Versatile Capital Management LLC

140 South Dearborn Suite 420 Chicago, IL 60603 (312) 981-9848 March 27, 2026 This Brochure provides information about the qualifications and business practices of Versatile Capital Management L.L.C. If you have any questions about the contents of this Brochure, please contact us at (312)-981-9848 or via email at jrussell@versatilecap.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission ("S.E.C.”) or by any state securities authority. Versatile Capital Management L.L.C. ("V.C.M.”) is a Registered Investment Adviser. Registration of an Investment Adviser does not imply any level of skill or training. The oral and written communications of an Adviser provide you with information that you may use to determine whether to hire or retain them. Additional information about V.C.M. is also available via the S.E.C.'s website www.adviserinfo.sec.gov. You can search this site by using a unique identifying number, known as a C.R.D. number. The C.R.D. number for V.C.M. is 173611. The S.E.C.'s website also provides information about any persons affiliated with V.C.M. who are registered or are required to be registered as Investment Adviser Representatives of V.C.M.  Item 2 – Material Changes Since our last filing on September 30, 2025, our Form A.D.V., there were no material changes made to the brochure. The following material changes were made to the brochure. We have made the following material changes: - As of December 31, 2025, we managed $127,614,158 on a discretionary basis and - $2,453,781 on a non-discretionary basis. Item 5: Fees and Compensation We will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business' fiscal year-end which is December 31. We will provide other ongoing disclosure information about material changes as they occur. We will also provide you with information on obtaining the complete Brochure. Currently, our Brochure may be requested at any time, without charge, by contacting John Russell at (312)-981-9848.  Item 3 – Table of Contents Item 2 – Material Changes ................................................................................................................ 2 Contents Item 3 – Table of Contents ................................................................................................................ 3 Item 4 – Advisory Business Introduction ........................................................................................... 5 Our Advisory Business ................................................................................................................................... 5 Services .......................................................................................................................................................... 5 Asset Management .................................................................................................................................... 6 Assets Under Management ....................................................................................................................... 7 Financial Planning ...................................................................................................................................... 8 Item 5 – Fees and Compensation ...................................................................................................... 8 Third Party Fees ......................................................................................................................................... 8 Asset Management Fee Schedule ............................................................................................................. 8 Item 6 – Performance Based Fee and Side by Side Management ..................................................... 9 Item 7 – Types of Client(s) ................................................................................................................. 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 9 Methods of Analysis .................................................................................................................................. 9 Quantitative Analysis ............................................................................................................................... 10 Investment Strategies .............................................................................................................................. 10 Risk of Loss ............................................................................................................................................... 10 Alternative Investment Risk ..................................................................................................................... 10 Bond Fund Risk ........................................................................................................................................ 11 Quantitative Model Risk .......................................................................................................................... 11 ETF and Mutual Fund Risk ....................................................................................................................... 11 Overall Risks ............................................................................................................................................. 12 Stock Fund Risk ........................................................................................................................................ 12 Item 9 – Disciplinary Information .................................................................................................... 12 Item 10 – Other Financial Industry Activities and Affiliations .......................................................... 13 Other Affiliations ..................................................................................................................................... 13 Third Party Money Managers .................................................................................................................. 13 Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading .......... 13 General Information ................................................................................................................................ 13 Participation or Interest in Client Accounts ............................................................................................. 