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360 Post Street, Suite 900
San Francisco, CA 94108
(415) 392-9228
http://usqglobalwealth.com/
Revised March 2025
This brochure provides information about the qualifications and business practices of Union Square
Investment Company (“USQ”). Although USQ is a “Registered Investment Adviser,” that
registration does not imply a certain level of skill or training. Please contact USQ’s Chief
Compliance Officer, John M. Olson, if you have any questions about the contents of this brochure.
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 USQ is also available on the SEC’s website at
www.adviserinfo.sec.gov.
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ITEM 2. SUMMARY OF MATERIAL CHANGES
1) The total discretionary and non-discretionary assets under management in ‘Item 4’ has been
updated to reflect a 12/31/24 as-of date.
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Item 3.
TABLE OF CONTENTS
Page
ITEM 3 TABLE OF CONTENTS .................................................................................. 3
ITEM 4. ADVISORY BUSINESS .................................................................................. 4
ITEM 5. FEES AND COMPENSATION ....................................................................... 5
ITEM 6. PERFORMANCE FEES AND SIDE-BY-SIDE MANAGEMENT ................ 6
ITEM 7. TYPES OF CLIENTS ....................................................................................... 6
ITEM 8. METHODS OF ANALYSIS, STRATEGIES AND RISK OF LOSS .............. 6
ITEM 9. DISCIPLINARY INFORMATION ................................................................ 11
ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS . 11
ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT
TRANSACTIONS AND PERSONAL TRADING ................................. 11
ITEM 12. BROKERAGE PRACTICES ........................................................................ 12
ITEM 13. REVIEW OF ACCOUNTS........................................................................... 12
ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION ......................... 13
ITEM 15. CUSTODY .................................................................................................... 13
ITEM 16. INVESTMENT DISCRETION .................................................................... 13
ITEM 17. VOTING CLIENT SECURITIES................................................................. 13
ITEM 18. FINANCIAL INFORMATION .................................................................... 13
ITEM 19. REQUIREMENTS FOR STATE-REGISTERED ADVISERS ................... 14
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ITEM 4. ADVISORY BUSINESS
Union Square Investment Company (“USQ”) was formed on February 9, 1998 to provide investment
advisory and other professional services to clients. USQ is registered with the SEC as an investment
adviser. USQ’s sole owner is a grantor trust of which Alexander Hamilton Schilling is the sole
trustee. Union Square Global Wealth Management has been filed as USQ’s primary business name
in March 2017.
USQ is the investment adviser to private investment funds, in addition to individually managed
accounts. USQ advises its clients regarding investments in mutual funds, exchange traded funds
(ETFs), investment accounts managed by other professional investment advisers, and private
investment funds, including hedge funds, venture funds and buyout funds. USQ provides advice
about asset allocation and portfolio structure. USQ also advises its clients regarding cash
management and recommends custodians. USQ generally does not advise its clients regarding the
purchase and sale of individual securities, although it can do so on occasion if permitted under the
terms of the investment management agreement with the client.
As of December 31, 2024, USQ had total discretionary regulatory assets under management of
approximately $354 million and total non-discretionary regulatory assets under management of
approximately $3 million.
For individually managed accounts, USQ tailors its services to the individual needs of each account
as follows:
Manages each such account based on the client’s financial situation and investment
objectives and in accordance with any restrictions that the client imposes on managing
the account.
At least annually, contacts each client (either in person or by telephone) to ask about any
changes in the client’s financial situation or investment objectives and whether the client
desires to impose or modify any restrictions on managing the account.
At least annually, USQ reviews with client any changes in the financial situation or
investment objectives, or if the client desires to impose or modify any restrictions on
managing the account.
Separately from its investment advisory services, USQ provides accounting, cash planning and
compliance and related services to individual clients, pursuant to professional services agreements.
ERISA Accounts: Union Square Global Wealth Management is deemed to be a fiduciary to advisory
clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the
Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal
Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and
obligations under ERISA and the Internal Revenue Code that include among other things, restrictions
concerning certain forms of compensation.
