if these items applied to us as this would be material to your evaluation of SCP and our principals. Disclosure is required for: • Criminal or civil actions • Administrative procedures before the Securities and Exchange Commission (or any other foreign, federal, or state regulatory agency); or, • Proceedings by a self-regulatory association. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATES Subject to our Code of Ethics as described in Item 11 below, our directors, officers and employees may buy or sell investments for their personal accounts that are also recommended to our Clients or purchased for Client accounts. All Client accounts will be treated in a fair and equitable manner. SCP’s employees also serve on advisory or charitable boards as trustees or board members. These outside activities do not involve a substantial amount of the supervised person’s time. From time to time, some of our owners may buy, hold, or sell securities for themselves that are issued by Clients. These securities are typically private securities and are not offered to Clients. Investments in securities issued by a Client create a conflict of interest because they provide our owner with a potential incentive to favor those Client(s) over other Clients, when, for example, placing trades, aggregating orders, allocating limited opportunity investments, as applicable, or negotiating fees. To mitigate the potential conflict, SCP has adopted aggregation and allocation policies, which are described in Item 12, “Brokerage Practices”. In addition, we charge those Clients the same or similar fee to our other Clients (subject to other policies). ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING As a fiduciary to our Clients, we have adopted a Code of Ethics as required under the Investment Advisers Act of 1940 (Rule 204A-1). Our procedures seek to identify and acknowledge: 1. The potential conflicts of interest that exist when we manage assets for you across our various strategies and allow our employees (personal, family or friends accounts) to transact in the same securities, and 14 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 2. The inherent conflicts across all areas of our business (data research, sales and marketing efforts, due diligence, etc.) that impact or affect our unbiased judgment in providing services to our Clients. As a result, our Code, along with other policies, is designed to: • Acknowledge the actual and potential conflicts that exist. • Mitigate potential conflicts through policy, procedure, and data monitoring. • Remind our employees of the high standard of care we expect as a fiduciary. • Remind our employees of their personal obligation to comply with the Code and its requirements (including knowledge of penalties that we implement upon non-compliance) • Specifically impose policies, procedures and disclosures related to: o Personal Securities Transactions for each employee and members of their household and any “beneficially owned” account or asset (as that term is defined in the Code) o A prohibition on the misuse of material, non-public information on the issuer of any security (or our own trading activity in securities) o Restrictions on political contributions as mandated by the Advisers Act (pay-to-play restrictions related to governmental agencies and political candidates who appoint or sit on the boards of city, county, state, and federal governments) o Limitations on gifts given or received. o Pre-clearance requirements for certain securities transactions by an employee o The filing of an initial holdings report with our Chief Compliance Officer upon hire and annually, thereafter (including members of the household and all beneficial ownership brokerage accounts) o The disclosure, on a quarterly basis, via data download or through duplicate confirmations and statements directly to our Chief Compliance Officer from the custodian of an employee’s account(s) o Monitor all “reportable securities” as that term is defined in the Code. o The disclosure of, and approval of all outside business activity of any employee (prior to participation in the activity) The Code of Ethics is reasonably designed to ensure that the personal securities transactions, activities, and interests of the employees of SCP will not interfere with SCP’s fiduciary obligation to make and implement investment decisions in the best interest of its Clients. Nonetheless, because SCP’s Code permits employees to invest for their own accounts in the same securities as Clients, there is a possibility that the Code would enable employees to benefit from market movement that occurs as a result of SCP directed trades in Client accounts. SCP’s CCO, or designee, monitors employee personal trading to ensure that such activity does not conflict with SCP’s obligations to its Clients and to address issues that arise under the Code. 15 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 SCP manages employee accounts in order to test new strategies or to maintain a performance history of existing strategies. These accounts are not designed to generate additional revenue for SCP. Portfolio decisions in these accounts must adhere to a specific investment objective of the strategy, are bunched with Client accounts for trade execution and are monitored pursuant to the controls applied to Client portfolios. We will provide you with a copy of our Code upon request. You may request a copy by telephone from our Chief Compliance Officer, Cheryl A. Kotlarz, at 248.593.1500 or via email at ckotlarz@scpinv.com. ITEM 12: BROKERAGE PRACTICES Typically, SCP has full discretionary authority over your account assets. As described in Item 4 above, we have investment discretionary authority. In addition, we