13 Personal Trading ...................................................................................................................................... 13 Privacy Statement .................................................................................................................................... 14 Conflicts of Interest ................................................................................................................................. 14  Item 12 – Brokerage Practices ......................................................................................................... 14 Soft Dollars .............................................................................................................................................. 14 Brokerage for Client Referrals ................................................................................................................. 15 Directed Brokerage .................................................................................................................................. 15 Trading ..................................................................................................................................................... 15 Item 13 – Review of Accounts ......................................................................................................... 15 Reviews .................................................................................................................................................... 15 Reports .................................................................................................................................................... 16 Item 14 – Client Referrals and Other Compensation ....................................................................... 16 Item 15 – Custody ........................................................................................................................... 16 Item 16 – Investment Discretion ..................................................................................................... 16 Item 17 – Voting Client Securities ................................................................................................... 17 Item 18 – Financial Information ...................................................................................................... 17  Item 4 – Advisory Business Introduction Our Advisory Business Versatile Capital Management L.L.C. "V.C.M." is a Registered Investment Adviser ("Adviser") which offers investment advice regarding securities and other financial services to clients. We are a registered investment adviser with the Securities and Exchange Commission. All services, whether asset management or otherwise will be offered on a fee only basis. V.C.M. will work with each Client to understand his or her risk tolerance and investment goals. A suitable strategy may be set forth in an Asset Allocation Form that describes the asset allocation method that conforms to the Client's risk tolerance and investment goals. V.C.M. may evaluate the Client's existing investments to develop a plan to transition from an existing portfolio to V.C.M.'s recommended portfolio. We provide investment advice through Investment Adviser Representatives ("Advisor") associated with us. These individuals are appropriately licensed, qualified, and authorized to provide advisory services on our behalf. In addition, all advisors are required to have a college degree, professional designation, or equivalent professional experience. V.C.M. was founded in 2014 by John Russell and Bill McDonald, Ph.D., who serve as the Managing Principals. Bill McDonald, Ph.D. is an investor and is responsible for the research and development of the V.C.M.'s proprietary models. He is not involved in the day-to-day operations and does not provide investment advice to clients. John Russell serves as the Chief Compliance Officer and Managing Principal. We provide management services to individuals, high net worth individuals, family offices, trusts, estates, charitable organizations, foundations, endowments, corporations, small businesses, and churches. Our minimum account opening balance is $500,000. These may be negotiable based upon certain circumstances. We are committed to the precept that by placing the Client's interests first, we will add value to the asset management process and earn the Client's trust and respect. We value long-term relationships with our clients whom we regard as strategic partners in our business. Services We provide various asset management services on a discretionary basis, emphasizing long-term model portfolio strategies. V.C.M. offers two distinct investment strategies: Systematic Global Alpha Strategy, a tactical dynamic asset allocation strategy allocating amongst liquid global asset classes, and a Strategic Core Global Asset Allocation product, emphasizing a long-term well-diversified portfolio with periodic rebalancing. We have developed a Systematic Global Alpha Strategy that focuses on diversification through  global asset classes. Our strategy is primarily objective, responsive to market dynamics, flexible across the diverse asset classes, and founded in widely corroborated empirical results from academic finance. Our strategy currently offers one portfolio model. This model strategies dynamically allocate across a group of liquid, diverse, global ETFs based upon risk adjusted price momentum and other indicators. This strategy is not managed for tax efficiency. This strategy may not be suitable for all Clients and is not a diversified portfolio. The strategy is not sector specific. It is offered to our clients on a discretionary basis only. Our focus is on helping the Client develop long term strategies designed to build and preserve a portion of their wealth. Our Strategic Core Global Asset Allocation product will be based upon well-established academic investment theories. Diversification, with a tilt toward historic well-corroborated and researched investment factors will play an important role in constructing and managing the strategic portfolios. Although all investments involve risk V.C.M. seeks to limit risk through broad global diversification. The Strategic Core Global Asset Allocation product is designed for