STRATEGIC ADVISORY SERVICES

Item 1: Cover Page Registered as Strategic Advisory Services, LLC | CRD No. 287984 Doing Business As: Strategic Advisory Services Strategic Advisory Services, LLC 6465 Quail Hollow Road – Suite 301 | Memphis, Tennessee 38120 Phone: (901) 751-2025 | Fax (901) 751-2866 www.saswealthadvisors.com MARCH 31, 2026 NOTICE TO PROSPECTIVE CLIENTS: READ THIS DISCLOSURE BROCHURE IN ITS ENTIRETY This brochure provides information about the qualifications and business practices of Strategic Advisory Services, LLC. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration does not imply a certain level of skill or training. If you have any questions about the contents of this Brochure, please contact James M. Walker, Chief Compliance Officer, at (901) 505-0121 or jamesm.walker@lpl.com. Additional information about Strategic Advisory Services and its investment advisory representatives is also available at www.adviserinfo.sec.gov. Page 1 of 24  Item 2: Summary of Material Changes Material Changes since the Last Update Strategic Advisory Services, LLC has made the following material updates to the Form ADV 2A (the “Brochure”) since the filing of our Other Than Annual Amendment on May 20, 2025:          Item 4 – Advisory Business: We updated the Description of the Business section, we added additional information under the Types of Advisory Services section regarding the Model Wealth Portfolios, Strategic Wealth Management Program, Covered Call Strategy and Sub- Advisory Arrangements. We also updated our Fiduciary Statement. Item 5 – Fees and Compensation: We added additional information regarding the Model Wealth Portfolios, Strategic Wealth Management Program and Sub-Advisory Fees. We also added a section called Compensation For the Sale of Securities or Other Investment Products. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss: We added additional categories to the Risk of Loss section. Item 10 – Other Financial Industry Activities and Affiliations: We added a Licensed Insurance Agents and Registered Representatives section and removed language mentioned about specific IAR’s of the Firm. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading: We updated this section and added additional information along with a Participation of Interest in Client Transactions – Personal Securities Transactions and Principal/Agency Cross Trades section. Item 12 – Brokerage Practices: We added additional information to further explain the relationship with our custodians LPL and Charles Schwab, our Best Execution process, details around Trade Aggregation and Other Economic Benefits we receive from our custodians. Item 13 – Review of Accounts: We added additional information that describes our review process and added a Reporting section. Item 15 – Custody: We updated this section to further clarify our custody relationship with LPL and Schwab and described how advisory fees are billed. Item 16 – Investment Discretion: We updated this section to further clarify the details regarding how we handle discretionary authority over the accounts we manage. In addition to these material updates, Strategic Advisory Services routinely makes updates throughout the Brochure to clarify the description of its business practices and conflicts of interest, as well as to respond to evolving industry best practices. Our prospective clients are strongly encouraged to read this Brochure in its entirety prior to engaging Strategic Advisory Services for advisory services. In the future, we will deliver a summary of any material changes to this and subsequent Brochures within 120 days of the close of our businesses’ fiscal year. If you have any questions or concerns regarding the content of this disclosure or should you require a hard copy of this Brochure be sent to you directly to you, please direct your inquiry to James M. Walker, Jr, Chief Compliance Officer at 901-505-0121 or jamesm.walker@lpl.com. Page 2 of 24  Item 3 – 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 .................................................................................................................................. 7 Item 6 – Performance-Based Fees and Side-by-side Management ............................................................................. 10 Item 7 – Types of Clients ............................................................................................................................................. 11 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 11 Item 9 – Disciplinary Information ................................................................................................................................ 17 Item 10 – Other Financial Industry Activities and Affiliations ...................................................................................... 17 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................................ 18 Item 12 – Brokerage Practices...................................................................................................................................... 19 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 ................................................................................................................................... 23 Page 3 of 24  Item 4 – Advisory Business A. Description of the Firm Strategic Advisory Services, LLC (“Strategic Advisory Services” “SAS” “we” “us” or “the Firm”) is an independent investment management firm. We are a Tennessee Limited Liability Corporation registered as an investment advisor with our principal place of business located in Memphis, TN. Strategic Advisory Services began conducting business as an independent investment firm in 2017 and has been registered with the United States Securities and Exchange Commission since 2017. The firm offers asset management and investment management services. The principal and sole owner of the firm is James M. Walker, Jr. (CRD No. 1108895). B. Types of Advisory Services Asset & Investment Management Investment Adviser Representatives (“IAR’s”) of SAS primarily provide discretionary fee based asset management services to individual clients and high-net worth individuals. The advice is tailored to the individual needs of each client based on their investment objective in order to help assist them to meet their financial goals. Accounts are reviewed on a regular basis and rebalanced as necessary according to each client’s investment profile. The firm offers an open architecture account with the assets held at LPL and Schwab as the qualified custodian. IAR’s provide advice on the purchase and sale of various types of investments, such as mutual funds, exchange-traded funds (“ETFs”), real estate investment trusts (“REITs”), equities, and fixed income securities. More specific account information and acknowledgements are further detailed in the account opening documents. IAR’s of SAS are also able to manage an advisory account where a client’s assets are allocated between a select number of portfolio managers. The portfolio manager manages the portfolio consistent with the portfolio objectives without regard for any particular client of SAS. It is the responsibility of the IAR of SAS to select and allocate assets between the portfolio managers. This is not a referral model. In addition, IAR’s of SAS are able to manage and allocate a client’s assets within a network of institutional portfolio managers with significantly lower account minimums. By using separate account