Tevis Investment Management, LLC

ITEM 1. COVER PAGE PART 2A OF FORM ADV FIRM BROCHURE February 7, 2026 TEVIS INVESTMENT MANAGEMENT LLC 5700 West Plano Parkway, Suite 3800 Plano, TX 75093 Phone: (972) 971-2169 Fax: (972) 767-3501 www.tevisinvest.com This brochure provides information about the qualifications and business practices of Tevis Investment Management LLC. If you have any questions about the contents of this brochure, please contact Ryan Tevis, Chief Compliance Officer, by telephone at (972) 971-2169 or by email at ryan@tevisinvest.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any State Securities Authority. Additional information about Tevis Investment Management LLC also is available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD#: 167750. Please note that the use of the term “registered investment adviser” and description of Tevis Investment Management LLC and/or our associates as “registered” does not imply a certain level of skill or training. You are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise you for more information on the qualifications of our firm and our employees.  ITEM 2. MATERIAL CHANGES Under federal and state law, fiduciaries must make full disclosure to Clients of all material facts relating to the advisory relationship. This brochure provides clients or prospective clients with information and conflicts of interest about Tevis Investment Management LLC that should be considered before or when obtaining our investment advisory services. We are required to update this item to describe the material changes made to this brochure on an annual basis and deliver to you, within 120 days of the end of the fiscal year, a free updated brochure that includes or is accompanied by a summary of material changes; or a summary of material changes and an offer to provide an updated brochure and how to obtain it. We will also provide interim disclosures regarding material changes, as necessary. Since our last annual amendment filing dated January 31, 2025, there have been no material changes to our Firm Brochure. We will provide you with a new Brochure as necessary based on changes or new information, at any time, without charge. Our Brochure may be requested by contacting us at our main number above. Additional information about Tevis is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s website provides information about any persons affiliated with Tevis who are registered, or are required to be registered, as investment adviser representatives of Tevis.  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 ................................................................................. 9 Item 7. Types of Clients ................................................................................................................................................. 9 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .......................................................................... 10 Item 9. Disciplinary Information .................................................................................................................................. 17 Item 10. Other Financial Industry Activities and Affiliations ........................................................................................ 18 Item 11. Code of Ethics, Participation or Interest in Client Transactions & Personal Trading .................................... 18 Item 12. Brokerage Practices ....................................................................................................................................... 20 Item 13. Review of Accounts or Financial Plans ........................................................................................................... 24 Item 14. Client Referrals and Other Compensation ..................................................................................................... 25 Item 15. Custody ......................................................................................................................................................... 25 Item 16. Investment Discretion ................................................................................................................................... 26 Item 17. Voting Client Securities .................................................................................................................................. 26 Item 18. Financial Information ..................................................................................................................................... 27 PRIVACY POLICY NOTICE ............................................................................................................................................ 28  ITEM 4. ADVISORY BUSINESS ABOUT OUR FIRM Our Firm was registered with the SEC as an investment adviser in 2012. Registration as an Investment Adviser with the United States SEC or any state securities authority does not imply a certain level of skill or training. Our Firm currently has offices located in Plano, Texas and it’s principal owner is William Ryan Tevis. This brochure is designed to provide detailed and precise information about each item noted in the table of contents. Certain disclosures are repeated in one or more items, and other disclosures are referred throughout to be as comprehensive as possible on the broad subject matters discussed. ADVISORY SERVICES WE OFFER Comprehensive Portfolio Management Our Firm offers a variety of advisory services, which include discretionary and non-discretionary investment management. Our Comprehensive Portfolio Management service encompasses asset under advisement as well as providing financial planning, financial consulting and independent third-party money management to clients. It is designed to assist clients in meeting their financial goals through the use of financial investments. We conduct at least one, but sometimes more than one meeting (in person, if possible, otherwise via telephone conference) with clients in order to understand their current financial situation, existing resources, financial goals, and tolerance for risk. Based on what we learn, we propose an investment approach to the client. We may propose an investment portfolio, consisting of cash, U.S. Government Treasuries, exchange traded funds, mutual funds, individual stocks or bonds, or other securities. Before rendering any preceding advisory services, Clients must enter into one or more written Investment Advisory Agreements (“Agreements”), setting forth the relevant terms and conditions of the advisory relationship. Upon the client’s agreement to the proposed investment plan, we work with the client to establish or transfer investment accounts so that we can manage the client’s portfolio. Once the relevant accounts are under our management, we review such accounts on a regular basis and at least quarterly. We may periodically rebalance or adjust client accounts under our management. If the client experiences any significant changes to his/her financial or personal circumstances, the client must notify us so that we can consider such information in managing the client’s investments. We do not provide tax or legal advice. Clients should consult with an expert on tax or legal issues. With our discretionary relationship, we will reallocate and rebalance the portfolio as appropriate to help meet your financial objectives. We trade Client portfolios based on our Firm’s market views and the Client’s financial goals. With our non-discretionary relationship, we will provide recommendations to help meet your financial objectives, but we must obtain your approval before making any transactions in your account. Where deemed appropriate, we may recommend that our Clients invest in alternative assets, including hedge funds, private equity funds, real estate funds, and other alternative funds. Although the Investment Advisory Agreement with our Clients gives us broad investment authority, we do not anticipate investing in other security types.  Clients are advised to promptly notify us if there are changes in their financial situation or if they wish to place any limitations on managing their portfolios. Tevis Investment Management can recommend that certain clients utilize margin in the client’s investment portfolio or other borrowing. Tevis Investment Management only recommends such borrowing for non-investment needs, such as bridge loans and other financing needs. The Firm’s fees are determined based on the value of the assets being managed gross of any margin or borrowing. Tevis Investment Management does not bill on margin balances. Independent Managers We may utilize Independent Money Managers, where we may design an investment portfolio and provide ongoing corresponding comprehensive Portfolio Management services on a fee- only basis for a percentage of assets in conjunction with another investment advisory firm. This compensation is typically equal to a percentage of the overall investment advisory fee charged by our firm. The advisory fee paid to Independent Managers shall be negotiable in certain circumstances but shall never exceed the overall amount in our published fee statement. Before selecting other advisers, we make sure that the other advisers are properly licensed or registered. Our Firm retains discretionary authority over client accounts and is responsible for trade implementation, rebalancing, ongoing monitoring, and any modifications necessary to reflect client- specific restrictions or circumstances. TPMM’s does have discretionary trading authority over client accounts unless separately engaged as an SMA manager under a different agreement. Legacy Management Services Our Firm may advise a Client about legacy positions or other investments in Client portfolios. Clients can limit or restrict our trading and/or billing in these positions. Financial Planning We provide a variety of financial planning and consulting services to individuals, families and other clients regarding the management of their financial resources based upon an analysis of the client’s current situation, goals, and objectives. Generally, such financial planning services will involve preparing a financial plan or rendering a financial consultation for clients based on the client’s financial goals and objectives. This planning or consulting may encompass one or more of the following areas: Investment Planning, Retirement Planning, Estate Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study, Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of Credit Evaluation, Business and Personal Financial Planning. Implementation of the recommendations will be at the discretion of the client. Explanation of whether (and, if so, how) we tailor our advisory services to the individual needs of clients, whether clients may impose restrictions on investing in certain securities or types of securities. We offer individualized investment advice to clients utilizing our firm’s Comprehensive Portfolio Management services. Additionally, we offer general investment advice to clients utilizing our Financial Planning and consulting service. Consulting Services & Assets Under Advisement Our investment consulting and advisement services are designed to meet our Client’s financial goals, needs, and objectives involving analysis of a Client’s investments, such as variable life insurance and annuity contracts and assets held in employer-sponsored retirement plans, and qualified tuition plans (i.e., 529 plans) held externally from our Firm. In these situations, our Firm may direct or recommend allocating assets among the various investment options available within the product.  