Sulzberger Capital Advisors, Inc.

Sulzberger Capital Advisors, Inc. 4500 Biscayne Boulevard, Suite 205 Miami, Florida 33137 www.sulzbergercapital.com Telephone: 305-573-4900 Form ADV Part 2A "Brochure" Date of Brochure: May 13, 2026 This Form ADV Part 2A (the "Brochure") provides information about the qualifications and business practices of Sulzberger Capital Advisors, Inc. (hereinafter referred to as "Sulzberger Capital," the "Firm," or "we"). If you have any questions about the content of this Brochure, please contact the Firm's Chief Compliance Officer at the telephone number provided above or email us at gene@sulzbergercapital.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the "SEC") or by any state securities authority. Sulzberger Capital is registered as an investment adviser with the State of Florida. The fact that Sulzberger Capital is "registered" does not imply any level of skill or training. You should not make a determination to hire or retain any adviser based solely on the fact that the adviser is registered. Additional information about Sulzberger Capital is available on the SEC's Web site at www.adviserinfo.sec.gov. The SEC's Web site also provides information about any persons affiliated with Sulzberger Capital who are registered as investment adviser representatives of the Firm. 1  Item 2 Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since the filing of our last annual updating amendment, dated January 28, 2025, we have no material changes to report. 2  Item 3 Table Of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table Of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State-Registered Advisers Page 1 Page 2 Page 3 Page 4 Page 5 Page 7 Page 7 Page 7 Page 12 Page 13 Page 13 Page 14 Page 15 Page 15 Page 16 Page 16 Page 16 Page 17 Page 17 3  Item 4 Advisory Business A. Business Commencement Date Sulzberger Capital was organized in June of 2014. It became registered as an investment adviser in Florida in May of 2015. B. Ownership Mr. Eugene Sulzberger wholly owns Sulzberger Capital. C. Services DISCRETIONARY ACCOUNTS. We provide discretionary investment management services to our advisory clients. Clients are asked to provide us with certain information with respect to their current financial holdings, investment objectives, risk tolerance, liquidity needs, and time horizon. We will also inquire as to the restrictions the client wishes to impose on the management of the accounts. From the information that is supplied by the client, we recommend an allocation mix and investment strategy that we believe is suitable for that client. We actively manage the discretionary account on an ongoing basis in accordance with the account's investment objective(s). We also provide plan asset allocation services to employer-sponsored retirement plans. After obtaining from the client pertinent information regarding the Plan, we will continually monitor the Plan's assets and will have discretionary authority to direct the investment and reinvestment of assets in the Plan's accounts. We are responsible for executing the Plan's investment objectives in accordance with the Plan's investment mandates and restrictions as communicated to us by the Plan or its Trustee(s). FINANCIAL PLANNING SERVICES. The Firm may provide the client with access to certain automated personal financial planning tools offered through a third party, RightCapital LLC. We do not charge any additional fee for access or for the reports generated through RightCapital. We do not make any representations or warranties as to the accuracy, completeness, or results contained in the reports or other data generated by RightCapital. The client and the Firm may collaboratively utilize the RightCapital software to generate customized reports, which the Firm can use as a resource in making recommendations to the client regarding retirement planning, capital needs planning, and the allocation of present financial resources with a view towards better aligning the use of the assets with the client's defined goals and objectives. INVESTMENT PRODUCT TYPES. Generally, the Firm's investment advice for discretionary accounts is confined to the following universe of securities and products: • Exchange listed securities; • Securities traded over-the-counter; • Securities issued by foreign issuers, including foreign sovereign debt instruments; • Corporate debt securities; • U.S. government securities; • Mutual funds (foreign and domestic); • Alternative investment products; • Private equity funds; and • Hedge funds. IRA ROLLOVER RECOMMENDATIONS Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. 4  When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries 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. Under this special rule's provisions, we must: • 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 interest, fees, and investments; • Follow policies and procedures designed to ensure that 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 benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. 4. Assets Under Management As of December 31, 2025, we were managing approximately $117,053,746 a discretionary basis. We do not manage assets on a non-discretionary basis. Item 5 Fees and Compensation A. Fees FEE SCHEDULE. Generally, the Firm charges an annualized advisory fee for assets under management in accordance with the following schedule: Annualized Fee 1.00% Managed Assets Up to $1,000,000 From $1,000,000 and up to $5,000,000 0.90% Above $5,000,000 0.85% Fees are based on the assets under the management of Sulzberger Capital for the particular account. Fees will be charged monthly and in arrears. The monthly fee is based upon the market value of all assets held within the client's account on the last business day of the calendar month. Lower advisory fees may be negotiated on an individual account basis. As a result, clients with similar assets may have differing fee schedules and pay different fees. The advisory services commence on the date on which the advisory agreement is signed by us and the advisory account is funded. For the first calendar month, fees may be adjusted pro rata based on the number of calendar days for which the advisory agreement was in effect. Any contributions and/or withdrawals made during a month may result in an adjustment to the advisory fee. Since we bill in arrears, we will not charge any fees in excess of $1,200 more than six months in advance. 