managers, clients can enjoy a higher level of specialization and service through the ownership of individual securities. A broad range of portfolio managers and multiple investment styles are available, including equity, fixed income, asset classes, mutual funds, ETFs, and specialty strategies. This is not a referral model. There is generally a $25,000 minimum account opening amount required to open an asset management account whereas accounts allocated between third party portfolio managers require an investment amount of $100,000. The minimum amount for accounts with institutional money managers require $100,000 for equity strategies and $250,000 for fixed income strategies. Model Wealth Portfolios SAS offers clients access to model portfolio programs available through its custodian and broker- dealer, LPL Financial LLC, including the Model Wealth Portfolios (“MWP”) program. MWP is a model portfolio platform in which LPL Financial provides asset allocation models constructed using mutual funds, exchange-traded funds (“ETFs”), and other securities. Page 4 of 24  Under the MWP program, LPL Financials’ investment management team develops and maintains a series of model portfolios or “sleeves” designed to meet various investment objectives, risk tolerances, and time horizons. SAS assists clients in determining whether participation in the program is appropriate based on the client’s financial circumstances, investment objectives, risk tolerance, and other relevant factors. Once a client selects an appropriate model portfolio, the portfolio is implemented in the client’s account held at LPL Financial. LPL Financial is responsible for constructing and maintaining the model portfolios and may periodically update or rebalance the models. When model changes occur, the Firm typically implements the changes in client accounts or authorizes LPL Financial to implement such changes. SAS provides ongoing advice regarding the client’s overall financial situation and monitors the investment “sleeves” and can update the selected equity “sleeves” on a discretionary basis. However, the Firm does not design or manage the underlying model portfolios. Participation in the MWP program may not be appropriate for all clients. Clients should understand that investment decisions made by LPL Financial for the model portfolios may differ from those that SAS would make if managing the portfolio directly. Strategic Wealth Management Program SAS offers clients access to the Strategic Wealth Management (“SWM”) program available through its custodian and broker-dealer, LPL Financial LLC. The SWM program is a managed account program that provides clients with access to professional investment management services through a unified managed account structure. The SWM program offers a wrap fee program account where clients will pay a single asset-based fee for advisory services. This fee covers most transaction costs and certain administrative and custodial costs associated with your investments. If you expect to trade infrequently or to pursue a “Buy and hold” strategy, a wrap program may cost you more than paying for the program’s services separately and you may want to consider a brokerage relationship rather than an advisory relationship. In order to evaluate whether a wrap fee arrangement is appropriate, clients should compare the agreed-upon Wrap Program Fee and other services provided by SAS along with any other costs associated with participating in the SWM Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for advisory fees, brokerage and execution costs, and custodial services comparable to those provided under the SWM Program. Within the SWM program, client assets may be managed using a variety of portfolio management approaches, including:  Model portfolios developed by third-party strategists  Portfolio management by third-party investment managers  Advisor-managed portfolios implemented by the Firm  Asset allocation models constructed using mutual funds, exchange-traded funds (“ETFs”), equities, fixed income securities, and other investments SAS assists clients in determining whether participation in the SWM program is appropriate based on the client’s investment objectives, financial circumstances, risk tolerance, and time horizon. Page 5 of 24  Depending on the selected strategy, portfolio management decisions may be made by the Firm, a third-party investment manager, or a strategist that provides model portfolios. SAS is responsible for recommending the strategy and monitoring the client’s account on an ongoing basis. Client accounts are maintained at LPL Financial LLC, which serves as the custodian and broker-dealer for SWM accounts. Transactions are executed through LPL Financial as part of the program. Covered Call Strategy SAS employs covered call writing on approved accounts to generate income, reduce volatility, and provide downside protection equal to the option premium. The strategy limits upside potential to the call's strike price plus premium earned and received at the time the option is written until the option’s expiration date. Calls are written against stocks already in portfolio or those purchased specifically for this purpose. Sometimes, options are written immediately after purchase; other times, they are written when SAS feels that the stock's valuation is ahead of the current fundamentals and believes the long-term prospects of the company remain positive and appropriate for the portfolio. Sub-Advisory Arrangements As mentioned above, where appropriate, SAS selects certain Sub-Advisors to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement with the designated Independent Manager or within the Wealth Management Agreement executed with SAS. In addition to this brochure, clients will also receive the written disclosure documents of the respective Sub- Advisors engaged to manage their assets. SAS evaluates a variety of information about Sub-Advisors, which may include the Sub-Advisors’ public disclosure documents, materials supplied by the Sub-Advisors themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Sub-Advisors’ investment strategies, past performance, and risk results in relation to its clients’ individual portfolio allocations and risk exposure. SAS also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. SAS continues to provide services relative to the discretionary or non-discretionary selection of the Sub-Advisors. On an ongoing basis, the Firm monitors the performance of accounts managed by Sub-Advisors. SAS also monitors the Sub-Advisors’ strategies and target allocations for alignment with its clients’ investment objectives and overall best interests. In cases where a Sub-adviser is engaged in a client relationship, the client will also sign an advisory contract directly with the Sub-Adviser (Dual Contract Relationships) or through SAS combined with the Sub-Adviser (Single Contract Relationships). The Sub-Adviser will deliver their Firm Brochure, such as this one, to the client as well. C. Important Information About SAS Services Fiduciary Statement We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are Page 6 of 24  also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act, (“ERISA”) and/or the Internal Revenue Code, (“IRC”), as applicable, which are laws governing retirement accounts. SAS has to act in the best interests of our clients at all times and not put our interests ahead of our clients. At the same time, the way we make money creates conflicts with your interests. We