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ITEM 5. FEES AND COMPENSATION
USQ’s investment advisory fees are negotiable based on factors such as the complexity of the client
relationship and investment structure, the nature and location of the services provided, and other
unique factors. Depending on each client’s specific arrangement, investment advisory clients are
charged a flat fee or a percentage of assets under management, based on the net market value of
client’s account on the first or last day of the period, subject to an annual minimum. The fees are
payable monthly, quarterly, or annually. USQ deducts its investment advisory fees directly from
client accounts but can bill a client for such amounts on request.
Accounts that invest in mutual funds, ETFs, investment funds, and accounts managed by other
investment managers also pay advisory fees, and, for private funds and accounts, possibly
performance-based fees, to the managers of those funds and accounts. This results in USQ’s clients
paying at least two levels of fees with respect to the same assets.
USQ charges its professional services (non-investment advisory) clients quarterly fixed fees, which
are negotiated individually with each client and vary depending on the nature and extent of the
services provided.
Additionally, new clients can be charged one-time setup fees.
USQ believes that its fees are competitive with fees charged by other investment advisers for
comparable services. Comparable services may be available, however, from other sources for lower
fees.
The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject to
the Employee Retirement Income Security Act of 1974 and that invests in an investment limited
partnership of which USQ is general partner, to use the “alternative reporting option” to report
USQ’s compensation as “eligible indirect compensation” on the Schedule C of the plan’s Form 5500
Annual Return/Report of Employee Benefit Plan.
USQ’s investment management agreements with its clients other than its investment funds are
terminable on 60 days’ written notice by either party, except as may be otherwise negotiated in
particular cases. USQ’s investment management agreements with the investment funds it manages
are terminable on 60 days’ notice by either party. Each investor in the funds can withdraw, on
specified prior written notice, at any time.
In all cases, on termination, expenses and the pro rata portion of the management fee through the date
of termination are charged to the account. Any prepaid but unearned advisory fees are refunded on
termination of a client’s account.
Each account is responsible for its own costs and expenses, including trading costs and expenses,
ongoing legal, accounting and bookkeeping fees and expenses, and the fees and expenses charged by
any fund administrator for its accounting, bookkeeping and other services. USQ bears its own
operating, general, administrative and overhead costs and expenses, other than the expenses
described above. All or part of these costs and expenses can be paid, however, by securities
brokerage firms and futures commission merchants that execute clients’ securities trades, as
discussed in Item 12 below.
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ITEM 6. PERFORMANCE FEES AND SIDE-BY-SIDE MANAGEMENT
USQ does not manage accounts that pay it performance-based compensation.
ITEM 7. TYPES OF CLIENTS
USQ provides investment advice to investment funds and other accounts, which includes individuals,
corporations, business entities, trusts, estates and charitable organizations.
Each investor in the funds is generally required to be an “accredited investor” as that term is defined
under Rule 501 (a) of the Securities Act of 1933, and must invest a minimum of $1,000,000 in the
fund, although USQ can waive this minimum. USQ generally requires a minimum account size of
$1,000,000 for each separately managed investment advisory account.
USQ provides accounting, cash planning and compliance and other professional services to
individuals.
ITEM 8. METHODS OF ANALYSIS, STRATEGIES AND RISK OF LOSS
USQ advises its clients on investments in mutual funds, ETFs, venture, buyout and hedge funds,
partnerships, and limited liability corporations. As financial markets and products evolve, USQ can
invest in other instruments or securities, whether currently existing or developed in the future, when
consistent with client guidelines, objectives and policies. Because USQ does not generally
recommend the purchase or sale of specific securities other than mutual funds, ETFs and private
investment funds, the investment strategies used to manage clients’ portfolios are those of the
investment managers of the funds and accounts that USQ selects. USQ’s focus is on constructing
portfolios of funds and managers with complementary styles to optimize portfolio performance.
The managers and funds in which USQ invests its client assets can invest in a wide range of
securities and other financial instruments including:
Investment company securities including mutual fund shares
Interests in partnership investing in real estate, oil and gas interests.