have brokerage discretionary authority. This means that we have the discretion to select the broker-dealer to use for your account transactions, including the negotiation of the price and the negotiation of commissions on a transaction-by-transaction basis unless directed by you to a specific broker-dealer. As a result, we conduct ongoing due diligence on several brokers, dealers and prime brokers that have explicit expertise in equity securities. Our assessment creates an internal “approved” list of approximately 10-20 brokers-dealers that we utilize for your execution services. These brokers or dealers may include those firms who also provide custodial services to SCP’s Clients. Selection or Recommendation of Brokers As a fiduciary, we are obligated to seek best execution for our Client transactions. While this term is widely used in financial services, “best execution” is not a defined term. Generally, best execution means obtaining the best possible combination of: • Price • Commission • Service (confidentiality of our transaction) • Ability to negotiate. • Reputation and expertise of the broker As a result, we are not per se under any duty or obligation to seek advance competitive bidding for the most favorable commission rate available for a particular transaction or to select any broker solely based on its purported or posted commission rates. We take reasonable steps to be aware of the current level of charges of eligible brokers and to minimize the transaction expenses incurred, to the extent consistent with the interests and policies of Clients. Although we generally seek competitive commissions, we will not necessarily pay the lowest brokerage commissions. If a transaction involves specialized services on the part of a broker, you will incur a higher commission as a result. 16 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 In determining the ability of a broker or dealer to seek for our Clients and us the best execution for securities transactions, we consider several factors, including (but not limited to) the following: • Execution capabilities necessary to the transaction • The importance of speed, efficiency, and confidentiality • The broker’s apparent familiarity with liquidity sources from which or to which particular securities may be purchased or sold. • The reputation and perceived soundness of the broker or dealer We place trades for the purchase and sale of securities through a centralized trading desk. Our traders have the expertise and discretion to select brokers for each transaction we place on your behalf unless specifically directed otherwise. Brokers or dealers are selected on a trade-by-trade basis based upon their ability to seek best execution. We evaluate and “recommend” through our use of the brokers approximately 10-20 brokers- dealers to our Clients. The approved broker list is subject to change by SCP at any time and for any reason. Soft Dollars SCP utilizes research and research related products and other brokerage services on a so-called soft dollar basis. Soft dollars mean that we use a portion of your commissions to pay for services we have determined are beneficial to us in the management of Client accounts. However, the use of your commissions to pay for services is a potential conflict of interest between our economic interests and yours. This is because we derive benefits without having to pay for the research product or service by check or cash. We have an incentive to select, use, or recommend these brokers to continue our receipt of these services. To mitigate the potential conflict present with the use of soft dollars, we have developed and implemented policies, procedures, and transaction monitoring. Monitoring is conducted on a formal basis at least quarterly. During each calendar quarter, we monitor several data points to look for exceptions to standard practices including commissions and execution prices. The broker, through either a verbal or an informal agreement, provides research services. The broker provides either internal or third-party research or execution services. CP has no written agreement or obligation to direct any portion of brokerage activity to a broker providing soft dollar services, however, if we do not meet the expected thresholds, we may not receive a continuation of the services. Certain soft dollar brokers we use provide statistical and/or attribution services and may state explicitly, in advance, the amount of brokerage trading activity (commissions) they require per calendar year for us to continue to receive the services. As a result, we monitor the value of the services provided by any broker coupled with our (and the broker’s) obligation to seek the best execution for all transactions a broker places, including those instructed by SCP on your behalf. Written or formal agreements for soft dollars or execution services would undermine the objectivity we need when assessing and placing transactions for your account As a result, the continuation of our receipt of products or services is dependent upon our continual use of those brokers, subject to our monitoring and assessment of best execution by those brokers. 