5  The client may be charged a pro rata fee in the event the client's service is terminated on a day other than the last business day of the calendar quarter. In that event, the pro rata fee will be due and payable upon termination of the service. HOW FEES ARE COLLECTED. The client's account will be debited for the above-mentioned fees. We collect the fees from the amount of any contribution or transfer, from available cash in the client's account, or by liquidating the client's assets held in the client's account in an amount equal to the fees that are due. FEE SCHEDULE MODIFICATIONS. We may adjust the fee schedule upon thirty (30) days' prior written notice to the client. LOWER FEE DISCLOSURE. Lower fees for comparable management services may be available from other sources. B. Termination of Service Upon written notice to Sulzberger Capital, within five (5) business days of entering into an agreement with the Firm, the client will have the right of termination without penalty or payment of fees. The Firm will refund any payment that has been made. Thereafter, either Sulzberger Capital or the client may terminate the agreement upon thirty (30) days' written notice to the other party. The Firm may terminate access to the RightCapital client portal at any time and without notice to the client. C. Other Fees In addition to the advisory fees charged by the Firm, other fees may apply. Brokerage commissions, transaction fees, sales loads, sales charges, management fees, administrative fees, account maintenance fees, transfer taxes, wire transfer fees, electronic fund fees, and other fees may be charged by the broker or dealer selected for execution of the securities transactions in the advisory accounts, by the custodian, and/or by the distributor, issuer or fund issuing the securities purchased and sold within the advisory accounts. The client is solely responsible for paying all such charges. In addition, mutual funds and certain exchange-traded funds ("ETFs") pay management fees to their investment advisers, which reduce their respective assets. To the extent that the client's portfolio has investments in mutual funds or ETFs, the client may pay two levels of advisory fees for the management of their assets: one directly to the Firm, and the other indirectly to the managers of those mutual funds and ETFs held in their portfolios. Neither Sulzberger Capital nor any of its investment adviser representatives receives any portion of these other fees. D. Broker/Dealer Charges Item 12 further describes the factors that Sulzberger Capital considers in selecting or recommending broker/dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). E. Margin Accounts/Margin Loans We may trade client accounts on margin. Each client must sign a margin agreement before margin is extended to that client account. Fees for advice and execution on these securities are based on the total asset value of the account, which includes the value of the securities purchased on margin. While a negative amount may show on a client's statement for the margined security as the result of a lower net market value, the amount of the fee is based on the absolute market value. This creates a conflict of interest where we have an incentive to encourage the use of margin to create a higher market value and therefore receive a higher fee. The use of margin may also result in interest charges in addition to all other fees and expenses associated with the security involved. It should be noted that the Margin Agreement that a client will enter into is executed between the client and the broker-dealer/custodian. Sulzberger Capital Advisors, Inc. is not a party to that Margin Agreement and receives no part of the interest paid to the broker-dealer/custodian. 6  In limited cases, we may sell stock options for risk mitigation, hedging and incremental income (covered calls). When a client sells (or 'writes') an option, it will show up on the Pershing statement as a negative value. This is not dissimilar to trading on margin, as it is essentially temporarily borrowed funds. For the purposes of fee statements, these negative values are excluded (i.e., added back) in the same way as margin loans to derive the total asset value. This also shows up on the NetX portal on a daily basis as the 'long market value'. By way of example, a client holding 100 shares of a stock may decide to protect against significant changes in asset value for a period of time and therefore sell 1 call contract for 100 shares (i.e., writes a covered call) with a strike price of approximately the current price of the stock. This portion is fully backed by the shares the client holds. The client can use the proceeds to buy a put option that protects the downside at approximately the same price. For practical purposes, the client now holds a cost-free hedge that holds the total asset value more or less stable in the stock. The short call option contract will show as a negative value, which will adjust over time based on where that option contract is trading. If the stock price increases, the option contract will likely also increase in value and the the negative amount "owed" by the client will also increase. For the purposes of the fee calculations at the end of the month, the negative value of the options are excluded because the client still has a total asset value inclusive of the full share value. In some cases, this could lead to a small net increase in the long market value on which the fees are calculated. This creates a conflict of interest since we have an incentive to encourage the use of short options positions to create a higher market value and therefore receive a higher fee. However, as a fiduciary, we are obligated to act in the client's best interest and there are various reasons to use these positions for the benefit of a client account. Item 6 Performance-Based Fees and Side-By-Side Management We do not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client). Item 7 Types of Clients Generally, we offer advisory services to individuals, trusts, estates, and organizations, corporations or other business entities. When subscribing to the advisory services offered by us, generally, the minimum account value is US$100,000. If the value of a client's account declines below minimum amount during the advisory relationship, we reserve the right to require the client to deposit additional monies or securities to bring the account value up to the minimum. In some special cases, account minimums may be waived or negotiated. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis When formulating investment advice, generally, we utilize the fundamental analysis method. Fundamental analysis is a method of attempting to measure a security's underlying value and potential for future growth (its intrinsic value) by examining economic, financial and other qualitative and quantitative factors directly related to the issuer/company as well as company-specific factors (like 7  financial condition, management, and competition). The adviser compares the intrinsic value with the security's current price, with the aim of determining what position to take with the security (i.e., buy, sell or hold). Fundamental has a number of risks: the analysis may be compromised by incorrect or stale data; the analysis method typically does not consider the influence of random events and acts of God; and, the market may fail to reach expectations of perceived value. We do not represent, warrant, or imply that any analysis method employed by us can or will successfully identify market tops or bottoms. No analysis method has been proven to insulate clients from losses due to market fluctuations, corrections or declines. B. Investment Strategies The primary investment strategy we employ is a long-term "buy and hold" strategy. To a lesser extent, we might also make short-term purchases. The particular strategies employed will depend upon the individual needs and risk tolerance of the client. A short description of each of these strategies follows: • Buy and Hold. Generally, a long-term purchase is a purchase of a security or investment product with a view to holding the security or product for more than one year. Trade commissions are reduced by buying and selling less often and taxes are often reduced or deferred by holding positions longer. Using a long-term purchase strategy generally assumes the financial markets will go up in the long-term which may not be the case. There is also the risk that the segment of the market that you are invested in or your particular investments will decrease in value even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost (e.g., "locking-up" assets that may be better utilized in the short-term in other investments). • Short-term purchases. A short-term purchase is a purchase of a security or investment product with the intent of possibly selling it within one year of its purchase. Our investment strategies typically do not include short-term purchases or frequent trading (which focuses on opportunistic trades and holding the investment product for only a short period of time). The decision to sell a security in the short term would typically result from our assessment that the value of holding a particular security has weakened or that the long term prospects of holding another security outweighs the transaction costs associated with the trade. Short-term trading may incur a disproportionately higher amount of transaction costs compared to long-term trading. • Use of Margin. When purchasing securities on margin, you are employing leverage as a strategy. Leverage allows an investor to extend their financial reach by investing using borrowed funds while limiting the amount of their own cash used. The borrower will be required to pay interest on the loan. Purchasing on margin involves a high degree of risk, including, without limitation: losing more money than you have invested; being required to deposit additional cash or securities in your account on short notice to cover market losses; being forced to sell some or all of your securities when falling stock prices reduce the value of your securities; and/or having your brokerage firm sell some or all of your securities without consulting you to pay off the loan it made to you. We typically do not use leverage in the accounts except where the client wishes to use the money for purchases of assets or services unrelated to the investment account where interest on the loan is less than traditional borrowing methods. 