investors who desire to buy and hold with a long strategy may use both low-cost liquid ETF's and low cost open end mutual funds. We do not participate in wrap fee programs. Asset Management Asset management is the professional management of securities (stocks, bonds, and other securities) and assets (e.g., real estate) in order to meet your specified investment goals. With an Asset Management Account, you engage us to utilize our proprietary model portfolios to meet your unique investment objectives. The investments in the portfolio account may include ETFs, mutual funds, stocks, bonds, etc. We may discuss your financial circumstances, investment goals, and objectives, in order to determine your risk tolerance. We may ask you to provide statements summarizing current investments, income and other earnings, recent tax returns, retirement plan information, other assets and liabilities, wills and trusts, insurance policies, and other pertinent information. Based on the information you share with us; we will analyze your situation and recommend an appropriate asset allocation or investment strategy. Our recommendations and ongoing management are based upon your investment goals and objectives, risk tolerance, and the investment portfolio you have selected. We will monitor the account, trade as necessary, and communicate regularly with you. Your circumstances shall be monitored in annual account reviews. We will work with you on an ongoing basis to evaluate your asset allocation as well as rebalance your portfolio to keep it in line with your goals, as necessary. We will be reasonably available to help you with questions about your account. You are obligated to notify us promptly when your financial situation, goals, objectives, or needs change. You shall not have the ability to impose restrictions on the management of your account. Under certain conditions, securities from outside accounts may be transferred into your advisory account; however, we may recommend that you sell any security if we believe that it is not suitable for the current recommended investment strategy. You are responsible for any taxable events in these instances. Certain assumptions may be made with respect to interest and inflation rates and the use of past trends and performance of the market and economy. Past performance is not indicative of  future results. If you decide to implement our recommendations, we will help you open a custodial account(s). The funds in your account will be held in a separate account, in your name, at an independent custodian, and not with us. We recommend using certain custodians; however, you may use any custodian you wish in which we can effectively manage the strategy. You will enter into a separate custodial agreement with the custodian which authorizes the custodian to take instructions from us regarding all investment decisions for your account. We will select the securities bought and sold and the amount to be bought and sold, within the parameters of your account's objectives and risk tolerance. You will be notified of any purchases or sales through trade confirmations and statements that the custodian provides. These statements list the account's total value, itemize all transaction activity, and list the types, amounts, and total value of securities held. You will always maintain full and complete ownership rights to all assets held in your account, including the right to withdraw securities or cash, proxy voting and receiving transaction confirmations. We may also provide you with a monthly or quarterly performance statement starting at the end of the first full calendar quarter after signing the Advisory Agreement. These statements give you additional feedback regarding performance, educate you about our long-term investment philosophy, and describe any changes in current strategy and allocation along with the reasons for making these changes. We manage assets on a discretionary basis, which means you have given us the authority to determine the following without your consent: • Securities to be bought or sold for your account • Amount of securities to be bought or sold for your account • Broker-dealer to be used for a purchase or sale of securities for your account • Commission rates to be paid to a broker or dealer for your securities transaction. Trading may be required to meet initial allocation targets, after substantial cash deposits that require investment allocation, and/or after a request for a withdrawal that requires liquidation of a position. Additionally, your account may be rebalanced or reallocated periodically to reestablish the targeted percentages of your initial asset allocation. You will be responsible for all tax consequences resulting from any rebalancing or reallocation of the account. We are not tax professionals and do not give tax advice. However, we can work with your tax professionals to assist you with tax planning. We are available during normal business hours either by telephone, fax, email, or in person by appointment to answer your questions. Assets Under Management As of December 31, 2025, we managed $127,614,158 on a discretionary basis and $2,453,781 on a non-discretionary basis.  Financial Planning While our main service is investment management, we may provide financial planning services to our asset management clients. Financial plans are developed through the use of cash flow analysis and assumptions that are derived through discussions with you. Appropriate information will be obtained both through personal discussions and through any documentation that is provided. The discussion may include your concerns of current financial status, future goals, attitude towards risk and your retirement. Versatile shall not be required to verify any information received from you or from other professionals. Please note, it is the responsibility of the Client to inform Versatile if there is ever any change in your financial situation or investing objectives. A written financial plan may be prepared and provided, although a comprehensive plan may not be delivered in some cases. It is entirely your discretion to the implementation of the financial plan recommendations. Implementation may occur with any firm or individual and you are not bound to any products, services, or specific recommendations recommended in the plan. Item 5 – Fees