17 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Through our use of soft dollars, you may receive commission charges on transactions that are higher than a broker would charge that did not engage in a soft dollar relationship with us. We use soft dollar brokers only when we have determined that the commission charged by the brokers is reasonable in relation to our assessment of the value of the brokerage or research services we receive. We are not required to place or to attempt to place a specific dollar value on the brokerage or research services provided. At times, we may direct brokerage transactions to a specific broker-dealer in return for research. The research received may not be useful to all Clients who participated in the transactions. In those situations, we will review the execution by the broker-dealer to ensure that the brokerage commissions paid by those Clients who do not benefit from the research are reasonable. All soft dollar brokerage or research services we receive comply with the soft dollar safe harbor under Section 28e of the Exchange Act, as amended. Should we utilize products or services that have a mixed use (research or non-research) they will be assessed on a good faith basis by SCP’s internal professionals; with the non-research portion paid by SCP in hard dollars. Commission Sharing Arrangements Another form of soft dollars is commission sharing arrangements, or CSA. A CSA occurs where an executing broker will reserve a portion of our Client’s transactions in an internally monitored account at the broker. Upon our explicit instruction (for example, the delivery of an invoice from SCP), the broker will pay the invoice and utilize the commission dollars in the CSA to do so. CSAs are agreed to by the broker and SCP with the understanding SCP will direct the broker to pay certain invoices for brokerage or research services pursuant to section 28e safe harbor. Your commissions may be used to pay for research and execution services received by SCP which may be useful to all or some of our Clients but not necessarily those Clients involved in any particular transaction. Brokerage for Client Referrals Directing brokerage in exchange for Client referrals is currently a prohibited practice at SCP. To do so would circumvent the Marketing Rule under the Advisors Act and would create a potential conflict of interest that could not be adequately mitigated. Although we appreciate the introduction to SCP, the direction of brokerage activity for Client referrals is inconsistent with our fiduciary obligations. You should realize that brokers who may introduce us to prospective Clients are also some of the approved brokers that we utilize. However, our use and continued use of these brokers does not include an assessment of the Clients or amount of assets they have introduced to SCP. We maintain an objective assessment of the brokers-dealers or custodians used for Client transactions. Directed Brokerage We do not recommend, request, or require that a Client use a specified broker-dealer or custodian. However, from time to time, Clients may direct or request us to use a particular broker-dealer to execute transactions. When this occurs, you should understand that the direction of a particular broker-dealer is a limitation on our brokerage discretionary authority. As a result: 18 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 • We are not able to negotiate the commissions or spreads for you. • A disparity may occur in commission or transactions costs when compared to Clients who do not direct us to use a broker. • Your transactions will not be aggregated or blocked together with those of our non- directed accounts, and • Best execution for your account and transactions may not be achieved due to higher commissions, greater spreads or less favorable prices than may be realized if we had the ability to select the broker-dealer and negotiate price and commission. In directing us to use a broker or dealer for your transactions, you represent that you have evaluated the broker-dealer and confirmed to your own satisfaction that the broker-dealer will provide you with the best execution. When requested by an Institutional Client in writing, SCP may direct a portion of a Client’s trading to the broker-dealer the Client has selected for their “commission recapture” program. The Client will determine the overall percentage of brokerage to be directed. Directed brokerage may have a negative impact on performance, as commissions may be higher than those charged to our other Clients. In addition, executions may be at prices different from those of our Clients who do not direct us to use a specific broker or dealer. Block Trading/Aggregation of Trades As an equity investment advisor, we are often in the position of buying or selling the same security for a number of Clients at approximately the same time. For certain securities (micro, small or mid-capitalization equities), we may have to do extended purchase or sale block transactions to ease into or out of a position due to the issuer’s trading volume and the ability to impact the market and market price of the security. As a result, the prices obtained on such transactions may vary substantially. All Client accounts participating in the same block will receive an average price calculated by the broker when multiple executions occur. We believe that block trading provides us with the ability to receive the best (negotiated and averaged) price for a security. The price shown on your confirmation report from the executing broker is the average execution price for the block transaction. In certain situations, blocked orders entered by us may not be completely filled, and in such an event we may pro-rate the completed portion of the order to ensure that all Clients participating in the blocked order will receive an allocated portion of the completed transaction. In other circumstances, when the full block is not completed, and where block participants receiving a pro-rated portion of their participation is very small (making the pro-rata allocation impractical), we may allocate shares on another basis (which is fair and equitable). For example, shares may be allocated on a random or cash available basis. Difficult block trades may be worked for several days or even weeks, to