8  The concept of asset allocation, or spreading investments among a number of asset classes (e.g., domestic stocks vs. foreign stocks; large cap stocks vs. small cap stocks; corporate bonds vs. government debt instruments), plays a prominent role in executing an investment strategy. Asset allocation seeks to achieve diversification of assets in order to reduce the risk associated with investing all or a significant portion of a client's portfolio in one asset class. We believe that risk reduction is a key element to long-term investment success. C. Risks 1. General Risks Investing in securities involves risk of loss that clients should be prepared to bear. Different types of investments involve varying degrees of risk and there can be no assurance that any specific investment or investment strategy will either be suitable or profitable for a client's investment portfolio. Past performance is not indicative of future results. A client should not assume that the future performance of any specific investment, investment strategy, or product will be profitable or equal to past or current performance levels. We cannot assure that the investment objectives of any client will be realized. 2. Special Risks While investing in any security involves risk, investing in some types of securities carries special risks. A summary of the special risks associated with some types of securities we may recommend or we may purchase or sell in your account is provided below. Please note that the following summaries are general in nature and do not include an explanation of all risks associated with a given security type. a. Common Stocks. The major risks associated with investing in common stocks relate to the issuer's capitalization, quality of the issuer's management, quality and cost of the issuer's services, the issuer's ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the issuer's ability to create shareholder value (e.g., increase the value of the company's stock price). b. Convertible Stocks. The value of a convertible security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its "conversion value." The investment value of a convertible security is influenced by changes in interest rates, the credit standing of the issuer and other factors. The conversion value of a convertible security is determined by the market price of the underlying common stock. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. A convertible security will generally be subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security is called for redemption, the investor will be required to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party. Any of these actions could have an adverse effect on the investor's ability to achieve his/her investment objective(s). c. Bonds. Bonds are subject to credit risk, which is the risk of default associated with the issuer. Bonds are also subject to interest rate risk or the risk that changes in interest rates during the term of the bond might affect the market value of the bond prior to the call or maturity date. Investors should also consider inflation risk, which is the risk that the rate of the yield to call or maturity will not provide a positive return over the rate of inflation for the period of the investment. d. Foreign-Issued Securities. Debt and equity investments associated with foreign countries may involve increased volatility and risk due to, without limitation: 9  • Political Risk. Many foreign countries are undergoing, or have undergone in recent years, significant political change that has affected government policy, including changes in the regulation of industry, trade, financial markets, and foreign and domestic investment. The relative instability of these political systems leaves these countries more vulnerable to economic hardship, public unrest or popular dissatisfaction with reform, political or diplomatic changes, social instability, or changes in government policies. For investors, the results may include confiscatory taxation, exchange controls, compulsory reacquisition, nationalization or expropriation of foreign-owned assets without adequate compensation, or the restructuring of certain industry sectors in a way that could adversely affect investments in those sectors. • Sovereign Risk. Strikes, the imposition of exchange controls, or declarations of war may prevent or impede repayment of funds due from a particular country. • Economic Risk. The economies of these countries may be more vulnerable to rising interest rates and inflation. Investments may be negatively affected by rates of economic growth, corporate profits, domestic and international flows of funds, external and sovereign debt, dependence on international trade, and sensitivity to world commodity prices. Additionally, a change in tax regime may result in the sudden imposition of arbitrary or additional taxes. • Currency Risk. The weakening of a country's currency relative to the U.S. dollar or to other benchmark currencies will negatively affect the dollar value of an instrument denominated in that currency. • Credit Risk. Issuers and obligors of sovereign and corporate debt may be unable to make timely coupon or principal payments, thereby causing the underlying debt or loan to enter into default. • Liquidity Risk. Natural disasters as well as economic, social, and political developments in a country may cause a decrease in the liquidity of investments related to that country, making it difficult to sell quickly, and/or subjecting the seller to substantial price discounts. The nature and extent of these risks vary from country to country, among investment instruments, and over time. e. Emerging Market Securities. Investments and transactions in products linked to issuers and obligors incorporated, based, or principally engaged in business in emerging markets countries carry increased risk and volatility. In addition to the political, sovereign, economic, currency, credit, and liquidity risks described above, emerging market securities can be subject to the following risks: • Market Risk. The financial markets can lack transparency, liquidity, efficiency. • Regulatory Risk. There may be less government supervision and regulation of business. The