• Equity securities
• Exchange-listed securities
• Over-the-counter securities
• Securities of foreign issuers
• Warrants
• Corporate debt securities
• Commercial paper
• Certificates of deposit
• Municipal securities
•
• United States government securities
• Options contracts on securities
• Options contracts on commodities
•
• Private placements
USQ engages a third-party investment consultant to provide USQ with investment research and
recommendations regarding prospective investments. USQ also conducts its own analysis of certain
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prospective investments by interviewing the managers and analyzing the investment style and
investment performance of the investment vehicles and the terms and conditions of the investments.
USQ’s main sources of information are offering documents, manager interviews, SEC or equivalent
regulatory filings, audited financial statements, additional data provided by managers and
comparative data and analysis provided by industry consultants. USQ evaluates the probability that
a manager will successfully pursue an investment strategy in the current and projected market
environment, considering among other factors the manager’s track record with respect to peer
managers and benchmarks.
Risks
Investing in securities involves risk of loss that clients should be prepared to bear. Below are some
of the risks that investors should consider before investing in any account or fund that USQ manages.
Any or all of such risks could materially and adversely affect investment performance, the value of
any account or any security held in an account, and could cause investors to lose substantial amounts
of money. Below is only a brief summary of some of the risks that a USQ client or an investor in a
fund managed by USQ can encounter. Potential investors in a fund managed by USQ should review
such fund’s offering circular or private offering memorandum carefully and in its entirety, and
consult with their professional advisers before deciding whether to invest. A potential USQ separate
account client should discuss with USQ’s representatives any questions that such person may have
before opening an account.
Client accounts may not achieve their investment objectives. A strategy may not be
successful and investors may lose some or all of their investment.
Investor sentiment on the market, an industry or an individual stock, fixed income or
other security is not predictable and can adversely affect an account’s investments.
Funds in which a USQ client accounts invest may hold stocks that disappoint earnings
expectations and decline, and may short stocks that beat earnings expectations and rise.
USQ and its third-party investment consultant may not be able to obtain complete or
accurate information about an investment and may misinterpret the information that they
do receive.
Funds in which USQ client accounts invest can take positions in securities of small,
unseasoned companies that are less actively traded and more volatile than those of larger
companies.
Funds in which USQ client accounts invest can engage in hedging, which may reduce
profits, increase expenses and cause losses. Price movement in a hedging instrument and
the security hedged do not always correlate, resulting in losses on both the hedged
security and the hedging instrument. Funds in which USQ client accounts invest are not
obligated to hedge their portfolio positions and frequently do not do so.
Funds in which USQ client accounts invest may have higher portfolio turnover and
transaction costs than other similar accounts.
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Funds in which USQ client accounts invest may sell securities short, resulting in a
theoretically unlimited risk of loss if the prices of the securities sold short increase.
Management and stockholders of an issuer may sue short sellers to prevent short sales of
the issuer’s securities. Funds in which USQ client accounts invest could be subject to
such actions, even if they are baseless, and could incur substantial costs defending them.
Funds in which USQ client accounts invest may use leverage by borrowing on margin,
selling securities short and trading futures, other commodity interests and derivatives,
which increases volatility and risk of loss. These instruments can be difficult to value.
An incorrect valuation could result in losses for USQ clients.
Funds in which USQ client accounts invest may sell covered and uncovered options on
securities. The sale of uncovered options could result in unlimited losses.
Counterparties such as brokers, dealers, futures commission merchants, custodians and
administrators with which USQ and managers and funds it engages do business on behalf
of clients may default on their obligations. For example, a client may lose its assets on
deposit with a broker if the broker, its clearing broker or an exchange clearing house
becomes bankrupt.
Funds in which USQ client accounts invest may enter into repurchase agreements or
reverse repurchase agreements. These instruments can have effects similar to margin
trading and leveraging strategies.
Funds in which USQ client accounts invest can invest in securities of non-U.S., private
and government issuers. The risks of these investments include political risks; economic
conditions of the country in which the issuer is located; limitations on foreign investment
in any such country; currency exchange risks; withholding taxes; limited information
about the issuer; limited liquidity; and limited regulatory oversight.