acquire or liquidate a full position. Typically, each original block will be documented and then the amount acquired each day will 19 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 be averaged price to participating accounts, and the trade re-entered the next day at the net (remaining amount) until the position is fully acquired or liquidated. Trade Rotation SCP seeks to enter Client trade orders in a fair, orderly, and equitable manner. To meet this objective, we follow a trade rotation policy and utilize a trade rotation log. SCP typically manages Client accounts based on a model portfolio that is designed to achieve the investment objectives of the strategy chosen by the Client. We may deviate from the pre-determined rotation policy when prevailing market conditions and the nature of the order makes it prudent to do so. Clients that have selected a specific strategy will participate in alphabetical / reverse alphabetical rotation. This rotation includes discretionary and directed accounts. This approach is designed so that each block or Client by designated brokerage systematically moves down the rotation on a per trade basis with the opportunity to start first. Trade-away Clients whose accounts are custodied at a directed broker may have a “trade-away” fee imposed by that custodial broker on any trade that SCP places on behalf of the account with a broker dealer other than the custodial broker. While SCP believes a trade away will benefit all Clients participating in the block, especially with small-volume trades, it may be difficult to quantify the potential price improvement. In certain situations, the trade-away fee may outweigh the benefit when smaller quantities are executed. Step-out Another method SCP may employ to potentially improve the execution it obtains while trading is the use of a step-out transaction. In a step-out transaction, SCP will block directed trades together. The trader will instruct the executing broker-dealer of our choice to execute the entire block. The executing broker-dealer will then "step-out" a portion of the trade to your directed broker to settle the trade. This allows directed brokerage accounts to participate in larger block transactions and get the same execution price while still paying the directed broker commission. While it may be difficult to quantify the actual improvement in execution that results from step-out trades, Clients benefit from participation in block transactions. Trade Error Correction As your fiduciary, we have procedures in place to review and correct any errors that we make in your accounts. Simply, if we cause an error and there is a loss in your account, we make you whole by correcting the error and making payment to your account to cover the losses. If a profit is made in your account, you are typically entitled to the profit, unless the error is a result of an investment restriction you placed on the account. In this situation, you will direct us to remove the error (and make the account whole as if the trade did not occur), or you instruct us to keep the profit in your account. 20 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 SCP does not maintain an error account at any broker or dealer. However, for accounting purposes, brokers or dealers may create and maintain an error account in SCP’s name for their processing of debits and credits related to errors. If the broker, custodian, or other third party caused the error, they will be responsible for making you whole in the case of losses. If SCP and others share the responsibility, we will work together to ensure we all pay our portion of losses and make you whole. We work hard to identify trade errors prior to settlement; however, we may not always do so. We correct trade errors through a cancel and rebill process (cancellation of the error trade and rebilling to the corrected transaction). However, once a trade is settled, we will utilize other methods to correct the error per your direction. If you are unable to accept a profit from an error, the net profit will be donated to charity, either by us or the Custodian. Best efforts are made to resolve all errors in a timely manner. Errors are documented and reviewed by the Chief Compliance Officer. Valuation Seizert Capital Partners utilizes, to the fullest extent possible, recognized, and independent pricing services and/or qualified custodians for timely valuation information for advisory Client securities and portfolios. SCP has adopted policies and procedures to review pricing and the valuation of illiquid or unpriced securities. ITEM 13: REVIEW OF ACCOUNTS Ongoing Reviews Most of our Clients are invested in accordance with one of our strategies. Model portfolio holdings are evaluated within each strategy on an ongoing basis by the portfolio manager. Portfolio weightings and allocations within the model portfolio are also reviewed by the portfolio manager as buy and sell decisions are determined and implemented. Client portfolios are checked electronically daily via an automated system to ensure compliance with Client investment objectives, guidelines, and restrictions. Exceptions or outliers are reviewed by the Chief Compliance Officer or designee. Exceptions are typically due to Client imposed restrictions or cash flows in the account. Periodic Reviews There are several events that trigger additional reviews which would be performed by the Managing Partner or a Portfolio Manager. These include but are not limited to the following: • Cash flows trigger a review of holdings and sector weightings to ensure the account remains consistent with our model after the addition or request to raise / remove cash by a Client. • Market fluctuations may prompt a review of portfolio weightings