supervision that may be in place may be subject to manipulation or control. Disclosure and reporting requirements may be minimal or non- existent. • Legal Risk. The process of legal reform may not proceed at the same pace as market developments, which could result in uncertainty. Legislation to safeguard the rights of private ownership may not yet be in place. • Settlement and Clearing Risk. The registration, recordkeeping and transfer of instruments may be carried out manually, which may cause delays. f. Cash Equivalents. Cash equivalents are the most liquid investment assets with low risk and low returns. Cash equivalents are short-term fixed income assets with maturity of 3 months or less. However, these assets are subject to interest rate risk. Interest rates may fluctuate due 10  to certain events taking place in the world including but not limited to economic events, geopolitical or social instability (global, regional or local), currency, interest rate and commodity price changes, and government or governmental agency responses to economic or political conditions. g. Mutual Funds. Most mutual funds fall into one of three main categories: money market funds, bond funds (also called "fixed income" funds), and stock funds (also called "equity" funds). Generally, the higher the potential return, the higher the risk of loss. A fund's investment objective and its holdings are influential factors in determining risk. Past performance is not a reliable indicator of future performance. Reading the prospectus will help you to understand the risk associated with that particular fund. Different mutual fund categories have inherently different risk characteristics. For example, a bond fund faces credit risk, interest rate risk, and prepayment risk. Bond values are inversely related to interest rates. If interest rates rise, bond values will go down and vice versa. Overall "market risk" poses the greatest potential danger for investors in stocks funds. Stock prices can fluctuate for a broad range of reasons such as the overall strength of the economy or demand for particular products or services. A sector stock fund (which invests in a single industry, such as telecommunications) is at risk that its price will decline due to developments in its industry. A stock fund that invests across many industries is more sheltered from this risk. For most funds, investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs. And, depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive. h. Private Equity Funds. Private Equity Funds may be affected by various forms of risk, including: • Long-term Investment. Unlike mutual funds, which generally invest in publicly- traded securities that are relatively liquid, private equity funds generally invest in large amounts of illiquid securities from private companies. Depending on the strategy used, private real estate funds will have illiquid underlying investments that may not be easily sold and investors may have to wait for improvements or development before redemptions are permitted. Given the illiquid nature of the underlying purchases made by private equity and private real estate managers, private equity and private real estate funds are considered long-term investments. Private equity funds are generally set up as ten- to fifteen-year investments with little or no provision for investor redemptions. Private real estate funds are generally seven- to ten-year investments and also have limited provisions for redemptions. With long-term investments, you should consider your financial ability to bear large fluctuations in value and hold these investments over a number of years. • Difficult Valuation Assessment. The portfolio holdings in private equity and private real estate funds may be difficult to value, because they are not usually quoted or traded on any financial market or exchange. Consequently, no easily available market prices for most of a fund's holdings are available. Additionally, it may be hard to quantify the impact a manager has had on the underlying investments until those investments are sold. • Lack of Liquidity. Private equity and private real estate funds are not "liquid" (they canny be sold or exchanged for cash quickly or easily), and the interests are typically non- transferable without the consent of a fund's managing member. As a result, private equity and private real estate funds are generally only suitable for sophisticated investors who have carefully considered their financial ability to 11  hold these investments for the long term. • Capital Call Default Consequences. Answering capital calls to provide managers with the pledged capital is a contractual obligation of each investor. Failure to meet this requirement in a timely manner could result in significant adverse consequences, including, without limitation, the forfeiture of the defaulting investor's interest in the fund. • Leverage. Private equity and private real estate funds may use leverage in connection with certain investments or participate in investments with highly leveraged capital structures. Although the use of leverage may enhance returns and increase the number of investments that can be made, leverage also involves a high degree of financial risk and may increase the exposure of such investments to risks such as rising interest rates, downturns in the economy, or deterioration in the condition of the underlying assets. • Lack of Transparency. Private equity and private real estate funds are not required to provide investors with information about their underlying holdings or provide periodic pricing and valuation information. This lack of information may make it more difficult for investors to evaluate the risks associated with the funds. • Manager Risk. Private equity and private real estate