Changes in economic conditions can adversely affect investment performance. At times,
economic conditions in the U.S. and elsewhere have deteriorated significantly, resulting
in volatile securities markets and large investment losses. Government actions
responding to these conditions could lead to inflation and other negative consequences to
investors.
Funds in which USQ client accounts invest can acquire a large position in an issuer’s
securities but are unlikely to have any control over the issuer’s management. In addition,
if such a fund holds a large position in an issuer’s securities, it could depress the market
for those securities.
Some positions in the account of a USQ client or in a fund in which USQ invests may be
or become illiquid, in which case they may not be able to be sold at opportune times.
A USQ client account or a fund in which it invests may invest in restricted securities that
are subject to long holding periods or that are not traded in public markets. These
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securities are difficult or impossible to sell at prices comparable to the market prices of
similar publicly-traded securities and may never become publicly traded.
A USQ client account may not be diversified. Therefore, a loss in any one position,
industry or sector may cause significant losses.
In some cases, USQ and/or the funds in which its clients invest determine the value of
securities and commodities held in client accounts, whether or not a public market exists
for such instruments. If those valuations are inaccurate, USQ and the funds’ advisers
might receive more compensation than that to which they are entitled, a new investor in a
fund might receive an interest that is worth less than the investor paid and an investor that
is withdrawing assets might receive more than the amount to which the investor is
entitled, to the detriment of other investors.
USQ and its affiliates and agents generally are not responsible to any client or investor
for losses incurred in an account unless the conduct resulting in such loss breached
USQ’s fiduciary duty to the client or investor.
There is not and will not be an active market for interests in funds managed by USQ.
Investors in such funds may not be able to transfer any such interests, even in an
emergency.
Funds managed by USQ, and funds in which USQ client accounts invest, may not be able
to generate cash necessary to satisfy investor withdrawals and redemptions. Substantial
withdrawals and redemptions in a short period could force those funds to liquidate
investments too rapidly, and may so reduce the size of a fund that it cannot generate
returns or reduce losses.
A fund managed by USQ or in which USQ clients invest may limit or suspend
withdrawals or redemptions of an investor’s assets from the fund.
A fund managed by USQ or in which USQ clients invest may establish a reserve for
contingencies. Investors may not withdraw or redeem assets covered by that reserve until
it is lifted.
If the assets that USQ and its affiliates manage grow too large, it may adversely affect
performance, because it is more difficult for USQ to find attractive investments as the
amount of assets that it must invest increases.
The attorneys who represent USQ do not represent its clients or investors. Clients and
investors must hire their own counsel for legal advice and representation.
A fund managed by USQ or in which USQ client accounts invest can dissolve or expel
any investor at any time, even if such actions adversely affect one or more investors.
USQ, the investment adviser to funds in which USQ client accounts invest, an
administrator or any government agency may freeze assets that any of them believes a
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client holds in violation of anti-money laundering laws or rules or on behalf of a
suspected terrorist, and may transfer such assets to a government agency. None of USQ,
another adviser, a fund or an administrator will be liable for losses related to actions
taken in an effort to comply with anti-money laundering regulations.
The funds managed by USQ, and the funds in which USQ client accounts invest, may not
make distributions, but may instead reinvest substantially all income and gain.
Therefore, an investor may have taxable income from a fund without a cash distribution
to pay the related taxes.
Federal, state and international governments may increase regulation of investment
advisers, private investment funds and derivative securities, which may increase the time
and resources that USQ must devote to regulatory compliance, to the detriment of
investment activities.
USQ is not registered with the SEC as a broker-dealer. The equity interests in the funds
USQ manages are not registered under the Securities Act of 1933, and the funds in which
USQ clients invest (except for mutual funds) are not registered investment companies
under the Investment Company Act of 1940. If a regulatory authority deems that any of
these registrations is required, USQ and any fund could be subject to expensive legal
action and potential termination. In addition, investors in the funds do not have certain
regulatory protection that they would have if these registrations were in place.
USQ’s activities, and those of funds in which USQ client accounts invest, could cause
adverse tax consequences to clients and investors, including liability for interest and
penalties.