Client Objectives & Restrictions Our Firm tailors our investment management and advisory services continuously to meet the needs of our Clients. We seek to ensure Client portfolios are managed consistently with those needs and objectives in mind. Each client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Retirement Plan Fiduciary and Non-Fiduciary Services When providing any non-discretionary investment advisory services, we will solely be making investment recommendations to the Sponsor, and the Sponsor retains full discretionary authority or control over assets of the retirement plan. We agree to perform any non-discretionary investment advisory services to the retirement plan as a fiduciary, as defined in ERISA Section 3(21)(A)(ii). The Sponsor may accept or reject any recommendation. We will act in good faith and with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. When providing administrative services, we may support the Sponsor with plan governance and committee education; vendor management and service provider selection and review; investment education; or plan participant non-fiduciary education services. We agree to perform any administrative services solely in a capacity that would not be considered a fiduciary under ERISA or any other applicable law. Participant education is general in nature and does not include individualized investment advice unless otherwise agreed in writing. When we provide investment models and related recommendations to a plan or its fiduciaries for a fee pursuant to a written agreement, we will act as a “fiduciary” as defined under Section 3(21) of ERISA and Section 4975 of the Code with respect to such advice. If we provide only general information or non- fiduciary tools, we will not be acting as an ERISA or Code fiduciary for those services. ROLLOVER RECOMMENDATION DISCLOSURE Our Firm is considered a fiduciary under the Investment Advisers Act of 1940. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We must act in your best interest and not put our interests ahead of yours. At the same time, how we make money conflicts with Client interests. A Client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): • • • • leave the money in the former employer’s plan, if permitted, roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, rollover to an Individual Retirement Account (“IRA”), or cash out the account value (which depending upon the Client’s age, could result in adverse tax consequences). Our Firm may recommend a Client rollover plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its advisors may earn an asset-based fee on the rolled assets. In contrast, a recommendation that a Client leave their plan assets with their previous  employer or rollover the assets to a plan sponsored by a new employer will result in no compensation to our Firm. Therefore, our Firm has an economic incentive to encourage a Client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are numerous factors that our Firm will consider before recommending a rollover, including but not limited to: the investment options available in the plan versus the investment options available in an IRA, fees and expenses in the plan versus the fees and expenses in an IRA, the services and responsiveness of the plan’s investment professionals versus those of our Firm, • • • • protection of assets from creditors and legal judgments, • • required minimum distributions and age considerations, and employer stock tax consequences, if any. The Chief Compliance Officer remains available to address client questions regarding the supervision and oversight of rollover and transfer assets. WRAP FEE PROGRAM We do not sponsor or participate in a wrap fee program. Clients pay our advisory fee and separate transaction and custody costs. REGULATORY ASSETS UNDER MANAGEMENT As of December 31, 2025, discretionary assets under management were $230,500,939 and non- discretionary assets under management were $4,292,091 for a total of $234,793,030 of assets under management. ITEM 5. FEES AND COMPENSATION Our Firm offers investment management services for an annual fee based on the amount of assets under management. Our maximum annual fee is 1.75%, and we have a minimum account size of $500,000. We retain the right to waive the minimum account size at our discretion. Our annual fee is reasonable in relation to (1) the services provided and (2) the fees charged by other investment advisers offering similar services/programs. Comprehensive Portfolio Management Maximum Fee Schedule Assets Under Management Annual Percentage of Assets Charge $0 to $500,000 1.75% $500,001 to $1,000,000 1.50% $1,000,001 to $3,000,000 1.25% $3,000,001 to $10,000,000 1.10% Over $10,000,000 Negotiable Our firm’s fees are billed on a pro-rata annualized basis quarterly in advance based on the value of your  account on the last day of the previous quarter. Fees will be automatically deducted from your managed account. In rare cases, we will agree to direct bill clients. The initial fee is due on the first of the calendar quarter following the day the account is funded and is prorated according to the number of days remaining in the calendar quarter. Thereafter, the quarterly fee is based on the account asset value on the last day of the respective calendar quarter. Fees are calculated by first calculating the annual fee and then pro-rating by the number of days in the quarter (actual/365). Our firm’s fees are billed on a pro-rata annualized basis quarterly in advance based on the value of your account on the last day of the previous quarter. In addition to our advisory fee, you will pay custody, brokerage and transaction costs charged by your custodian or broker. Investments such as mutual funds and ETFs bear their own internal expenses. We do not receive any portion of these fees. You can find more information about transaction costs and fund expenses in your custodial agreement and in fund prospectuses Independent Managers In addition to, Clients pay 25 basis points to 75 basis points of the overall advisory fee to Independent Managers for their services, the Independent Manager will deduct their fee from client accounts quarterly in arrears based on the value of the account on the last business day of the quarter. Financial Planning and Consulting Financial Planning and Consulting services are included in the advisory fees listed above for Comprehensive Portfolio Management. Your independent custodian sends statements at least quarterly to you showing all disbursements for your account, including the amount of the advisory fees paid to us; and You provide authorization permitting us to be directly paid by these terms. Clients may incur transaction charges for trades executed in their accounts. These transaction fees are separate from our fees and will be disclosed by the firm that the trades are executed through. ADMINISTRATIVE SERVICES PROVIDED BY ADVYZON TECHNOLOGIES Our Firm has contracted with Advyzon Technologies to utilize its technology platforms to support data reconciliation, performance reporting, fee calculation, client relationship maintenance, quarterly performance evaluations, and other functions related to managing Client accounts' administrative tasks. Due to this arrangement, Advyzon will have access to client accounts, but Advyzon will not serve as an investment advisor to our clients or bill the accounts. Advyzon charges our firm an annual fee for each account administered by its software. Please note that our Firm’s annual fee to Advyzon will not increase the Client's fee. Our firm will pay the annual fee from the portion of the management fee retained by Our Firm. Our Firm and Advyzon are non-affiliated companies. ADDITIONAL FEES & EXPENSES In addition to the advisory fees paid to our Firm, Clients also incur certain charges imposed by other third parties, such as broker-dealers, Custodians, trust companies, banks, and other financial institutions. These additional charges include securities, transaction fees, custodial fees, fees charged by  the SMA, ITPM, and Manager charges imposed by a mutual fund or ETF (Exchange Traded Funds) in a Client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Our brokerage practices are described at length in Item 12 below. Neither our Firm nor its supervised persons accept commission compensation for selling securities or other investment products. Further, we do not share any additional fees and expenses outlined above. Our Firm’s investment strategies may include mutual and exchange-traded funds (“ETFs”). Our policy is to purchase institutional share classes of those mutual funds selected for the Client’s portfolio. The institutional share class generally has the lowest expense ratio. The expense ratio is the annual fee that all mutual funds or ETFs charge their shareholders. It expresses the percentage of assets deducted each fiscal year for funds expenses, including 12b-1 fees, management fees, administrative fees, operating costs, and all other asset-based costs incurred by the fund. Some fund families offer different classes of the same fund, and one share class may have a lower expense ratio than another. Mutual fund expense ratios are in addition to our fees; we do not receive any portion of these charges. If an institutional share class is not available for the mutual fund selected, the adviser will purchase the least expensive share class available for the mutual fund. As share classes with lower expense ratios become available, we may use them in the Client’s portfolio or convert the existing mutual fund position to the lower-cost share class. Clients who transfer mutual funds into their accounts with our Firm would bear the expense of any contingent or deferred sales loads incurred upon selling the product. If a mutual fund has a frequent trading policy, the policy can limit a Client’s transactions in fund shares (e.g., for rebalancing, liquidations, deposits, or tax harvesting). All mutual fund expenses and fees are disclosed in the respective mutual fund prospectus. When selecting investments for our Clients’ portfolios, we might choose mutual funds on your account Custodian’s Non-Transaction Fee (NTF) list. This means that your account Custodian will not charge a transaction fee or commission associated with the purchase or sale of the mutual fund. The mutual fund companies that choose to participate in the Client’s Custodial NTF fund program pay a fee to the Custodian to be included in the NTF program. The mutual fund owners bear the fee that a company pays to participate in the program, as captured in the fund’s expense ratio. When choosing a fund from the Client’s Custodial NTF list, our Firm considers the expected holding period, position size, and expense ratio versus alternative funds. Depending on our Firm’s analysis and future events, NTF funds might not always be in the Client’s best interest. ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT If we or any of our supervised persons accepts performance-based fees, fees based on a share of capital gains on or capital appreciation of the assets of a client, we are required to disclose this fact. We do not charge performance fees to our clients. ITEM 7. TYPES OF CLIENTS Our Firm provides investment management, investment advice, financial planning, consulting and advisement, and third-party portfolio management to individuals, high-net-worth individuals, families, trusts, retirement plans, and pension and profit sharing plans. Our firm requires a minimum account value of $500,000 for advisory services. Clients have the option to aggregate all household accounts to meet this minimum. Exceptions to the minimum account  requirement may be granted based on the Client's relationship with their representative. For fee calculation purposes, unless instructed otherwise, we will automatically aggregate related client accounts, a practice commonly known as "householding" portfolios. Householding may result in lower fees than if each account were billed separately, as the combined value is used to determine the account size and the corresponding annualized fee. ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis Our Investment Advisory Representatives will generally use the following analysis methods to formulate our investment advice and manage Client assets. However, each IAR can manage its Client’s account as necessary, and their specific analysis method may vary from below. Clients should acknowledge that investing in securities involves the risk of loss, regardless of the strategies, that Clients should be prepared to bear. • Charting. In this type of technical analysis, we review charts of market and security activity in an attempt to identify when the market is moving up or down and to predict when how long the trend may last and when that trend might reverse. • Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. • Technical Analysis. We analyze past market movements and apply that analysis to the presenting an attempt to recognize recurring patterns of investor behavior and potentially predict future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly managed or financially unsound company may underperform regardless of market movement. • Cyclical Analysis. In this type of technical analysis, we measure the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Investment Strategies Our Firm may use any of the following investment strategies when managing Client assets and providing investment advice: • Long-term purchases. When utilizing this strategy, we may purchase securities with the idea of holding them for a relatively long time (typically held for at least a year). A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantages of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. • Short-term purchases. When utilizing this strategy, we may also purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase.  • Trading. We purchase securities with the idea of selling them very quickly (typically within 30 days or less). We do this in an attempt to take advantage of our predictions of brief price swings. • Short sales. We borrow shares of a stock for your portfolio from someone who owns the stock on a promise to replace the shares on a future date at a certain price. Those borrowed shares are then sold. On the agreed-upon future date, we buy the same stock and return the shares to the original owner. We engage in short selling based on our determination that the stock will go down in price after we have borrowed the shares. If we are correct and the stock price has gone down since the shares were purchased from the original owner, the client account realizes the profit. • Margin transactions. Margin and short strategies are used only in eligible accounts with client consent. When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from your brokerage firm. If you choose to borrow funds through a margin account, securities purchased are the firm's collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, the firm can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts held with the member, in order to maintain the required equity in the account. Investing with margin is characterized by unique risks including amplified losses due to increased leverage; margin calls; forced liquidations; and additional fees including margin interest charges. In order to manage margin risk, we recommend leveraging responsibly (borrowing less than the amount available); keeping a diversified portfolio; and monitoring the account and evaluating risk regularly. Before investing on margin, be sure to read the Margin Disclosure Statement provided by your custodian. • Use Of Alternative Investments. If deemed appropriate for your portfolio, our Firm may recommend "alternative investments.” Alternative investments may include a broad range of underlying assets including hedge funds, private equity, venture capital, registered, publicly traded securities, structured notes, and private real estate investment trusts. Alternative investments are speculative, not suitable for all Clients, and intended for only experienced and sophisticated investors who are willing to bear the high risk of the investment, which can include: loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative investment practices; lack of liquidity in that there may be no secondary market for the fund and none expected to develop; volatility of returns; potential for restrictions on transferring an interest in the fund; potential lack of diversification and resulting higher risk due to concentration of trading authority with a single adviser; absence of information regarding valuations and pricing; potential for delays in tax reporting; less regulation and often higher fees than other investment options such as mutual funds. The SEC requires investors to be accredited to invest in these more speculative alternative investments. Investing in a fund concentrating on a few holdings may involve heightened risk and greater price volatility. • Cash & Cash Equivalent Allocation. Our Firm generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. Ultimately, our Firm tries to achieve the highest return on client cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that our Firm may debit advisory fees for our services related to our Asset Management and Comprehensive Portfolio Management services, as applicable. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and your account(s) could enjoy a gain, it is also possible that the stock market may decrease, and your account(s) could suffer a loss. It is important that you understand the risks associated with investing in the stock market, are appropriately diversified in your investments, and ask us any questions you may have: • Active Management Risk. Due to its active management, a portfolio could underperform other portfolios with similar investment objectives or strategies. • Allocation Risk. A portfolio may use an asset allocation strategy to pursue its investment  objective. There is a risk that a portfolio’s allocation among asset classes or investments will cause a portfolio to lose value or cause it to underperform other portfolios with a similar investment objective or strategy or that the investments themselves will not produce the returns expected. • Alternative Risk. Alternative investments include other additional risks. Lock-up periods and other terms obligate Clients to commit their capital investment for a minimum period, typically no less than one or two years and sometimes up to 10 or more years. Illiquidity is considered a substantial risk and will restrict the ability of a Client to liquidate an investment early, regardless of the success of the investment. Alternative investments are difficult to value within a Client’s total portfolio. There may be limited availability of suitable benchmarks for performance comparison; historical performance data may also be limited. In some cases, there may be a lack of transparency and regulation, providing an additional layer of risk. Some alternative investments may involve the use of leverage and other speculative techniques. As a result, some alternative investments may carry substantial additional risks, resulting in the loss of some or all the investment. Using leverage and certain other strategies will result in adverse tax consequences for tax-exempt investors, such as the possibility of unrelated business taxable income, as defined under the U.S. Internal Revenue Code. • Capitalization Risk. Small-cap and mid-cap companies may be hindered due to limited resources or less diverse products or services. Their stocks have historically been more volatile than the stocks of larger, more established companies. • Call Risk. Some bonds allow the issuer to redeem the bond before its maturity date. If an issuer exercises this option during declining interest rates, the proceeds from the bond may have to be reinvested in an investment offering a lower yield and may not benefit from an increase in value due to declining rates. Callable bonds are also subject to increased price fluctuations during market illiquidity or rising interest rates. Finally, the capital appreciation potential of a bond will be reduced because the price of a callable bond may not rise much above the price at which the issuer may call the bond. • Commodity Risk. The fluctuation in the prices of commodities causes uncertainties about future market values and the size of future income. These commodities may be grains, metals, gas, electricity, etc. • Company Risk. The risk related to a Firm’s business plans, stock valuation, profitability, accounting practices, growth strategy, and other factors particular to a company rather than the overall market. Some of these risks cannot be predicted, such as the retirement or death of a senior executive, which may lead to negative performance in the future. • Concentration Risk. Strategies concentrated in only a few securities, sectors or industries, regions or countries, or asset classes could expose a portfolio to greater risk. They may cause the portfolio value to fluctuate more widely than a diversified portfolio. Overexposure to certain sectors or asset classes (e.g., MLPs, REITs, etc.) may be detrimental to an investor if there is a negative sector move. • Credit Risk. The credit rating of an issuer of a security is based on, among other things, the issuer’s historical financial condition and the rating agencies’ investment analyses at the time of rating. An actual or perceived deterioration of the ability of an issuer to meet its obligations would harm the value of the issuer’s securities. • Currency Risk. If an account invests directly in non-U.S. currencies or in securities that trade in and receive revenues in non-U.S. currencies or in derivatives that provide exposure to non-U.S. currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods for several reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, an account’s investments in non-U.S. currency-denominated securities may reduce the account's returns. Foreign currency exchange transactions are conducted on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange  market or through entering forward contracts to purchase or sell the currency. • Cybersecurity Risk. Increased Internet use makes a portfolio susceptible to operational and informational security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include but are not limited to infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices through “hacking” or other means to misappropriate assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity failures or breaches of third-party service providers may cause disruptions at third-party service providers and impact our business operations, potentially resulting in financial losses; the inability to transact business; violations of applicable privacy and other laws, regulatory fines, or penalties; reputational damage; unanticipated expenses or other compensation costs; or additional compliance costs. Our Firm has an established business continuity and disaster recovery plan and related cybersecurity procedures designed to prevent or reduce the impact of such risks; there are inherent limitations in such plans and systems due in part to the evolving nature of technology and cyberattack tactics. • Deflation Risk. When inflation or expectations are low, the value and income of an account’s investments in inflation-linked securities could fall, resulting in losses. • Digital Asset & Crypto Currency Risk. Digital assets and the securities derived from them (including ETFs and mutual funds) are highly speculative and historically subject to extreme price volatility. Prices can fluctuate significantly over short periods due to market sentiment, regulatory developments, technological advancements, or macroeconomic events. The legal and regulatory environment for cryptocurrencies and digital asset investments is rapidly evolving. Changes in regulation - either domestically or globally - could adversely affect the value, liquidity, or legality of certain digital asset-based funds. Future actions by regulatory authorities may restrict or otherwise impact the operation, marketing, or underlying holdings of these funds. • Equity Risk. Equity instruments are subject to equity market risk, the risk that common stock prices fluctuate over short or extended periods. Equity securities have greater price volatility than fixed-income securities. The market price of equity securities may increase or decrease, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting markets, industries, sectors or geographic regions represented in those markets, or individual security concerns. • Event Risk. The possibility is that an unforeseen event will negatively affect a company or industry and, thus, increase security volatility. • Emerging Markets Risk. The risks of foreign investing are heightened for securities of companies in emerging market countries. In most cases, emerging market countries' economic and political structures do not compare favorably with the U.S. or other developed countries regarding wealth and stability. Their financial markets often lack liquidity. In addition to all the risks of investing in foreign developed markets, emerging market securities are susceptible to governmental interference, local taxes on investments, restrictions on gaining access to sales proceeds, and less efficient trading markets. These factors can make emerging market investments more volatile and less liquid than investments in developed markets. • ETF & ETN Risk. ETFs and ETNs are, by definition, portfolios of securities. Although the unsystematic risk associated with investments in ETFs and ETNs may be low relative to investments in securities of individual issuers, some events can trigger sharp, and sometimes adverse, price movements in ETFs and ETNs unrelated to the markets' general activities. These events include unexpected dividends, changes to regular dividend amounts, announcements of rights offerings, and possible unexpected revisions to the net asset values of the ETF and ETN. ETFs are subject to market risk, whereas ETNs are subject to both market risk and the credit risk of the issuer of the ETN. Further, certain Client accounts may hold (or short-sell) positions in volatility-related ETFs and ETNs. Leveraged ETFs and mutual funds, sometimes labeled “ultra” or “2x,” for example, are designed to provide a multiple of the underlying index’s return, typically daily. Inverse products are designed to provide the opposite of the underlying index's return, typically daily. These products differ and can be riskier than traditional ETFs and mutual funds. Although these  products are designed to provide returns that correspond to the underlying index, they may not be able to exactly replicate the performance of the index because of fund expenses and other factors. This is referred to as a tracking error. Continual re-setting of returns within the product may add to the underlying costs and increase the tracking error. As a result, this may prevent these products from achieving their investment objective. In addition, compounding of the returns can produce a divergence from the underlying index over time, particularly for leveraged products. Return distortions may be magnified in highly volatile markets with significant positive and negative swings. Some deviations from the stated objectives to the positive or negative are possible and may or may not correct themselves over time. These products use various strategies to accomplish their objectives, including swaps, futures contracts, and other derivatives. These products may not be diversified and can be based on commodities or currencies. These products may have higher expense ratios and be less tax-efficient than more traditional ETFs and mutual funds. • Fixed Income & Debt Risk. Debt securities are affected by changes in interest rates. When interest rates rise, the value of debt securities is likely to decrease. Conversely, when interest rates fall, the values of debt securities are likely to increase. The values of debt securities may also be affected by changes in the issuing entities' credit rating or financial condition. • Foreign Investing Risk. Investments in securities of foreign issuers may involve risks, including adverse fluctuations in currency exchange rates, political instability, confiscations, taxes, restrictions on currency exchange, difficulty in selling foreign investments, and reduced legal protection. These risks may be more pronounced for investments in developing countries. • Frequent Trading Risk. A portfolio Manager may actively and frequently trade investments in a portfolio to carry out its investment strategies. Frequent trading of investments increases the possibility that a portfolio, as relevant, will realize taxable capital gains (including short-term capital gains, which are typically taxable at higher rates than long-term capital gains for U.S. federal income tax purposes), which could reduce a portfolio's after-tax return. Frequent trading can also mean higher brokerage and other transaction costs, which could reduce a portfolio's return. The trading costs and tax effects of portfolio turnover can adversely affect its performance. • Geographic Concentration Risk. If an account concentrates its investments in a particular geographic region or country, its performance is closely tied to the market, currency, social, political, economic, environmental, and regulatory conditions within that country or region. These conditions include anticipated or actual government budget deficits or other financial difficulties, levels of inflation and unemployment, fiscal and monetary controls, and political and social instability in such countries and regions. As a result, the account is likely to be more volatile than an account with more geographically diverse investments. • Industry or Sector Risk. An account that focuses its investments in specific industries or sectors is more susceptible to developments affecting those industries and sectors than a more broadly diversified fund. Issuers in a single industry can react similarly to market, economic, industry, social, political, regulatory, and other conditions. For example, suppose an account has significant investments in technology companies. In that case, the account may perform poorly during a downturn in one or more industries or sectors that heavily impact technology companies. • Interest Rate Risk. When interest rates increase, the value of the account’s investments may decline, and the account’s share value may decrease. This effect is typically more pronounced for intermediate and longer-term obligations. This effect is also typically more pronounced for mortgages and other asset-backed securities since the value may fluctuate more significantly in response to interest rate changes. When interest rates decrease, the account’s current income may decline. • Issuer Risk. The risk is that an issuer of a security may perform poorly, and therefore, the value of its securities may decline. Poor management decisions, competitive pressures, technological breakthroughs, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, or other events, conditions, or factors may cause inferior performance. • Legacy Holding Risk. Investment advice may be offered on any investment a Client holds at the  start of the advisory relationship. Depending on tax considerations and Client sentiment, these investments will be sold over time, and the assets invested in the appropriate strategy. As with any investment decision, there is the risk that timing with respect to the sale and reinvestment of these assets will be less than ideal or even result in a loss to the Client. • Liquidity Risk. Low trading volume, large positions, or legal restrictions are some conditions that could limit or prevent a portfolio from selling securities or closing positions at desirable prices. Securities that are relatively liquid when acquired could become illiquid over time. The sale of any such illiquid investment might be possible only at substantial discounts or might not be possible at all. Further, such investments may take more work to value. • Management Risk. An account is subject to the risk that judgments about the attractiveness, value, or potential appreciation of the account’s investments may prove to be incorrect. If the selection of securities or strategies fails to produce the intended results, the account could underperform other accounts with similar objectives and investment strategies. • Market Risk. Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities to rise or fall. Because the value of investment portfolios will fluctuate, there is the risk that you will lose money, and your investment may be worth less upon liquidation. Due to a lack of demand in the marketplace or other factors, an account may only be able to sell some or all the investments promptly or may only be able to sell assets at desired prices. • Municipal Bond Risk. Investments in municipal bonds are affected by the municipal market and the factors in the cities, states, or regions where the strategy invests. Issues such as legislative changes, litigation, business and political conditions relating to a particular municipal project, municipality, state, or territory, and fiscal challenges can impact the value of municipal bonds. These matters can also impact the ability of the issuer to make payments. Also, the public information about municipal bonds is less than that for corporate equities or bonds. Additionally, supply and demand imbalances in the municipal bond market can cause deterioration in liquidity and a lack of price transparency. • Mutual Fund or ETF Risk. Our models and accounts may use certain ETFs and mutual funds to invest primarily in alternative investments or strategies. Investing in these alternative investments and strategies may only be suitable for some of our Clients. These include special risks, such as those associated with commodities, real estate, and leverage, selling securities short, use of derivatives, potential adverse market forces, regulatory changes, and potential ill- liquidity. Special risks are associated with ETFs that invest principally in real estate securities, such as sensitivity to changes in real estate values or changes in interest rates and price volatility due to the ETF’s concentration in the real estate market. The risks with mutual funds include the costs and expenses within the fund that can impact performance, change of Managers, and the fund straying from its objective (i.e., style drift). Mutual funds have certain costs associated with underlying transactions and operating costs, such as marketing and distribution expenses and advisory fees. Mutual fund costs and expenses vary from fund to fund and will impact a mutual fund’s performance. Additionally, mutual funds typically have different share classes, as further discussed below, that trade at different Net Asset Values (“NAV”) as determined at the daily market close and have different fees and expenses. • Non-Liquid Alternative Investment Risk. From time to time, our Firm will recommend to certain qualifying Clients that a portion of such Clients’ assets be invested in private funds, private fund-of-funds, or other alternative investments (collectively, “Non-liquid Alternative Investments”). Non-liquid Alternative Investments are not suitable for all our Firm’s Clients. They are offered only to those qualifying Clients for whom our Firm believes such an investment is suitable and in line with their overall investment strategy. Non-liquid Alternative Investments typically are available to only a limited number of sophisticated investors who meet the definition of “accredited investor” under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), or “qualified Client” under the Investment Advisers Act of 1940 or “qualified purchaser” under the Investment Company Act of 1940. Non-liquid Alternative Investments present special risks for our Firm’s Clients, including, without limitation, limited liquidity, higher fees and expenses, volatile performance, no assurance of investment returns, heightened risk of  loss, limited transparency, additional reliance on underlying management of the investment, special tax considerations, subjective valuations, use of leverage and limited regulatory oversight. When a Non-liquid Alternative Investment invests part or all of its assets in real estate properties, there are additional risks that are unique to real estate investing, including but not limited to: limitations of the appraisal value, the borrower’s financial conditions (if a loan has obtained the underlying property), including the risk of foreclosures on the property; neighborhood values; the supply of and demand for properties of like kind; and certain city, state or federal regulations. Additionally, real estate investing is also subject to possible loss due to uninsured losses from natural and artificial disasters. The above list is not exhaustive of all risks related to an investment in Non-liquid Alternative Investments. A more comprehensive discussion of the risks associated with a particular Non-liquid Investment is set forth in that fund’s offering documents, which will be provided to each Client subscribing to a Non-liquid Alternative Investment for review and consideration. It is important that each potential, qualified investor carefully read each offering or private placement memorandum before investing. • Options Risk. Transactions in options carry a high degree of risk. A small market movement will have a proportionately larger impact, which may work for or against the investor. The placing of certain orders, which are intended to limit losses to certain amounts, may not be effective because market conditions may make it impossible to execute such orders. Selling ("writing" or "granting") an option entails greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well more than that amount. The seller will also be exposed to the risk of the purchaser exercising the option and will be obliged to settle it in cash or to acquire or deliver the underlying investment. The risk may be reduced if the option is "covered" by the seller holding a corresponding position in the underlying investment or a future on another option. • Performance of Underlying Manager Risk. We select the mutual funds and ETFs in the asset allocation portfolios. However, we depend on the Manager of such funds to select individual investments in accordance with their stated investment strategy. • Pre-Payment Risk. Like call risk, this risk is associated with the early unscheduled principal repayment on a fixed-income security. When the principal is returned early, future interest payments will not be paid. The proceeds from the repayment may be reinvested in securities at a lower prevailing rate. • Real Estate Securities & Related Derivatives Risk. The Fund may gain exposure to the real estate sector by investing in real estate-linked derivatives, REITs, and common, preferred, and convertible securities of issuers in real estate-related industries. Each of these types of investments are subject to risks similar to those associated with direct ownership of real estate, including loss to casualty or condemnation, increases in property taxes and operating expenses, zoning law amendments, changes in interest rates, overbuilding and increased competition, variations in market value, and possible environmental liabilities. REITs are subject to management fees and other expenses, and so the Fund, when investing in REITs, will bear its proportionate share of the costs of the REITs’ operations. An investment in a REIT or a real estate-linked derivative instrument that is linked to the value of a REIT is subject to additional risks, such as inferior performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Code. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Furthermore, REITs are not diversified because they only operate in the real estate business and are heavily dependent on cash flow. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. • Reinvestment Risk. The possibility of investing a bond’s cash flows at a rate lower than the expected rate of return assumed at the time of buying the bond. Reinvestment risk is high for bonds with long maturities and high coupons. • Sector Risk. The danger is that the stocks of many companies in one sector (like health care or technology) will fall in price simultaneously because of an event that affects the entire industry.  • Securities Lending Risk. Securities lending involves the risk that the fund loses money because the borrower fails to return the securities promptly. The fund could also lose money if the value of the collateral provided for loaned securities, or the value of the investments made with the cash collateral, falls. These events could also trigger adverse tax consequences for the fund. • Short Sale Risk. A short sale is affected by selling a security that the seller does not own or selling a security that the seller owns but which it does not deliver upon consummation of the sale. To make delivery to the buyer of a security sold short, the prime broker or Custodian must borrow the security on behalf of the seller. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The seller must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. This obligation must, unless the seller then owns or has the right to obtain, without payment, securities identical to those sold short, be collateralized by a deposit of cash or marketable securities with the lender. Short selling is subject to the theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the “short” position is closed out. Further, short sales of securities involve a form of investment leverage, and the amount of the portfolio’s potential loss is theoretically unlimited. See Borrowing and Leverage Risk. • Socially Responsible Investing & ESG Risk. Clients utilizing responsible investing strategies and environmental, social responsibility, and corporate governance (ESG) factors may underperform strategies that do not utilize responsible investing and ESG considerations. Responsible investing and ESG strategies may operate by excluding certain issuers' investments or by selecting investments based on compliance with factors such as ESG. This strategy may exclude certain sectors or industries from a Client’s portfolio, potentially negatively affecting the Client’s investment performance if the excluded sector or industry outperforms. Responsible investing and ESG are subjective by nature. Our Firm may rely on analysis and ‘scores’ provided by third parties in determining whether an issuer meets our Firm’s standards for inclusion or exclusion. A Client’s perception may differ from our Firm or a third party on how to judge an issuer's adherence to responsible investing principles. • Third-Party Money Manager Risk. When implementing third-party model portfolios, the Firm selects the model and determines its appropriateness for a client. The Adviser may deviate from a model to accommodate restrictions, tax considerations, cash flows, or other client circumstances, which may cause performance to differ from model results. Clients are subject to model risk including the risk that the model’s assumptions, allocations, or underlying holdings may underperform or be changed by the model provider without notice. • Timing Risk. The risk is that the investment needs to perform better after its purchase or sale. Moreover, if the Client requires redemption, the Client may face a loss due to poor overall market performance or security performance at that time. • Value Investing Risk. Value investing risk is the risk that value stocks do not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock’s intrinsic value or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though they are already undervalued in theory. Value stocks are typically less volatile than growth stocks but may lag behind growth stocks in an up market. ITEM 9. DISCIPLINARY INFORMATION Registered investment advisers are required to provide information about all disciplinary information that would be material to a Client’s evaluation of our Firm or the integrity of its management. Clients should refer to the Advisor’s Form ADV Part 2B Brochure Supplement. If the Client did not receive the Advisor’s Form ADV Part 2B Brochure Supplement, the Client should contact the Chief Compliance Officer using the information provided on the cover page of this Brochure. Our Chief Compliance Officer  is available to address any questions a Client or prospective client may have regarding the above or any information outlined in this Brochure. Our Firm has no legal or disciplinary events that are material to a Client or prospective clients, evaluation of our advisory business, or the integrity of our management services. ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS INDUSTRY ACTIVITIES Our firm or our management persons are required to disclose if we or any of our management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer, disclose this fact. Our firm has nothing to disclose. INSURANCE COMPANIES Associated persons may be licensed insurance agents and may recommend insurance products and receive commissions and other compensation if products are purchased. Thus, a potential conflict of interest exists between the interests of associated persons and those of the advisory clients. However, clients are under no obligation to act upon any recommendations of the associated persons. If we recommend or select other investment advisers for our clients and receive compensation directly or indirectly from those advisers that creates a material conflict of interest, or if we have other business relationships with those advisers that create a material conflict of interest, we are required to describe these practices and discuss the material conflicts of interest these practices create and how we address them. Our firm does from time to time recommend the use of other investment advisers. We are not compensated directly or indirectly by these advisors. There is no conflict of interest. THIRD-PARTY MONEY MANAGERS The Firm may recommend third-party money managers (“TPMM”). The Firm’s recommendation of a TPMM may create a conflict of interest if the Firm receives any economic benefit from such TPMM (e.g., reduced platform fees, marketing support, access to research, or other non-cash benefits). The Adviser addresses this conflict by disclosing it and by selecting providers believed to be appropriate based on the client’s needs and the Firm’s due diligence. ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING Our Firm maintains a Code of Ethics to reinforce the fiduciary principles governing our Firm and its employees. The Code, among other things, requires all employees to act with integrity and ethics, and professionalism. Policies against overreaching, self-dealing, insider trading, and conflicts of interest are outlined in our Code. Our Code forbids employees from trading, either personally or on behalf of others, based on non- public material information or communicating non-public material information to others violating the law.  Additionally, our Code sets forth restrictions and quarterly attestations on receiving gifts, outside business activities, personal trading activity, maintenance of personal brokerage accounts, and other matters. The Code is appropriately designed and implemented to prevent or eliminate potential conflicts of interest between our Firm, our employees and IARs, Clients, and investors. We always strive to make decisions in our Client's best interest should a conflict of interest arise. Clients should be aware that no set of rules, policies, or procedures can anticipate, avoid, or address all potential conflicts of interest. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING We recognize that the personal investment transactions of members and employees of our firm demand the application of a high Code of Ethics and require that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, we believe that if investment goals are similar for clients and for members and employees of our firm, it is logical and even desirable that there be common ownership of some securities. Therefore, in order to prevent conflicts of interest, we have in place a set of procedures (including a pre- clearing procedure) with respect to transactions effected by our members, officers and employees for their personal accounts. In order to monitor compliance with our personal trading policy, we have a quarterly securities transaction reporting system for all of our associates. Furthermore, our firm has established a Code of Ethics which applies to all of our associated persons. An investment adviser is considered a fiduciary. As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. We have a fiduciary duty to all clients. Our fiduciary duty is considered the core underlying principle for our Code of Ethics which also includes Insider Trading and Personal Securities Transactions Policies and Procedures. We require all of our supervised persons to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment or affiliation and at least annually thereafter, all supervised persons will sign an acknowledgement that they have read, understand, and agree to comply with our Code of Ethics. Our firm and supervised persons must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. 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. If our firm or a related person recommends to clients, or buys or sells for client accounts, securities in which the firm or a related person has a material financial interest, we are required to describe our proactive and discuss the conflicts of interest that may arise. It is the firm policy to not recommend securities in which the firm or a related person has a material financial interest. If our firm or a related person invests in the same securities (or related securities, e.g., warrants, options or futures) that our firm or a related person recommends to clients, we are required to describe our practice and discuss the conflicts of interest this presents and generally how we address the conflicts that arise in connection with personal trading. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request.  If our firm or a related person recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that you or a related person buys or sells the same securities for our firm’s (or the related person's own) account, we are required to describe our practice and discuss the conflicts of interest it presents. We are also required to describe generally how we address conflicts that arise. Related persons of our firm may buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. ITEM 12. BROKERAGE PRACTICES Clients must maintain assets in an account with a “qualified Custodian,” a broker-dealer or bank. If our Firm is asked to give a recommendation, our recommendation is based on the broker’s cost and fees, skills, reputation, dependability, and compatibility with the Client. The Client may obtain lower commissions and fees from other brokers. CHARLES SCHWAB & CO. INC. We typically recommend that our Clients utilize Charles Schwab & Co., Inc. Advisor Services ("Schwab"), a registered broker-dealer, Member SIPC, as the qualified Custodian. Our Firm is independently owned, operated and unaffiliated with Schwab. Schwab will hold Client assets in a brokerage account and buy and sell securities when our Firm instructs them. While our Firm recommends that Clients use Schwab as a Custodian, Clients must decide whether to do so and open accounts with Schwab by entering into account agreements directly with them. The Client opens the accounts with Schwab. The accounts will always be held in the Client's name and never in our Firm’s. HOW OUR FIRM SELECTS CUSTODIAN-BROKER Our Firm seeks to recommend a Custodian-Broker who will hold Client assets and execute the transactions on terms that are, overall, most advantageous compared to other available providers and their services. Our Firm considers a wide range of factors, including, among others: Combination of transaction execution and asset custody services (without a separate fee for custody). • Capability to execute, clear, and settle trades (buy and sell securities for Client accounts). • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payments, etc.). • The breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds (ETFs), etc.). • Availability of investment research and tools that assist us in making investment decisions. • Quality of services. • Competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate the prices. • Reputation, financial strength, and stability. • Prior service to our Firm and our other Clients. Availability of other products and services that benefit our Firm, as discussed below (see “Products and Services Available to Us from Schwab”).  CLIENT BROKERAGE & CUSTODY COSTS For Clients' accounts, Schwab maintains and generally does not charge separately for custody services. However, Schwab receives compensation by charging ticket charges or other fees on trades it executes or settling into Clients' Schwab accounts. In addition to commissions, Schwab charges a flat dollar amount as a "prime broker" or "trade away" fee for each trade that our Firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into a Client’s Schwab account. These fees are in addition to the ticket charges or compensation the Client pays the executing broker-dealer. Because of this, our Firm has Schwab execute most trades for Client accounts to minimize trading costs. Our Firm has determined that having Schwab execute most trades is consistent with our duty to seek the "best execution" of Client trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see How Our Firm Selects Custodian-Broker). PRODUCTS AND SERVICES AVAILABLE TO US FROM SCHWAB Schwab Advisor Services™ (formerly called Schwab Institutional®) provides independent investment advisory Firms and Clients with access to its institutional brokerage, trading, custody, reporting, and related services, many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our Clients’ accounts; others help us manage and grow our business. Schwab’s support services typically are available on an unsolicited basis and at no charge to our Firm. These are typically considered soft dollar benefits because there is an incentive to do business with Schwab. Receiving soft dollar benefits creates a conflict of interest. We have established policies in this regard to mitigate any conflicts of interest. We believe our selection of Schwab as Custodian- Broker is in the Clients' best interests. Our Firm will always act in the best interest of our Clients and act as fiduciary in carrying out services to Clients. The following is a more detailed description of Schwab’s support services: SERVICES THAT BENEFIT OUR CLIENTS Schwab's institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client assets. The investment products available through Schwab include some we might not otherwise have access to or would require a significantly higher minimum initial investment by our Clients. Schwab’s services described in this paragraph benefit our Clients and their accounts. SERVICES THAT MAY NOT DIRECTLY BENEFIT OUR CLIENTS Schwab also makes other products and services available that benefit our Firm but may not directly benefit our Clients or their accounts. These products and services assist our Firm in managing and administering our Clients’ accounts. They include investment research, both Schwab’s own and that of third parties. Our Firm may use this research to service all or a substantial number of our Client's accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provides access to Client account data (such as duplicate trade confirmations and account statements). • Facilitate trade execution and allocate aggregated trade orders for multiple Client accounts. Provide pricing and other market data.  • Facilitate payment of our fees from our Clients’ accounts. • Assist with back-office functions, recordkeeping, and Client reporting. SERVICES THAT GENERALLY BENEFIT ONLY US Schwab also offers other services to help our Firm manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology, compliance, legal, and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to our Firm. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide our Firm with other benefits, such as occasional business entertainment for our personnel. OUR INTEREST IN SCHWAB’S SERVICES The availability of these services from Schwab benefits our Firm because we do not have to produce or purchase them. These services are not contingent upon our Firm committing any specific amount of business to Schwab in trading commissions. We believe our selection of Schwab as Custodian and Broker is in our Client’s best interests. Some of the products, services, and other benefits provided by Schwab benefit our Firm and may not benefit our Client accounts. Our recommendation or requirement that you place assets in Schwab's custody may be based, in part, on the benefits Schwab provides to our Firm or our Agreement to maintain certain Assets Under Management at Schwab and not solely on the nature, cost, or quality of custody and execution services provided by Schwab. • Our Firm places trades for our Clients' accounts subject to its duty to seek the best execution and other fiduciary duties. Schwab's execution quality may be different from other broker-dealers. Our Firm does not routinely recommend, request, or require that the Client direct us to execute the transactions through a specified Custodian. Additionally, our Firm typically does not permit the Client to direct brokerage. We place trades for Client accounts subject to our duty to seek the best execution and other fiduciary duties. • We will aggregate trades for ourselves or our associated persons with your trades, providing that the following conditions are met: o Our policy for the aggregation of transactions shall be fully disclosed separately to our existing Clients (if any) and the broker/dealer(s) through which such transactions will be placed. o We will only aggregate transactions if we believe that aggregation is consistent with our duty to seek the best execution (which includes the duty to seek the best price) for the Client and is consistent with the terms of our investment advisory agreement. o No advisory Client will be favored over any other Client; each Client that participates in an aggregated order will participate at the average share price for all transactions in a given security on a given business day, with transaction costs based on each Client's participation in the transaction.  o Our Firm will prepare a written statement (“Allocation Statement”) specifying the o participating Client accounts and how to allocate the order among those Clients. If the aggregated order is filled in its entirety, it will be allocated among Clients per the allocation statement; if the order is partially filled, the accounts that did not receive the previous trade's positions should be "first in line" to receive the next allocation. o Notwithstanding the preceding, the order may be allocated on a basis different from that specified if all Client accounts receive fair and equitable treatment. The reason for the difference in allocation will be documented and reviewed by our Firm’s Compliance Officer. Our Firm’s books and records will separately reflect, for each Client account, the orders which are aggregated, and the securities held by and bought for that account. o Our Firm will not receive additional compensation or remuneration of any kind because of the proposed aggregation; and Individual advice and treatment will be accorded to each advisory Client. o BROKERAGE FOR CLIENT REFERRALS Our Firm does not receive Client referrals from any Custodian or third party in exchange for using that broker-dealer or third party. AGGREGATION & ALLOCATION OF TRANSACTIONS Our Firm does not typically aggregate transactions; however, we may aggregate transactions if we believe that aggregation is consistent with the duty to seek the best execution for our clients and is consistent with the disclosures made to clients and terms defined in the client Investment Advisory Agreement. If we do aggregate trades for ourselves or our associated persons with your trades, we will ensure that the following conditions are met: • When only a small percentage of the order is executed, with respect to purchase allocations, allocations may be given to accounts high in cash. • Concerning sale allocations, allocations may be given to accounts low in cash. • We may allocate shares to the account with the smallest order, to the smallest position, or to an account that is out of line concerning security or sector weightings relative to other portfolios with similar mandates. • • • We may allocate one account when that account has limitations in its investment guidelines prohibiting it from purchasing other securities that we expect to produce similar investment results, and other accounts can purchase that in the block. If an account reaches an investment guideline limit and cannot participate in an allocation, we may reallocate shares to other accounts. For example, this may be due to unforeseen changes in an account's assets after placing an order. If a pro-rata allocation of a potential execution would result in a de minimis allocation in one or more account(s), we may exclude the account(s) from the allocation. • Our Firm will document the reasons for any deviation from a pro-rata allocation. In certain cases, client requests or specific needs will trigger an unplanned transaction in a security where an aggregate transaction occurred previously during the day. Under these circumstances, client transactions will be excluded from the block transaction and receive differing pricing. TRADE ERRORS Our Firm has implemented procedures designed to prevent trade errors; however, our Firm cannot always avoid Client trade errors. Consistent with our Firm's fiduciary duty, it is our Firm’s policy to correct trade errors in a manner that is in the Client's best interest. In cases where the Client causes the trade error, the Client will be  responsible for any loss resulting from the correction. Depending on the specific circumstances of the trade error, the Client may not be able to receive any gains generated due to the error correction. In all situations where the Client does not cause the trade error, the Client will be made whole, and we would absorb any loss resulting from the trade error if our Firm caused the error. If the Custodian causes the error, the Custodian will cover all trade error costs. If an investment error results in a gain when correcting the trade, the gain will be donated to charity. Our Firm will never benefit or profit from trade errors. DIRECTED BROKERAGE Our Firm does not routinely recommend, request, or require that the Client direct us to execute the transaction through a specified broker-dealer. Additionally, our Firm typically does not permit the Client to direct brokerage. Our Firm places trades for Client accounts subject to its duty to seek the best execution and other fiduciary duties. A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer to obtain goods or services on the plan's behalf. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, we will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. ITEM 13. REVIEW OF ACCOUNTS OR FINANCIAL PLANS CLIENT REVIEWS We review accounts on at least a quarterly basis for our clients subscribing to Comprehensive Portfolio Management. The nature of these reviews is to learn whether clients’ accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Financial Planning is reviewed with clients upon discussion of their portfolio management as an incidental service to Comprehensive Portfolio Management clients. Only our Financial Advisors or Portfolio Managers will conduct reviews. Financial planning clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us. We do not provide ongoing services to financial planning clients, but are willing to meet with such clients upon their request to discuss updates to their plans, changes in their circumstances, etc. We may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. Description of the content and indication of the frequency of written or verbal regular reports we provide to clients regarding their accounts. We do not provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis when we contact clients who subscribe to Comprehensive Portfolio Management.  ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION BROKERAGE PRACTICES As disclosed under Item 12 Brokerage Practices, we participate in the Custodian’s institutional customer programs, and we may recommend a Custodian to our Clients for custody and brokerage services. There is no direct link between our participation in the program and the investment advice we give to our Clients. However, we receive economic benefits through our participation in the program that is typically not available to any other independent advisors participating in the program. These benefits include the following products and services (provided without cost or at a discount): • Receipt of duplicate Client statements and confirmations. • Research-related products and tools. • Consulting services. • Access to a trading desk serving adviser participants. • Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to Client accounts); • The ability to have advisory fees deducted directly from Client accounts. • Access to an electronic communications network for Client order entry and account information. • Access to mutual funds with no transaction fees and certain institutional money Managers. • Discounts on compliance, marketing, research, technology, and practice management products or services provided to us by third-party vendors. Custodians may also have paid for business consulting and professional services received by some of our IARs. Some of the products and services made available by Custodians through the program may benefit us but may not benefit your account. These products or services may assist us in managing and administering Client accounts, including accounts not maintained at our recommended Custodian. Other services made available by the Custodian are intended to help us manage and further develop our business enterprise. The benefits our Firm or our IARs receive through participation in the program do not depend on the amount of brokerage transactions directed to the Custodian. Due to these arrangements, our Client does not pay more for assets maintained at Schwab. As part of our fiduciary duties to Clients, we always endeavor to put our Client's interests first. Clients should be aware, however, that receiving economic benefits from our Firm or our IARs in and of itself creates a conflict of interest because the cost of these services would otherwise be borne directly by us. These arrangements could indirectly influence our choice of Custodian for custody and brokerage services. Clients should consider these conflicts of interest when selecting a Custodian. The products and services provided by the Custodian, how they benefit us, and the related conflicts of interest are described above. ITEM 15. CUSTODY Regulators have defined custody as having access or control over Client funds or securities. As it applies to our Firm, we do not have physical custody of funds or securities. STANDING LETTERS OF AUTHORIZATION (“SLOA”) Additionally, our Firm is deemed to have custody of the Client’s funds or securities when you have standing authorizations with their Custodian to move money from your account to a third-party Standing Letter of Authorization (“SLOA”) and, under that SLOA, it authorizes us to designate the  amount or timing of transfers with the Custodian. The SEC has set forth standards to protect your assets in such situations, which we follow. We do not have a