must take into consideration each client’s objectives and act in the best interests of the client. We are prohibited from engaging in any activity that is in conflict with the interests of the client. We have the following responsibilities when working with our clients:  Meet a professional standard of care when making investment recommendations (give prudent advice);  Never put our financial interests ahead of yours when making recommendations (give loyal advice);  Avoid misleading statements about conflicts of interests, fees and investments;  Follow policies and procedures so we give advice that is in your best interest;  Charge no more than is reasonable for our services; and  Give you basic information about conflicts of interest. We will use reasonable care and exercise independent professional judgement when conducting investment analysis, making investment recommendations, trading, promoting our services, and engaging in other professional activities. D. Assets Under Management As of December 31, 2025, the firm has $201,174,393 of discretionary assets and $0.00 non- discretionary assets under management. Item 5 – Fees and Compensation IAR’s may only provide services and charge fees based on the Asset Management Agreement. However, the exact service and fees charged to a particular client are dependent upon the IAR that is working with the client. The IAR will consider the individual needs of each client when recommending an advisory platform. Furthermore, investment strategies and recommendations are tailored to the individual needs of each client. Model Wealth Portfolios Clients participating in the Model Wealth Portfolios program pay an advisory fee to the Firm for investment advisory services. This advisory fee is typically calculated as a percentage of the assets held in the account and is billed as described elsewhere in this brochure. In addition to the Firm’s advisory fee, clients incur other fees and expenses associated with the MWP program. These may include:  Program or platform fees charged by LPL Financial LLC  Fees and expenses charged by the underlying mutual funds and ETFs held in the model portfolios Page 7 of 24   Brokerage or transaction costs where applicable These fees are separate from and in addition to the Firm’s advisory fee. Clients should review the applicable program documentation and prospectuses of the underlying investments for a complete description of these fees. Because the Firm recommends that clients custody assets at LPL Financial and may recommend the use of LPL’s Model Wealth Portfolios program, a conflict of interest exists in that the Firm benefits from the advisory fees associated with assets maintained in these accounts. Clients are not required to participate in the MWP program and may implement investment strategies outside of the program if they choose. Strategic Wealth Management Clients participating in the SWM program pay a bundled fee for investment advisory services. This fee generally includes:  The advisory fee paid to the Firm  Program and administrative fees charged by LPL Financial LLC  Portfolio management fees paid to third-party managers or strategists, if applicable When managing a client's account on a wrap fee basis, SAS receive as compensation for our investment advisory services, the balance of the total wrap fee you pay after custodial, trading and other management costs (including execution and transaction fees) have been deducted. Accordingly, SAS has a conflict of interest because we have a financial incentive to maximize our compensation by seeking to reduce or minimize the total costs incurred in your account(s) subject to a wrap fee. The total program fee is typically calculated as a percentage of assets under management and is billed as described elsewhere in this brochure. Clients should be aware that the SWM program fee does not include certain costs associated with investing. Additional fees may include: Internal expenses of mutual funds or exchange-traded funds   Transaction charges for certain securities where applicable  Other account-related expenses These fees and expenses are separate from and in addition to the program fee. Because SAS recommends the SWM program available through LPL Financial LLC, SAS has a financial incentive to recommend the program since SAS receives a portion of the advisory fee paid by clients. Clients are not obligated to participate in the SWM program and may choose other investment options or programs. IAR’s can offer asset management accounts where clients are charged transaction fees in addition to the advisory fee or where the transactions fees are absorbed as part of the advisory fee. The advisory fee for accounts where the IAR does not charge a transaction fee may be higher than an account where the client is charged a transaction fee. Depending on the anticipated level of trading Page 8 of 24  and account size, IAR’s of SAS will work with each client to determine the most cost effective fee structure. Transaction charges vary based on the type of transaction (e.g., mutual fund, equity or ETF) and for mutual funds based on whether the mutual fund pays 12b-1 fees and/or recordkeeping fees to LPL.  Transaction charges paid by the Advisor for equities, ETFs, and UTIs are $0 to $25.  For mutual funds, the transaction charges range from $0 to $26.50. In addition, class A Shares typically pay LPL a 12b-1 fee for providing brokerage-related services to the mutual funds. Whereas I Shares generally are not subject to 12b-1 fees.  Clients should understand that the transaction charges may be a factor is considered when deciding which securities to select and how frequently to place transactions.  Clients should understand this conflict and consider the additional indirect expenses of the mutual fund fees when negotiating and discussing with your Advisor the advisory fee for management of an account.  This conflict is mitigated by the fiduciary duty to act in the client’s best interest and acting accordingly. Clients may also incur certain charges imposed by third-parties in connection with investments made in the account(s), including , but not necessarily limited to, the following types of charges: investment managers, mutual fund management fees and administrative serving fees, mutual fund 12b-1 fees, certain deferred sales charges on previously purchased mutual funds, clearing, custody, postage and handling, other transaction charges and service fees (i.e. account transfer fees, wire transfer fees, termination fees, etc.) interest on debt balances, IRA Qualified Retirement Plan fees, and other costs or charges with securities transactions mandated by law. Further information regarding charges and fees assessed by a mutual fund or other securities sponsors is available in the appropriate prospectus or disclosure statement. Sub-Advisor Fees In relationships with Custodians and Sub-Advisors, all costs associated with the relationship will be disclosed in the contract signed by the client with the Custodian and/or Independent Manager. In some cases, SAS will receive a portion of the total fee charged by the Independent Manager and in other cases SAS will charge the total fee and pay a portion to the Independent Manager. It should be noted that the investment management fees charged by a Sub-Advisor are separate and in addition to the Annual Advisory fee charged by SAS. The client should review all fees charged by funds, brokers, SAS and others to fully understand the total amount of fees paid by