USQ’s activities, and those of funds in which USQ client accounts invest, may cause an
account that is subject to the Employee Retirement Income Security Act of 1974 to
engage in a prohibited transaction under that Act.
If a limited partnership client becomes insolvent, investors can be required to return with
interest any distributions and forfeit any undistributed profits.
USQ and its affiliates may spend time on activities that compete with a fund without
accountability to investors, including investing for other clients and their own accounts.
If USQ receives better compensation and other benefits from managing other assets or
client accounts compared to managing a fund, it has incentive to allocate more time to
those other activities. These factors could influence USQ not to make investments on a
fund’s behalf even if such investments would benefit the fund.
USQ can provide certain investors or clients more frequent or detailed reports, special
compensation arrangements and withdrawal or redemption rights that it does not provide
to other investors or clients.
The above is only a brief summary of some of the important risks that a client or an investor may
encounter. Before deciding to invest in a fund that USQ manages, you should consider carefully all
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of the risk factors and other information in the fund’s offering circular or private offering
memorandum.
ITEM 9. DISCIPLINARY INFORMATION
Not applicable.
ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
USQ has some clients that are investment funds that are controlled by USQ and its owners and
related persons. These relationships create conflicts of interest between USQ and the funds, in that
the directors and managers of those funds may have an incentive to cause those funds to engage and
continue to retain USQ as the funds’ investment adviser, even if doing so may not be in the best
interests of the funds or the investors in those funds. These conflicts of interest have been disclosed
in writing to the investors in the funds, all of whom are members of the family of the trust that owns
USQ or trusts controlled by and/or benefitting such persons.
ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT
TRANSACTIONS AND PERSONAL TRADING
USQ has adopted a Code of Ethics in compliance with Rule 204A-1 under the Investment Advisers
Act of 1940 that establishes standards of conduct for USQ’s supervised persons. The Code of Ethics
includes general requirements that USQ’s supervised persons comply with their fiduciary obligations
to clients and applicable securities laws, and specific requirements relating to, among other things,
personal trading, insider trading, conflicts of interest and confidentiality of client information. It
requires supervised persons to comply with the personal trading restrictions described below and
periodically to report their personal securities transactions and holdings to USQ’s Compliance
Officer, and requires the Compliance Officer to review those reports. It also requires supervised
persons to report any violations of the Code of Ethics promptly to the Compliance Officer. Each
supervised person of USQ receives a copy of the Code of Ethics and any amendments to it and must
acknowledge in writing having received those materials. Annually, each supervised person must
certify that he or she complied with the Code of Ethics during the preceding year. Clients and
prospective clients may obtain a copy of USQ’s Code of Ethics by contacting Chief Compliance
Officer.
Under USQ’s Code of Ethics, USQ and its shareholders, directors, officers and employees personally
invest in securities of the same classes as USQ purchases for clients and can own securities of issuers
whose securities that USQ subsequently purchases for clients. This practice creates a conflict of
interest in that any of such persons can use his or her knowledge about actual or proposed securities
transactions and recommendations for a client account to profit personally by the market effect of
such transactions and recommendations. To address this conflict, USQ and its shareholders,
directors, officers and employees must obtain pre-approval before engaging in most securities
transactions. USQ and its shareholders, directors, officers and employees also buy or sell specific
securities for their own accounts based on personal investment considerations aside from company or
industry fundamentals, which USQ does not believe appropriate to buy or sell for clients.
Because USQ manages more than one account, there can be conflicts of interest over its time devoted
to managing any one account and allocating investment opportunities among all accounts that it
manages. For example, USQ selects investments for each client based solely on investment
considerations for that client. Different clients have differing investment strategies and expected
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levels of trading. USQ may buy or sell a security for one type of client but not for another, or may
buy (or sell) a security for one type of client while simultaneously selling (or buying) the same
security for another type of client. USQ attempts to resolve all such conflicts in a manner that is
generally fair to all of its clients. USQ can give advice to, and take action on behalf of, any of its
clients that differs from the advice that it gives or the timing or nature of action that it takes on behalf
of any other client so long as it is USQ’s policy, to the extent practicable, to allocate investment
opportunities to its clients fairly and equitably over time. USQ is not obligated to acquire for any
account any security that USQ or its shareholders, directors, officers or employees may acquire for
its or their own accounts or for any other client, if in USQ’s absolute discretion, it is not practical or
desirable to acquire a position in such security for that account.