beneficial interest in any of the accounts we are deemed to have Custody of where SLOAs are on file. In addition, account statements reflecting all activity on the account(s) are delivered directly from the qualified Custodian to each Client or the Client’s independent representative at least monthly. You should carefully review those statements and are urged to compare the statements against reports received from us. When you have questions about your account statements, contact us, your Advisor, or the qualified Custodian preparing the statement. ITEM 16. INVESTMENT DISCRETION DISCRETIONARY AUTHORITY Upon receiving written authorization from the Client, our Firm provides discretionary investment advisory services for Client accounts. For discretionary accounts, before engaging our Firm to provide investment advisory services, you will enter into a written Investment Advisory Agreement with us granting our Firm the authority to supervise and direct, on an ongoing basis, investments per the Client's investment objective and guidelines. In addition, our Client will need to execute additional documents required by the Custodian to authorize and enable our Firm, in its sole discretion, without prior consultation with or ratification by our Client, to purchase, sell or exchange securities in and for your accounts. We are authorized, at our discretion and without prior consultation with the Client, to (1) buy, sell, exchange, and trade any stocks, bonds, or other securities or assets and (2) determine the amount of securities to be bought or sold and (3) place orders with the Custodian. Any limitations to such discretionary authority will be communicated to our Firm in writing by you, the Client. The limitations on investment and brokerage discretion held by our Firm are: • For discretionary accounts, we require that we be given the authority to determine which securities and the amounts to be bought or sold. • Any limitations on this discretionary authority shall be in writing as indicated in the Investment Advisory Agreement. Clients may change or amend these limitations as required. NON-DISCRETIONARY AUTHORITY In some instances, we may not have discretionary authority. For non-discretionary accounts, our Firm will discuss all transactions with our Client before execution, or the Client will be required to make the trades in an employer-sponsored account. ITEM 17. VOTING CLIENT SECURITIES PROXY VOTING Our Firm cannot vote for Client securities. Clients will receive proxies or other solicitations directly from the Custodian or a transfer agent. Clients are responsible for obtaining and voting proxies for all securities maintained in their portfolios. We may provide advice to you regarding your voting of proxies. Clients can contact our Firm with any questions or concerns about a particular solicitation. THIRD-PARTY MONEY MANAGERS Third party money managers vote proxies for clients. Therefore, except in the event a third-party money manager votes proxies, 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. Therefore (except for proxies that may be voted by a third-party money manager), our firm and/or you shall instruct your qualified custodian to forward to you copies of all proxies and shareholder communications relating to your investment assets. CLASS ACTION LAWSUITS Our Firm does not advise or instruct Clients on whether to participate as a member of class action lawsuits and will not automatically file claims on the Client’s behalf. However, if a Client notifies us that they wish to participate in a class action, we will provide the Client with transaction information about the Client’s account that is required to file a proof of claim in a class action. ITEM 18. FINANCIAL INFORMATION FINANCIAL CONDITION Our Firm has no financial commitment that impairs its ability to meet Client contractual and fiduciary obligations and has not been the subject of a bankruptcy proceeding. We do not require or solicit prepayment of more than $1,200 in fees per Client six months or more in advance. Therefore, we are not required to include a balance sheet for the most recent fiscal year.  FACTS PRIVACY POLICY NOTICE WHAT DOES TEVIS INVESTMENT MANAGEMENT, LLC “TEVIS” DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depends on the product or service you have with us. This information can include, but is not limited to: What? Investment experience and risk tolerance. • Social Security number and income; • Assets and transaction history; and • When you are no longer our client, we continue to share your information as described in this notice. How? All financial companies need to share clients’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their clients’ personal information; the reasons Tevis chooses to share and whether you can limit this sharing. Reasons we can share your personal information Does Tevis Share? Can you limit this sharing? YES NO For our everyday business purposes– This includes sharing with service providers who perform services on our behalf, such as account custodians, technology providers, and compliance consultants. For our marketing purposes– YES YES to offer our products and services to you For joint marketing with other financial companies NO We do not share YES YES For text messaging purposes – To schedule meetings or appointment reminders NO We do not share For our affiliates’ everyday business purposes– information about your transactions and experiences For our affiliates to market to you NO We do not share For non-affiliates to market to you NO We do not share For third-party access NO We do not share To limit our sharing Please note: This notice is provided at the time we establish our advisory relationship. For new clients, if you wish to limit permissible sharing, you may contact us within 30 days of receiving this notice. We will not share your information for purposes you can limit until 30 days after providing this notice. Call (972) 971-2169 Questions?  Page 2 Who we are Who is providing this notice? TEVIS INVESTMENT MANAGEMENT, LLC (“TEVIS”) We provide this privacy notice annually and when we make material changes to our privacy practices. SMS Privacy Policy Tevis values your privacy. By subscribing to our SMS notification service, you agree to this privacy policy. • We collect your phone number and name for SMS mobile messaging Data Collection through the execution of the Investment Advisory Agreement and new account paperwork. Data Usage • Your data is used solely for sending SMS messages This includes SMS messages for appointment scheduling or appointment reminders. To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. • We take reasonable steps to ensure the confidentiality of client Data Security information shared via text messages. However, clients are reminded to avoid including sensitive personal or financial information, such as account numbers or Social Security numbers, in text messages. • We do not share any individual’s consent to receive SMS from Tevis with third parties. We do not share phone numbers for SMS purposes or affiliate marketing. • We retain your contact data for the duration of your enrollment. You Data Retention may request deletion at any time. Opt Out • Reply STOP to any message to unsubscribe. • We do not share your information with third parties for marketing Non-Sharing Clause purposes. Your information is only shared with our SMS provider for secure messaging. What we do How does Tevis protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We collect your personal information, for example, when you • open an account or give us contact information • • enter into an investment adviser contract or give us your income information tell us about your investment or retirement portfolio We also collect your personal information from other companies. How does Tevis collect my personal information? To ensure compliance and protect client information, all text message communications are conducted using firm-approved, secure communication platforms that are monitored and archived in accordance with regulatory requirements.  Federal law gives you the right to limit only • Why can’t I limit all sharing? sharing for affiliates’ everyday business purposes—information about your creditworthiness affiliates from using your information to market to you sharing for non-affiliates to market to you • • State laws and individual companies may give you additional rights to limit sharing. Definitions & Terms Companies related by common ownership or control. They can be financial and nonfinancial companies. Affiliates • No mobile information including Personally Identifiable Information (PII) or SMS consent will be shared with third parties/affiliates for marketing/promotional purposes. Companies not related by common ownership or control. They can be financial and nonfinancial companies. Non-Affiliates • No mobile information including Personally Identifiable Information (PII) or SMS consent will be shared with third parties/non-affiliates for marketing/promotional purposes. Third-Party Access Non-affiliated companies are third-party entities that are not under common ownership or control with Tevis and do not share a corporate relationship. In the context of SMS communications, these companies may include SMS gateway providers, mobile carriers, third-party messaging platforms, and vendors that support multi-factor authentication (MFA). While these entities may transmit, process, or store SMS messages on behalf of the adviser, they operate independently and are not affiliated with the RIA. • We do not share your information with third parties for marketing purposes. Your information is only shared with our SMS provider for secure messaging. A formal agreement between nonaffiliated financial companies that together market financial products or services to you. Joint Marketing • No mobile information including Personally Identifiable Information (PII) or SMS consent will be shared for joint marketing/promotional purposes. Other Important Information By signing Tevis Investment Management’s Agreement, I acknowledge that I have fully read and understand this Privacy Policy and opt-in as outlined above. I understand that if I have any questions or concerns about this policy, it is my responsibility to discuss this with my financial professional. We retain client information for at least six years following account closure as required by SEC recordkeeping rules (Rule 204-2). After the required retention period, client information is securely destroyed in accordance with our information disposal procedures. Residents of certain states may have additional privacy rights, including the right to access, delete, or correct personal information, and the right to opt-out of sales of personal information. For information about state-specific rights, please contact us at (972) 971-2169. SMS Terms of Service By opting into SMS through the Client Agreement, you are agreeing to receive SMS messages from Tevis. This includes SMS messages for appointment scheduling or appointment reminders. Message frequency varies. Message and data rates may apply. Message HELP for help. Reply STOP to any message to opt out. We reserve the right to revise this policy from time to time without prior notice. You will be notified of any material changes in Our Privacy Policy either by email or by a conspicuous posting on our website: https://www.tevisinvest.com/