which will be rebalanced accordingly. • Client directed trading for tax loss harvesting and cash flows. • 21 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Annual Reviews We recommend each Client meet (in either person, by telephone or other electronic means) with us at least once per year but reviews may be done at your discretion. Reports Broker dealer / custodial reports: Clients and/or your designated agents should receive directly from your independent, third-party qualified custodian a monthly account statement that details security positions, current value, cost basis, expected yield and all debits and credits to your account. SCP Reports: We provide our Clients, (except participants in the CITs) a periodic report either monthly and/or quarterly. These reports are prepared from our portfolio accounting system and may include appraisals, purchases, and sales, and realized gains and losses. In our reports, we also include a market and economic update. You are encouraged to compare our reports with the custodial reports you receive from your broker or custodian. Collective Investment Trusts: Investors in the Collective Investment Trusts managed by us receive reports from the trustee of the trusts. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION New business brought to SCP by an employee may increase an employee’s total compensation. However, we do not employ individuals whose sole compensation is based upon the amount of business brought to us. A portion of the compensation we pay to our marketing employees is based upon client service and the compensation is not based on recommending one strategy over another. If one of our employees refers you to us, they will disclose their affiliation with our firm at the time of the referral. ITEM 15: CUSTODY Advisory Fee Debit: SCP does not maintain custody of Client assets meaning that SCP does not physically hold Client funds or securities, nor maintain the authority to possess or access them. Rather, each Client appoints a qualified custodian to take possession of all Client funds and securities. We have procedures in place regarding the process to follow if the firm inadvertently receives Client property. SCP is considered to have a limited form of custody by certain regulatory agencies or securities divisions by virtue of the discretionary authority that SCP maintains over some Client accounts, such as its ability to make withdrawals from Client accounts to pay its Advisory Fee. In the agreement we have with you, you authorize us (See Item 4) to instruct your custodian to deduct our advisory fees directly from your custodial account. Standing Letters of Authorization (“SLOA”) SCP is deemed to have custody of clients’ funds or securities when you have standing authorizations with your custodian to move money from your account to a third-party (“SLOA”) and, under that SLOA, it authorizes us to designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to protect your assets in such situations, which we follow. We do not have a beneficial interest in any of the accounts we are deemed to have Custody where SLOAs are on file. 22 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 Clients or the client’s independent representative should receive at least quarterly statements from their broker-dealer, bank, or other qualified custodian. We provide our clients with regular periodic statements, and we encourage you to compare the information contained in the statements we provide with the information that you receive from the custodian of your account. Our statements may vary from custodial statements based on several factors including custodial pricing issues, dividends due but not yet paid or fixed income accrued interest due or payable. For tax and other purposes, your custodial statement is the official record of your account(s) and assets. Important: If you do not receive your account statements directly from your custodian, please contact your custodian and/or SCP. It is important that you receive your account statements directly from your independent, third-party qualified custodian. ITEM 16: INVESTMENT DISCRETION For HNW and Institutional Clients: As disclosed in Item 4, we provide services only on a discretionary basis. This allows us, consistent with your investment objectives and needs, to purchase, sell, or hold securities in your accounts without obtaining your consent to the transactions. Our investment discretionary authority (and any imposed limitations) is documented in the written agreement we have with you. You may place limits on our investment discretionary authority. We reserve the right not to accept an account or to terminate an account if we believe your requested investment restrictions are too broad and would limit our ability for proper security selection or diversification. All restrictions are required to be in writing and agreed upon by both parties. You may modify your restrictions at any time, in writing. Modifications are not implemented until approved by and agreed to by SCP. Sub-Advisory: We provide advisory services pursuant to the agreement we have with each UMA. The UMA sponsor retains full discretion. Collective Investment Trusts: We provide discretionary investment management to the trustee of certain collective investment trusts or CITs. We provide advice with respect to the selection, monitoring, and replacement of the collective investment trust’s underlying investment options. ITEM 17: VOTING CLIENT SECURITIES SCP has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of Clients, in accordance with our fiduciary duties and SEC rule 206(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific obligations. In addition to SEC requirements governing advisors, our