ITEM 12. BROKERAGE PRACTICES
USQ does not invest client accounts in individual securities, but instead invests client accounts in
ETFs, mutual funds and private investment funds. USQ uses brokers only to execute transactions
in ETFs and mutual funds for its client accounts.
USQ has complete discretion in selecting the broker that it uses for client transactions and the
commission rates that clients pay such brokers. In selecting a broker for any transaction or series of
transactions, USQ may consider a number of factors, including, for example:
financial strength and stability;
net price, clearance, settlement and reputation;
efficiency of execution and error resolution;
willingness to execute related or unrelated difficult transactions in the future;
ease of on-line access to computerized data regarding clients’ accounts;
If a client directs USQ to use a specific broker, USQ has not negotiated the terms and conditions
(including, among others, commission rates) relating to the services provided by such broker. USQ
is not responsible for obtaining from any such broker the best prices or particular commission rates.
A client that directs USQ to use a specific broker may not be able to participate in aggregate
securities transactions and may trade after such aggregate transactions and receive less favorable
pricing and execution. The client may pay higher commissions and mark-ups than it would pay if
USQ had discretion to select broker-dealers other than those that the client chooses.
ITEM 13. REVIEW OF ACCOUNTS
All client accounts are reviewed at least quarterly by USQ’s Investment Committee. This quarterly
review covers all aspects of client portfolios, including asset allocation, portfolio performance &
overall account performance. In addition, sustained underperformance, change in investment style or
organizational instability will trigger additional reviews during a quarter and possible reallocation of
assets.
Annually, the Investment Committee reviews the asset allocation in all client accounts to verify
adherence to the Investment Policy Statement, and accounts are rebalanced if necessary. In addition,
any significant economic or political events during the year trigger an additional review of asset
allocation.
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Financial reports are provided to investors on a quarterly basis, supplement with additional
information as warranted.
ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION
Not applicable.
ITEM 15. CUSTODY
The custodian of each individually managed account sends account statements at least quarterly to
the client. The custodian of each fund also sends quarterly statements to each investor in the fund.
Each client should carefully review those statements and compare them with the statements that such
client receives directly from USQ, if any.
ITEM 16. INVESTMENT DISCRETION
As of December 31, 2024, USQ managed client regulatory assets of approximately $354 million on a
discretionary basis.
USQ has discretionary authority to manage investment accounts on behalf of clients pursuant to a
grant of authority in each fund’s limited partnership agreement or a limited power of attorney in each
client’s account agreement. Except for USQ’s limited partnership client, such discretion is limited
by the requirement that clients advise USQ of:
the investment objectives and guidelines for the account;
any changes or modifications to those objectives and guidelines; and
any specific investment restrictions relating to the account.
A client must promptly notify USQ in writing if the client considers any investments recommended
or made for the account to violate such objectives or restrictions. A client may at any time direct
USQ to sell any securities or take such other lawful actions as the client may specify to cause the
account to comply with the client’s investment objectives. In addition, a client may notify USQ at
any time not to invest any funds in the client’s account in specific securities or specific categories of
securities.
ITEM 17. VOTING CLIENT SECURITIES
USQ does not vote proxies on behalf of clients. All proxy voting materials received by USQ on
behalf of a client are forwarded directly to the client (or their designated representative) who is
responsible for voting the proxy. USQ may answer client questions regarding proxy voting matters
in an effort to assist the client in determining how to vote the proxy, but the clients decide how to
vote each proxy. A copy of USQ’s proxy voting policy is available upon request from Chief
Compliance Officer at (415) 392-9228.
ITEM 18. FINANCIAL INFORMATION
Not applicable.
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ITEM 19. REQUIREMENTS FOR STATE-REGISTERED ADVISERS
Not applicable.
8167\001\CREISER\1709476.4
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