the client for investment and financial-related services. Investment Management fees are charged as follows: Fees are billed in advance based on assets under management as of the last business day of the previous quarter. [Quarter End Value x Advisory Fee] / 360 x 90 Days = Advance Billing. Page 9 of 24  Utilizing the above formula, clients are charged up to 1.5% annually on the assets managed by SAS. The actual fee each Client pays is set forth in the Asset Management Agreement, is negotiable, and is based on a number of factors, including Client investment strategies, assets under management and time devoted by the advisors at SAS to the Client’s account(s). The Client bears responsibility for verifying the accuracy of our fee calculations. We reserve the right to modify our fees after we have provided a Client at least 30 days prior written notice. Clients may terminate the agreement without penalty for a full refund of the fees within five business days of signing an agreement. Thereafter, clients may terminate the agreement with 30 days' written notice. If the advisory agreement is terminated before the end of the quarterly period, client is entitled to a pro-rated refund of any pre-paid quarterly advisory fee based on the number of days remaining in the quarter after the termination date, which will be processed by the custodian. Compensation For the Sale of Securities or Other Investment Products Certain IAR’s providing investment advice on behalf of the Firm are also registered representatives of a broker dealer. The Firm’s only compensation is received directly from you, our client; however, in their capacity as registered representatives, these IAR’s receive commission-based compensation in connection with the purchase and sale of securities. Compensation earned by these IAR’s in their capacities as registered representatives is separate and could be in addition to our advisory fees. This practice presents a conflict of interest because IAR’s providing investment advice on behalf of SAS, who are registered representatives, could have an incentive to effect securities transactions for the purpose of generating commissions. You are under no obligation, contractually or otherwise, to purchase securities products through any person affiliated with our firm. Additionally, certain IAR’s providing investment advice on behalf of SAS are licensed as independent insurance agents. These IAR’s will earn customary commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by these IAR’s are separate and in addition to our advisory fees. This practice presents a conflict of interest because IAR’s providing investment advice on behalf of our firm who are insurance agents could have an incentive to recommend insurance products to you for the purpose of generating commissions. However, you are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with SAS. To fully understand both of these potential conflicts, you should review the additional information provided by your Advisor (the “Advisor Brochure”) which will advise if your Advisor serves in either of these roles. You are also encouraged to ask your Advisor about these potential licenses and registrations and potential conflicts. Item 6 – Performance-Based Fees and Side-by-side Management “Performance-based fees” are fees based on capital gains or capital appreciation in a client’s account. SAS does not charge performance-based fees. “Side-by-side management” is a type of account that charges a performance-based fee and another type of fee, such as an hourly or fixed fee or an asset-based fee. Because we do not charge performance-based fees, we do not engage in side-by-side management. Page 10 of 24  Item 7 – Types of Clients We provide investment advice to individuals, high net worth individuals, small businesses, , estates, charitable organizations as well as state and corporations and pension plans. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A client's portfolio may include assets of publicly held companies in the United States and foreign markets. This may include both equities and fixed income assets. Other options may include domestic and foreign debt instruments (i.e. government and corporate bonds), real estate investment trusts and mutual funds or private placements that invest in natural resources or managed futures (markets such as, and not limited to, currency, commodity, agriculture and energy). Each market may function and change in different ways depending on supply and demand, current events and investor behaviors. While our goal is to help increase a client's net worth, there is potential for losses in market, principal, and interest values. These changes may also affect a client's tax situation and filings. Analysis and strategies are generally based on:  Publicly Available Data  A Client's Net Worth  Risk Tolerance  Goals for Investment Account Funds  3rd Party Research Each client portfolio will be initially designed to meet a c l i e n t ’ s investment goals, which we determine to be appropriate for the client’s circumstances. Once the portfolio has been determined, we regularly review the portfolio and if appropriate, rebalance it based upon the client’s individual needs, stated goals and objectives. The firm may use one of more of the following methods to formulate investment advice when managing assets. Depending on the analysis the firm will implement a long- or short-term trading strategy based on the particular objectives and risk tolerance of each individual client.  Fundamental Analysis – involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value.  Technical Analysis – involves the analysis of past market data; primarily price and volume. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Page 11 of 24  SAS also leverages LPL Research to help determine appropriate holdings and allocations on behalf of clients. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. There are different types of investments that involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal any specific performance level(s). Past performance is not indicative of future results. The firms’ methods of analysis and investment strategies do not represent any significant or unusual risks however all strategies have inherent risks and performance limitations. The below detailed risks are the most common risks considered by SAS and risks that clients should recognize and understand. It is a combination of these risks that equal the particular risk profile of an account. Depending on a particular allocation, the degree of any one particular risk will vary accordingly.   Market Risk – the risk that the value of securities may go up or down, sometimes rapidly or unpredictably, due to factors affecting securities markets generally or particular industries. This is a risk that will affect all securities in the same manner caused by some factor that cannot be controlled by diversification Interest Rate Risk – 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.  Credit Risk – 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.  Business Risk – the measure of risk associated with a particular security. It is also known as unsystematic risk and refers to the risk associated with a specific issuer of a security. Generally speaking, all businesses in the same industry have similar types of business risk. More specifically, business risk refers to the possibility that the issuer of a particular company stock or a bond may go bankrupt or be unable to pay the interest or principal in the case of bonds.  