fund managers have absolute investment authority over their funds. The fund's investment returns are due, in large part, to the managers' skill and expertise. If a key manager departs, the returns of the fund may be adversely affected. • Regulation. Private equity and private real estate funds are subject to fewer regulatory requirements than mutual funds and other registered investment company products and thus may offer fewer legal protections than you would have if you invested in more traditional investments. i. Hedge Funds. Hedge funds often engage in leveraging and other speculative investment practices that may increase the risk of investment loss. A hedge fund's performance can be volatile. An investor could lose all or a substantial portion of his or her investment. There may be no secondary market for the investor's interest in the fund. The hedge fund can be highly illiquid and there may be restrictions on transferring interests in the fund. Hedge funds are not required to provide periodic pricing or valuation information to investors. Hedge funds may have complex tax structures. There may be delays in distributing important tax information. Hedge funds are not subject to the same regulatory requirements as mutual funds. Hedge funds often charge high fees. The fund's high fees and expenses may offset the fund's trading profits. There may be other circumstances not described here that could adversely affect a client's investment and prevent the portfolio from reaching its objective. Prior to entering into an investment advisory agreement with us, you should carefully consider: (i) committing to management only those assets that you believe will not be needed for current purposes and that can be invested on a long-term basis; (ii) that volatility from investing in the market can occur; and (iii) that, over time, the value of your portfolio may fluctuate and may, at any time, be worth more or less than the amount originally invested. Item 9 Disciplinary Information Registered investment advisers are required to disclose all material facts regarding certain legal or disciplinary events related to the adviser or the adviser's management. Neither Sulzberger Capital nor its personnel has been subject to any such legal or disciplinary events. 12  Item 10 Other Financial Industry Activities and Affiliations 1. Neither the Firm nor any management person of the Firm is registered or has an application pending to register as a broker/dealer or a registered representative of a broker/dealer. 2. Neither the Firm nor any management person of the Firm is registered or has an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of any of the foregoing entities. 3. Neither the Firm nor any management person of the Firm has any arrangements that are material to its business with any related person. 4. We do not recommend or select other investment advisers for our clients. Gene Sulzberger is Vice President of Sulzberger Enterprises, Inc., a family run corporation owning real estate for the benefit of Mr. Sulzberger's family. Clients are not solicited to invest in this company and Mr. Sulzberger earns no compensation from this endeavor. Mr. Sulzberger spends less than 1% of his time in this endeavor. Item 11 Code of Ethics Securities industry regulations require that advisory firms provide their clients with a general description of the advisory firm's Code of Ethics. Sulzberger Capital has adopted a Code of Ethics that sets forth the governing ethical standards and principles of the Firm. It also describes our policies regarding the following: the protection of confidential information, including the client's nonpublic personal information; the review of the personal securities accounts of certain personnel of the Firm for evidence of manipulative trading, trading ahead of clients, and insider trading; trading restrictions; training of personnel; and, recordkeeping. All supervised persons at Sulzberger Capital must acknowledge the terms of the Code of Ethics upon hire and as amended. Subject to satisfying the Firm's policies and applicable laws, managers, officers, and employees of the Firm and its affiliates may trade for their own accounts in securities that are recommended to and/or purchased for Firm's clients. The Code of Ethics is designed to permit associated persons to invest for their own accounts while assuring that their personal transaction activity does not interfere with making decisions in the best interest of advisory clients or implementing those decisions. Neither the Firm nor any associated person of the Firm who (a) has access to nonpublic information regarding clients' securities transactions, (b) is involved in making securities recommendations to clients, or (c) has access to securities recommendations that are not public (collectively, the "Access Persons") is permitted to trade in or engage in a securities transaction to his or her advantage over that of a client. Access Persons are prohibited from buying or selling securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment unless the information is also available to the investing public upon reasonable inquiry. Access Persons may not execute transactions in their personal accounts ahead of a client's transaction in the same security unless certain circumstances exist. Because the Code of Ethics in some circumstances permits employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored by the Firm's Chief Compliance Officer in an effort to prevent conflicts of interest between Sulzberger Capital and its clients. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with Sulzberger Capital's obligation of best execution. In such circumstances, all persons participating in the aggregated order will receive an average share price with all other transaction costs shared on a pro rata basis. The Firm will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the 13  aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions must be pre-approved by the Chief Compliance Officer. Our clients or prospective clients may request a copy of the Firm's Code of Ethics by contacting the Chief Compliance Officer at the address or telephone number specified on the cover page and requesting a copy. Item 12 Brokerage Practices A. Selection of Broker/Dealer 1. Brokerage Activity. When a client retains us to manage an account, unless otherwise agreed to, the client grants us the authority to select the broker/dealer(s) that will be used to place and execute the transactions in the advisory accounts. It is our policy and practice to strive for the best price and execution that are competitive in relation to the value of the transaction ("best execution"). We will generally use Pershing, LLC. In selecting a broker, dealer or other intermediary, we consider such factors that in good faith and judgment we deem reasonable under the circumstances. The Firm has evaluated the following factors in connection with the selection of Pershing as the executing broker/dealer: • Execution ability, including without limitation:  Trading experience in markets/securities needed  Quality of trading  Clearance and settlement efficiency and accuracy • Accuracy and timeliness of order execution, reports and confirmations • Costs, including commission rates, ticket charges, other service charges, and the means to correct errors in an acceptable manner • Customer service, including responsiveness to the Firm • Commitment to technology and security of confidential information • Adequacy of capital and financial responsibility • Reputation and integrity 2. "Soft Dollar" Considerations. A "soft dollar" arrangement occurs when a firm directs its brokerage to a particular broker/dealer that charges brokerage commissions that are higher than they would be for an "execution only" trading relationship in exchange for products or services, such as research. Under such an arrangement, the firm would receive a benefit because it would not have to produce or pay for the products or research. The Firm is not party to any such "soft-dollar" arrangement. Clients may pay commissions higher than those obtainable from other brokers for the same services rendered by the Firm or the broker/dealer or other intermediary used for execution. In observance of its fiduciary duty, the Firm will, at least annually, conduct a survey to determine whether the Firm is meeting its duty of best execution. B. Order Aggregation From time to time, we may determine that the purchase or sale of a particular security is appropriate for multiple advisory client accounts, based on a variety of reasons. When this happens, we may determine that it is appropriate in the interests of efficient and effective execution to attempt to execute the trade orders as one or more block trades (i.e., aggregate the individual trade for each account into one or more trade orders). These circumstances may, in turn, give rise to actual or potential conflicts of interest among the accounts for whom the security purchase or sale is appropriate, and among the 14  subset of those accounts actually participating in a block trade, especially if the block trade order results in a partial fill. In order to address these conflicts, we have adopted certain policies and procedures that we follow when aggregating trades in an effort to provide an objective and equitable method of trade allocation so that all clients are treated fairly. The basic objectives of these policies and procedures are as follows: 1. We will only aggregate trades when we believe that the aggregation is consistent with our duty to seek best execution for our clients; 2. We will strive to ensure that no client account is favored over any other client account; and 3. Each account that participates in an aggregated transaction shall participate at the average of the executed share price for that security, with all transaction costs shared on a pro rata basis. C. Trade Error Policy From time to time, errors may occur in the trading process, including (1) overbuying or overselling of securities, into or out of an account, caused by clerical errors made by our personnel, or (2) buying or selling of securities, into or out of an account, which is in violation of a client's stated investment guidelines that had been previously communicated to us in writing. In all cases of a trade error caused by us, it is our policy to endeavor to resolve the error in the best interest of the client and adjust the trade as needed in order to put the client's account in such a position as if the error had not occurred. Where our trade error results in a gain and the client is unable or restricted from receiving that gain for any reason, we will donate the gain to charity. Item 13 Review of Accounts Advisory accounts are reviewed at least quarterly by a member of Senior Management. Also, reviews will be conducted upon a client's specific request or upon the occurrence of any agreed-upon triggering events (such as upon a 10 percent decline in the portfolio's value over a thirty-day period). There is no maximum number of accounts that could be assigned to a member of Senior Management. The allocation of each portfolio is adjusted at our discretion in accordance with the account's investment objectives and risk tolerance. At least annually, a member of Senior Management will meet with the advisory client to discuss and review the account's objectives as well as any changes to the client's financial or investment profile. The meeting may take place in person, by video or audio conference, by telephone, by electronic mail, by regular mail, or by any means of