proxy voting policies reflect the fiduciary standards and responsibilities for ERISA. With respect to ERISA accounts, we will always vote proxies unless the plan documents specifically reserve the plan sponsor’s right to vote its own proxies. If situations should arise where the 23 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 interests of a client may possibly conflict with our interests with respect to any shareholder proposals for which proxies are being solicited, we will request the Client’s instructions with respect to the vote. SCP has obtained an independent third party to assist in the research, voting, administration, reporting, and record keeping of proxies. This process is completed by utilizing a set of proxy voting guidelines that are created and maintained by Institutional Shareholder Services (ISS). Voting decisions are based on a pre-established set of policy guidelines and the recommendations of ISS which makes its recommendations based on independent, objective analysis of the economic interests of shareholders. Proxies will be voted consistently when securities are held by multiple accounts with the guidelines selected. Clients may direct us to vote proxies in accordance with a specific set of guidelines (e.g., Taft – Hartley or custom guidelines) appropriate to their circumstances. While ISS recommendations are almost always used, SCP has the ability to override the policy guidelines. If a Portfolio Manager expresses an interest in voting in a manner inconsistent with the guidelines, they will provide an analysis to be reviewed by the committee. The committee will evaluate ensuring there is no conflict and that the vote is in the Client’s best interest. The committee will document the reason for overriding an ISS recommendation. Clients may obtain a copy of SCP’s Proxy Voting Policies, a description of the Guideline or information on how their securities were voted by contacting SCP at (248)593-1500 or info@scpinv.com. Class Actions From time to time, we receive notices with respect to securities held or previously held in Client portfolios that are subject to legal proceedings, including class actions or bankruptcies. Usually, Client custodians also receive these notices and therefore generally we do not forward these notices to our clients or their custodians. Also, we do not take legal action on behalf of or provide legal advice to our clients. ITEM 18: FINANCIAL INFORMATION We are obligated to disclose any information related to SCP’s financial condition that would impair our ability to meet contractual and fiduciary commitments to our Clients, or whether management persons or we have been the subject of a bankruptcy proceeding. As of the date of this Brochure, we do not have any event or proceeding to disclose under this item for our firm or any management person. 24 | P a g e S e i z e r t C a p i t a l P a r t n e r s  Fo rm A DV, Pa rt 2 A Ma r ch 1 7 , 2 0 2 5 PRIVACY DISCLOSURE The Securities & Exchange Commission (SEC) has adopted Regulation S-P which took full effect on July 1, 2001. This regulation requires the formal adoption of rules implementing notice requirements and restrictions on a financial institution’s ability to disclose non-public personal information about consumers A financial institution must provide its Clients with a notice of its privacy policies and practices at the beginning of the relationship or when an amendment is made and must not disclose non- public personal information about a Client to non-affiliated third parties unless the institution provides certain information to the Client. Investment management firms registered with the SEC are subject to Regulation S-P. Seizert Capital Partners strives to maintain your trust and confidence, an important part of which is our commitment to protect your personal information to the best of our ability. Therefore, we will not disclose your personal information to anyone unless it is required by law, at your discretion or is necessary to provide you with our services. We have not and will not sell your personal information to anyone. Seizert Capital Partners collects and maintains personal information so we can provide investment management services to you. This includes the following: ❑ Information that we receive from you personally to open an account or provide investment advice (such as name, home or business address, telephone number, assets, and income). ❑ Information about your portfolio with us (such as account balance, transactions, and account statements). ❑ Information we may receive from third parties concerning your account (such as confirmations and statements from brokerage firms). In order to provide investment management services to you, we may share personal information in very limited situations that may include: ❑ Information to companies that perform services on our behalf (such as technology consultants who assist in maintaining our computer systems). ❑ Information to companies as permitted by law, including those necessary to service your account (such as providing account information to brokers or custodians). To fulfill our privacy commitment, we have established firm-wide guidelines to safeguard the confidentiality, security, and integrity of your non-public personal information. We restrict access to information to employees based on their need to know to perform their job duties. We maintain physical, electronic, and other procedural safeguards to keep your personal information safe. Third parties who provide services for us are required to keep your information strictly confidential. The information of former Clients is protected to the same extent as our current Clients. 25 | P a g e S e i z e r t C a p i t a l P a r t n e r s