Financial Risk – Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value.  Cybersecurity Risk – With the use of technology to conduct business, a portfolio is subject to operational, information security and related risks. Cyber incidents can result from deliberate attacks or unintentional events, including but not limited to unauthorized access to systems leading to misappropriated confidential data, corrupted data, or operational disruption. A breach in cyber security may cause an account to lose proprietary information, suffer data corruption, or lose operational capacity. This in turn could cause an account to incur regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures, and/or financial loss.  Taxability Risk – the risk that a security that was issued with tax-exempt status could potentially lose that status prior to maturity. Since municipal bonds carry a lower interest rate than fully taxable bonds, the bond holders would end up with a lower after-tax yield than originally planned. Page 12 of 24    Call Risk – the risk specific to bond issues and refers to the possibility that a debt security will be called prior to maturity. Call risk usually goes hand in hand with reinvestment risk because the bondholder must find an investment that provides the same level of income for equal risk. Call risk is most prevalent when interest rates are falling, as companies trying to save money will usually redeem bond issues with higher coupons and replace them on the bond market with issues with lower interest rates. Inflationary Risk – the risk that future inflation will cause the purchasing power of cash flow from an investment to decline.  Liquidity Risk – the possibility that an investor may not be able to buy or sell an investment as and when desired or in sufficient quantities because opportunities are limited.  Reinvestment Risk – the risk that falling interest rates will lead to a decline in cash flow from an investment when its principal and interest payments are reinvested at lower rates.  Prepayment Risk – Some types of bonds are subject to prepayment risk. Similar to call risk, prepayment risk is the risk that the issuer of a security will repay principal prior to the bond’s maturity date, thereby changing the expected payment schedule of the bonds. Prepayment risk is particularly prevalent in the mortgage-backed bond market, where a drop in interest rates can trigger a refinancing wave. When investors in a bond comprised of the underlying pool of mortgages receive their principal back sooner than expected, they may be forced to reinvest at prevailing, lower rates.  Political and Legislative Risk – Companies face a complex set of laws and circumstances in each country in which they operate. The political and legal environment can change rapidly and without warning, with significant impact, especially for companies operating outside of the U.S. or those companies who conduct a substantial amount of their business outside of the U.S.  War and Geopolitical Conflict Risk – Investment strategies may be subject to significant geopolitical risks that can arise from conflicts between nations or within regions. One such example is the ongoing conflict between Israel and Gaza. This conflict has led to periodic escalations in violence, resulting in economic sanctions, military actions, and disruptions to normal economic activities in the region. The volatility and unpredictability associated with this conflict may have a direct or indirect impact on the performance of certain investments. Investments with exposure to the Middle East region, including but not limited to, equities of companies operating within or closely with Israel or Gaza, fixed-income securities issued by governments or corporations in this area, or commodities that are sourced from the region, may be particularly susceptible to loss. The conflict can affect market prices, currency values, and the overall economic stability of the region. It may also influence global market sentiment, causing broader market fluctuations.  Pandemic Risk – Large-scale outbreaks of infectious disease can greatly increase morbidity and mortality over a wide geographic area, crossing international boundaries, and causing significant economic, social, and political disruption.  Custodial Risk – This risk is the probability that a party to a transaction will be unable or unwilling to fulfill its contractual obligations either due to technological errors, control failures, malfeasance, or potential regulatory liabilities.  Currency/Exchange Rate Risk – the risk of a change in the price of one currency against another.  Private Placement Risks – private placements are non-public offers and are not required to comply with registration requirements based on the Securities Act of 1933 Regulation D exemption. Such investments include the risk of losing a portion or the entire principal amount Page 13 of 24  invested, a lack of public information and financial disclosures as well as liquidity risks related to not being publicly traded.  Real Estate Investment Trusts (REITs) – a REIT is a type of security that invests in real estate through property or mortgages to allow for an ownership interest in real estate ventures and commercial properties. The risks of such investments include raising interest rates and the potential for the underlying real estate venture to be unsuccessful as well as low occupancy rates for commercial properties. Non-traded REITs an additional liquidity risk and a lack of public information. Types of Investments (Examples, Not Limitations) The asset type and concentration will vary per client based on individual account objectives, time horizons and risk tolerances. Below is a list of investment types made available to clients of SAS.  Mutual Funds – a pool of funds collected from many investors for the purpose of investing in securities such as stocks, bonds, money market instruments and similar assets. o Open-End Mutual Funds – a type of mutual fund that does not have restrictions on the amount of shares the fund will issue and will buy back shares when investors wish to sell. Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature . o Closed-End Mutual Funds – a type of mutual fund that raises a fixed amount of capital through an initial public offering (IPO). The fund is then structured, listed and traded like a stock on a stock exchange. Clients should be aware that closed-end funds available within the program are not readily marketable. In an effort to provide investor liquidity, the funds may offer to repurchase a certain percentage of shares at net asset value on a periodic basis. Thus, clients may be unable to liquidate all or a portion of their shares in these types of funds.  Alternative Strategy Mutual Funds – Certain mutual funds available in the program invest primarily in alternative investments and/or strategies. Investing in alternative investments and/or strategies may not be suitable for all investors and involves special risks, such as risks associated with commodities, real estate, leverage, selling securities short, the use of derivatives, potential adverse market forces, regulatory changes and potential illiquidity. There are special risks associated with mutual funds that invest principally in real estate securities, such as sensitivity to changes in real estate values and interest rates and price volatility because of the fund’s concentration in the real estate industry.  