contemporaneous electronic interactive communication. The executing broker/dealers and/or custodians who maintain the client accounts will notify the client of any account activity by delivering a confirmation of the transaction to the client. The executing broker/dealer(s) or the custodian(s) will also furnish the client with a monthly or quarterly account activity and position statement. Item 14 Client Referrals and Other Compensation A. Economic Benefits Neither the Firm, nor any of our employees, receives any economic benefit, sales awards or other prizes from any outside parties for providing investment advice to our clients. B. Referral Fees At this time, we do not pay referral fees to persons or entities for the referral or introduction of advisory clients to the Firm. 15  Item 15 Custody As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian. You will receive account statements from the qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. We will also provide statements to you reflecting the amount of the advisory fee deducted from your account. You should compare our statements with the statements from your account custodian(s) to reconcile the information reflected on each statement. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, contact us immediately at the telephone number on the cover page of this brochure. Statements prepared by us, or a party other than the official custodian, may vary due to different accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16 Investment Discretion When a client elects Sulzberger Capital's discretionary management services, the client will sign an agreement that grants us the discretionary authority. We are then authorized to select the securities and the quantities or amounts of securities to be purchased, leveraged, transferred, exchanged, traded and sold consistent with the stated investment objectives and investment restrictions adopted by the client. Sulzberger Capital's discretionary authority is limited by (1) any reasonable restrictions that the client places on the management of the account, and (2) the investing parameters set forth by us and the client, if any. If we deem a proposed restriction unreasonable, we may discontinue the advisory service. Reasonability is based on whether the restriction(s) will impose a significant time burden on us to comply with such restrictions. As described above, we also obtain the authority to designate the broker/dealers or other financial intermediaries through whom transactions in the accounts will be executed, cleared or settled. Item 17 Voting Client Securities Sulzberger Capital exercises proxy voting authority over certain clients' securities. (We will not vote proxies for ERISA accounts.) When voting proxies, we will not be influenced by external sources whose interests conflict with the interests of our advisory clients. Any conflict of interest will be resolved in the interests of the advisory clients. If, in voting shares, we identify a material conflict of interest between our interests (including those of our personnel) and those of the advisory clients, we will disclose the conflict to the relevant client(s). In such cases, we will defer to the voting recommendation of an independent third party provider of proxy services, send the proxy directly to the relevant client(s) for a voting decision, or take such other action in good faith which would protect the interests of the advisory clients. We have adopted general guidelines for voting proxies. These guidelines are not necessarily determinative in all cases and we may cast votes contrary to the general guidelines, should the facts and circumstances warrant. In all cases, we will, in good faith, vote the proxies in the advisory clients' interests. A non-exhaustive list of the general guidelines is summarized below: 1. We should give great weight to the recommendations of the company's management so long as 16  the ratification of the management's position would not adversely affect the investment merits of owning that company's shares. 2. We support an independent board of directors and prefer that key committees such as audit, nominating, and compensation committees be comprised of independent directors. 3. We oppose ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors. 4. A company's equity-based compensation plan should be in alignment with the shareholders' long-term interests. 5. Excessive CEO pay is something we examine when voting and we vote against excessive CEO pay packages. 6. Corporate restructuring proposals are subject to a thorough examination on a case-by-case basis. 7. We will generally vote in favor of employee stock ownership plans, employee stock purchase plans, and 401(k) plans. 8. We oppose dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. 9. We support measures to improve company-level transparency, reduce gender pay disparity, improve environmental practices, or improve social responsibility, including anti-discriminatory policies based on race, gender, gender identity, sexual orientation, and national origin. You may obtain a copy of our Proxy Voting Policies as well as our voting record for your shares by writing to us and requesting a copy. Item 18 Financial Information We are required in this Item to provide you with certain information or disclosures regarding our financial condition. Following is the information responsive to this Item: • The Firm does not require prepayment fees. • There are no financial conditions or commitments that are likely to impair our ability to meet any contractual or fiduciary commitment to our clients. • The Firm has not been the subject of a bankruptcy petition. Item 19 Requirements for State-Registered Advisers As an SEC registered investment adviser, this section is not applicable. 17