Unit Investment Trust (UIT) – An investment company that offers a fixed, unmanaged portfolio, generally of stocks and bonds, as redeemable "units" to investors for a specific period of time. It is designed to provide capital appreciation and/or dividend income. UITs can be resold in the secondary market. A UIT may be either a regulated investment corporation (RIC) or a grantor trust. The former is a corporation in which the investors are joint owners; the latter grants investors proportional ownership in the UIT's underlying securities.  Equity – investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environment.  Options- an option is the right to buy or sell an equity security at a set price (the strike price) on or before an expiration date in the future (the expiration price). The only Options Strategy used on Page 14 of 24  behalf of SAS clients is the writing of Options to generate income and hedges for individual equities owned. (Cover Call Writing) The purchase of options (long calls or long puts) gives the investor the right to buy or sell the underlying security at a predetermined price prior to expiration. Purchasing options involves the payment of a premium and may be used to gain exposure to a security with a smaller capital outlay or to hedge existing positions. The primary risk of purchasing options is that the option may expire worthless, resulting in the loss of the entire premium paid. Writing or selling options (short calls or short puts) obligates the investor to buy or sell the underlying security at the exercise price if the option is exercised by the option holder. Selling options may generate income through the receipt of option premiums; however, these strategies involve additional risks. Short options may expose the investor to potentially significant losses, particularly in the case of uncovered or “naked” options where the investor does not own the underlying security. Losses on certain option positions can exceed the premium received and may be substantial.  Exchange Traded Funds (ETFs) – an ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors.  Leveraged Exchange Traded Funds (Leveraged ETFs) – is an exchange-traded fund that seeks to deliver a multiple (such as 2× or 3×) of the daily performance of a specified index, sector, or benchmark by using financial instruments such as derivatives, borrowing, and other forms of leverage. Leveraged ETFs are designed to achieve their stated multiple on a daily basis, not over longer periods of time. Because these funds reset their exposure each day, the performance of a leveraged ETF over periods longer than one day may differ significantly from the stated multiple of the underlying index’s performance due to the effects of compounding and daily rebalancing. The use of leverage increases both potential gains and potential losses, making leveraged ETFs generally more volatile and higher risk than traditional exchange-traded funds. Leveraged ETF’s can only be traded on the Schwab platform.  Exchange-Traded Notes (ETNs) – An ETN is a senior unsecured debt obligation designed to track the total return of an underlying market index or other benchmark. ETNs may be linked to a variety of assets, for example, commodity futures, foreign currency and equities. ETNs are similar to ETFs in that they are listed on an exchange and can typically be bought or sold throughout the trading day. However, an ETN is not a mutual fund and does not have a net asset value; the ETN trades at the prevailing market price. Some of the more common risks of an ETN are as follows. The repayment of the principal, interest (if any), and the payment of any returns at maturity or upon redemption are dependent upon the ETN issuer’s ability to pay. In addition, the trading price of the ETN in the secondary market may be adversely impacted if the issuer’s credit rating is downgraded. The index or asset class for performance replication in an ETN may Page 15 of 24  or may not be concentrated in a specific sector, asset class or country and may therefore carry specific risks.  Fixed Income – investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below.  Structured Products – Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the Investors may be sacrificing a principal invested, others offer only partial or no protection. higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits.  Hedge Funds and Managed Futures – Hedge and managed futures funds are available for purchase in the program by clients meeting certain qualification standards. Investing in these funds involves additional risks including, but not limited to, the risk of investment loss due to the use of leveraging and other speculative investment practices and the lack of liquidity and performance volatility. In addition, these funds are not required to provide periodic pricing or valuation information to investors and may involve complex tax structures and delays in distributing important tax information. Client should be aware that these funds are not liquid as there is no secondary trading market available. At the absolute discretion of the issuer of the fund, there may be certain repurchase offers made from time to time. However, there is no guarantee that client will be able to redeem the fund during the repurchase offer.  Annuities – are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later Page 16 of 24  in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do.  Variable Annuities – If client purchases a variable annuity that is part of the program, client will receive a prospectus and should rely solely on the disclosure contained in the prospectus with respect to the terms and conditions of the variable annuity. Client should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts.  Non-U.S. Securities – present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available.  Margin Accounts – Client should be aware that margin borrowing involves additional risks. Margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the value of the securities in the account goes down. The custodian, acting as the client’s creditor, will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact the performance figures reflected on the quarterly advisory reports.  Long-Term Purchases – are securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year.  Short-Term Purchases – are securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Other investment types may be included as appropriate for a particular client and their respective trading objectives. Item 9 – Disciplinary Information We are required to disclose all pertinent facts regarding any legal, regulatory or disciplinary events that would be material to your evaluation of the Firm or the integrity of our management. There is no disciplinary information to disclose. Item 10 – Other Financial Industry Activities and Affiliations Licensed Insurance Agents and Registered Representatives Certain IAR’s of our firm are licensed as independent insurance agents and/or registered representatives. See Item 5 above for more details. Page 17 of 24  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics SAS adopted a Code of Ethics for Insider Trading (the “Code” in compliance with Rule 204A-1 of the Investment Advisor Act of 1940. The Code establishes standards of conduct for our supervised and access persons and its key provisions include:  Statement of General Principles  Policy on and reporting of Personal Securities Transactions  A prohibition on Insider Trading  Restrictions on the acceptance of significant gifts  Procedures to detect and deter misconduct and violations  Conflicts of interest  Fiduciary duty  Requirement to maintain confidentiality of client information The Code also requires supervised persons to report any violations of the Code promptly to the CCO. Our supervised persons must acknowledge the terms of the Code at least annually, and any employee not in compliance with the Code may be subject to disciplinary action, up to and including termination of association with the Firm. We will provide a copy of our Code upon request. Participation or Interest in Client Transactions – Personal Securities Transactions Both the Firm and our supervised persons may buy or sell securities identical to those recommended to clients for their personal accounts. The Code, described above, is designed to assure that the personal securities transactions, activities and interests of the supervised persons of the Firm will not interfere with (i) making decisions in the best interest of clients and (ii) implementing such decisions while, at the same time, allowing supervised persons to invest for their own accounts. Under the Code, certain classes of securities, primarily mutual funds, have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of our clients. Nonetheless, because the Code in some circumstances would permit supervised persons to invest in the same securities as clients, there is a possibility that supervised persons might benefit from market activity by a client in a security held by an employee. The Firm may maintain a list of restricted securities that supervised persons may not purchase or sell based upon having (or possibly having) access to inside information. The policy governing employee trading is reasonably designed to prevent conflicts of interest between the Firm and our clients. Participation or Interest in Client Transactions and Principal/Agency Cross Trades We do not recommend any securities to our clients in which we have a material financial interest. We do not affect any principal or agency cross securities transactions for client accounts. We also do not cross trades between client accounts. Page 18 of 24  This disclosure is provided to give all clients a summary of our Code of Ethics. However, if a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Item 12 – Brokerage Practices Custodians The Firm recommends that clients maintain their advisory accounts at LPL Financial LLC or Charles Schwab & Co., Inc. (“Schwab”), which serve as the custodians and broker-dealers for client accounts. Clients of the Firm are generally required to establish an account with either LPL Financial or Schwab in order to receive the Firm’s advisory services. In certain cases, the Firm recommends that clients participate in programs available through LPL Financial, including the Model Wealth Portfolios program and the Strategic Wealth Management program. These programs are managed account platforms that provide access to model portfolios, third-party managers, or strategist portfolios. Because the Firm recommends LPL Financial LLC and Charles Schwab & Co., Inc. as custodians and offers programs available through LPL Financial or Charles Schwab, a conflict of interest exists in that the Firm has an incentive to recommend LPL Financial. Clients should understand that other custodians may offer similar services, different investment options, or lower costs. IAR’s of SAS are also registered representatives of LPL and may recommend LPL for securities transactions. In their capacity as registered representatives, these individuals may receive transaction-based compensation for brokerage services provided through LPL Financial. SAS does not maintain discretionary authority in determining the broker/dealer with whom orders for the purchase and sale of securities are placed for execution. SAS does not have discretion regarding the commission rates at which such transactions are effected. Research and Other Soft Dollar Benefits We have no written or verbal arrangements whereby we received soft dollars. Brokerage for Client Referrals We do not receive client referrals from broker-dealers. Client Directed Brokerage We do not allow directed brokerage accounts. Best Execution We periodically evaluate the fees charged by the custodians to our Clients and the services Page 19 of 24  provided by the custodians to evaluate whether overall best execution could be achieved by using alternative custodians. We also look at these other factors when evaluating our custodians:  Ability to trade mutual funds and other investments that we determine are suitable for a client’s portfolio;  Any existing custodial relationship between the client and the custodian;  Quality of customer service and interaction with the Firm;  Discount transaction rates; and  Reliability and financial stability of the custodian. Trade Aggregation We do aggregate and execute block trades for clients. Trade aggregation is the act of trading a large block of a security in a single order. Shares of a purchased security are allocated prior to execution to the appropriate accounts in the appropriate proportion. The main purposes of order aggregation are (i) for ease of trading and (ii) to obtain a lower transaction cost associated with trading a larger quantity. As a result, clients purchasing securities around the same time may receive a less favorable price than other clients. In addition, not aggregating trades may result in higher transaction costs, as a client will not benefit from lower transaction costs which might be achieved if the trade was aggregated. Other Economic Benefits SAS may receive, from custodians, at no cost to us, professional services, computer software and related systems support, enabling us to better monitor client accounts maintained at the broker-dealer. We may receive this support without cost because of the portfolio management services rendered to clients that maintain assets at the custodian. The support provided may benefit us, but not our clients directly. In fulfilling our duties to our clients, we endeavor at all times to put the interests of our clients first. Clients should be aware, however, that SAS’s receipt of economic benefits from a custodian may create a conflict of interest since these benefits may influence our choice of custodian over another custodian that does not furnish similar services, software and systems support. SAS mitigates these conflicts of interest by conducting periodic analysis to determine, among other things, pricing and execution quality for our clients. A client may pay a commission that is higher than another qualified custodian might charge to effect the same transaction where we determine, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a custodian’s services, including among others, the value of research provided, execution capability, commission rates, and responsiveness. Consistent with the foregoing, while we will seek competitive rates, we may not necessarily obtain the lowest possible commission rates Page 20 of 24  for client transactions. Custodians also make available to us other products and services that benefit us but may not directly benefit our clients’ accounts. Many of these products and services may be used to service all or some substantial number of our accounts, including accounts not maintained at the custodian. The custodians’ products and services that assist us in managing and administering clients’ accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of our fees from our clients’ accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Item 13 – Review of Accounts Reviews We monitor client portfolios as part of an ongoing process, and regular account reviews are generally conducted no less than annually. Reviews can also occur at the time of new deposits, material changes in the client’s financial information, changes in economic cycles, at our discretion or as often as the client directs. Reviews can include analyzing securities, sensitivity to overall markets, economic changes, investment results, issuer-specific events, asset allocation, etc., to determine whether the investment strategy and expectations are structured to continue to meet the client’s objectives. These reviews are conducted by one of our IAR’s. Clients are encouraged to discuss their needs, goals, and objectives with us and to notify us promptly of any changes that might affect the client’s investment needs, objectives, risk tolerance, financial profile, or time horizon. Reporting Custodian account statements are automatically generated by the custodian no less than quarterly and are sent directly from the account custodian to the client. The account statement reports the account positions, activity in the account over the covered period, and other related information, including all additions and withdraws from the account. Clients also receive confirmations following each account transaction unless receipt of confirmations has been waived. These reports are provided in written form sent from the custodian to the client and are also available upon request. In addition to the regular statements clients receive from their custodian, we may provide detailed reports concerning relevant account and/or market-related information. Our reports are provided on at least an annual basis and are based on information received from the custodian or, in some instances, from the client or the client’s other agents. We do not independently verify the accuracy of such reported information received from the custodian and/or client. Clients are urged to compare the statements received from the Firm to those received from the account custodian. Page 21 of 24  Item 14 – Client Referrals and Other Compensation Other Compensation - Custodian SAS may receive an economic benefit from LPL Financial and Schwab, such as, financial assistance or the sponsorship of conferences and educational sessions, marketing support, incentive awards, payment of travel expenses, and tools to assist IAR’s in providing various services to clients. Other Compensation – Product Sponsors SAS and employees may receive additional compensation from product sponsors. However, such compensation may not be tied to the sales of any products. Compensation may include such items as gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with IAR, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Product sponsors may also pay for, or reimburse SAS’s for the costs associated with, education or training events that may be attended by SAS employees and IAR’s and for SAS’s sponsored conferences and events. Such additional compensation represents a conflict of interest however IAR’s of SAS have a fiduciary duty to act in the client’s best interest. Other Compensation – Brokerage Arrangements See disclosure in Item 12 regarding compensation, including economic benefits received in connection with giving advice to clients. Compensation – Client Referrals We do not compensate referring parties for any client referrals. Item 15 – Custody SAS does not have custody of client assets because the firm does not maintain possession of client funds or securities. Clients authorize LPL Financial and Charles Schwab, acting as qualified custodians, to debit SAS’s investment advisory fees directly from their accounts in accordance with the client’s written authorization and the custodians’ procedures. LPL and Charles Schwab send statements, at least quarterly, to clients showing all activity in an account including the amount of the advisory fees paid to advisor, the value of client assets upon which advisor’s fee was based. Clients provide authorization to LPL and Charles Schwab permitting advisory fees to be deducted from client’s advisory account by a separate agreement. For LPL accounts, IAR’s do not have the authority or ability to increase a client’s asset management fee unless LPL receives written instructions directly from the client of SAS. For Charles Schwab accounts, the advisor has the ability to reduce the advisory fee without the client’s authorization or updated Wealth Management Agreement but cannot increase the fee unless the client has signed an updated Wealth Management Agreement stating the change in the advisory fee. LPL calculates the advisory fees and deducts the fees from client’s account every quarter. For Schwab Page 22 of 24  accounts SAS will calculate the advisory fee and notify Schwab of the fee to collect each quarter. Payment of fees may result in the liquidation of a client’s positions if there are insufficient funds in the account. Fees are assessed on all assets in the account(s), including securities, cash or money market balances. Margin debits do not reduce the value of the assets in the account for billing purposes. Clients should review the fee calculated and deducted by LPL or Schwab to confirm that the fees were calculated correctly. Item 16 - Investment Discretion We accept limited power of attorney to act on a discretionary basis on behalf of clients. A limited power of attorney allows us to execute trades on behalf of clients. When such limited powers exist between the Firm and the client, we have the authority to determine, without obtaining specific client consent, both the quantity and type of securities to be bought to satisfy client account objectives. This discretion is to be exercised in a manner consistent with each client’s investment objectives, risk tolerance, financial profile, and time horizon. In addition, our authority to trade securities can be limited in certain circumstances by applicable legal and regulatory requirements, as well as our compliance policies and procedures. Clients are permitted to impose reasonable limitations on our discretionary authority, including restrictions on investing in certain securities or types of securities. All limitations, restrictions, and investment guidelines must be provided to and accepted by us in writing. We do not accept non-discretionary accounts. Item 17 – Voting Client Securities SAS does not h a ve a n y a u t h o r i t y t o a n d d o e s n o t vote proxies on behalf of clients, nor do we make any express or implied recommendations with respect to voting proxies. Clients retain the sole responsibility for receiving and voting proxies that they receive directly from either their custodian or transfer agents. Third-party money managers selected or recommended by our Firm may vote proxies on behalf of clients. Otherwise, clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted; and, (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Item 18 – Financial Information SAS does not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance or otherwise have actual or constructive custody of client funds. There are no Page 23 of 24  financial conditions that are reasonably likely to impair the firm’s ability to meet contractual commitments to clients. SAS has not been the subject of a bankruptcy petition. Page 24 of 24