and Compensation We provide asset management services for a fee. Either party may terminate the relationship with a five (5) day written notice. Upon termination of any account, any prepaid fees that are in excess of the services performed will be promptly refunded to you. Any fees that are due, but have not been paid, will be billed to you and are due immediately. Third Party Fees Our fees do not include brokerage commissions, transaction fees, and other related costs and expenses. You may incur certain charges imposed by custodians, and other third parties. These include fees charged by managers, custodial fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds, money market funds, and exchange-traded funds (ETFs) also charge internal management fees, which are disclosed in the fund's prospectus. These fees may include, but are not limited to, a management fee, and other fund expenses. We do not receive any compensation from these fees. All these fees are in addition to the management fee you pay us. You should review all fees charged to fully understand the total amount of fees you will pay. Services like those offered by us may be available elsewhere for more or less than the amounts we charge. You could invest in a mutual fund/exchange-traded funds directly, without our services. In that case, you would not receive the services provided by us which are designed, among other things, to assist you in determining which mutual fund or funds are most appropriate to your financial condition and objectives. Our Advisory Agreement defines what fees are charged and their frequency. Asset Management Fee Schedule Our minimum account opening balance is $500,000, which may be negotiable based upon certain circumstances. The fee charged is based upon the amount of money you invest. Multiple accounts of immediately related family members, at the same mailing address, may be considered one consolidated account for billing purposes. Fees are charged quarterly, in arrears. Payments are due and  will be assessed on the last day of each quarter, based on the average daily balance under management during the quarter and will be calculated as follow Percentage Portfolio Size (AUM) 0.60% $500,000 to $10,000,000 0.40% $10,000,000+ The fees shown above are annual fees and may be negotiable based upon certain circumstances. No increase in the annual fee shall be effective without prior written notification to you. We believe our advisory fee is reasonable considering the fees charged by other investment advisers offering similar services/programs. Your account at the custodian may also be charged for certain additional assets managed for you by us but not held by the custodian (i.e., mutual funds). The fees we charge can be deducted directly from your account at the custodian. We will instruct the custodian to deduct the fees from your account after the end of the quarter based on the average daily balance over the past quarter. This fee will show up as a deduction on your following monthly account statement from the custodian. All recommendations developed by us are based upon our professional judgment. We cannot guarantee the results of any of our recommendations. Item 6 – Performance Based Fee and Side by Side Management We do not charge any performance-based fees. These are fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7 – Types of Client(s) We provide portfolio management services to individuals, high net worth individuals, family offices, trusts, estates, charitable organizations, foundations, endowments, corporations, small businesses, and churches. Our minimum account opening balance is $500,000, which may be negotiable based upon certain circumstances. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We use quantitative analysis as part of our overall investment management discipline; the implementation of these analyses as part of our investment advisory services to you may include any,  all, or a combination of the following: Quantitative Analysis Quantitative Analysis is a technique that attempts to measure investment factors. and future returns. When evaluating potential investments, we examine the construction of the indices and ETFs under consideration — including how each is built and how they would work together within a portfolio. This process incorporates quantitative analysis, a technique used to measure factors such as asset valuation, the potential for higher returns, the amount of a particular equity factor, value, quality, smaller size, lower volatility and momentum that has been quantified. As with other types of analysis, the predictive nature of quantitative analysis can vary greatly; models and rules are often modified and updated as new patterns and behaviors develop. Past performance is not an indicator of future return. Investment Strategies In order to perform this analysis, we use many resources, such as: • Academic Research • 3rd party research such as Morningstar • Financial newspapers and magazines (e.g., Wall Street Journal, Forbes, etc.) • Annual reports, prospectuses, filings • Company press releases and websites The investment strategies we use to implement any investment advice given to you include, but are not limited to: Long term purchases -securities held at least a year • • Short term purchases - securities sold within a year Risk of Loss We cannot guarantee our analysis methods will yield a return. In fact, a loss of principal is always a risk. Investing in securities involves a risk of loss that you should be prepared to bear. You need to understand that investment decisions made for your account by us are subject to various market, currency, economic, political, and business risks. The investment decisions we make for you will not always be profitable nor can we guarantee any level of performance. A list of all risks associated with the strategies, products, and methodology we offer are listed below: Alternative Investment Risk Investing in alternative investments is speculative, not suitable for all clients, and intended for experienced and sophisticated investors who are willing to bear the high economic risks of the investment, which can include: • Loss of all or a substantial portion of the investment due to 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 • Absence of information regarding valuations and pricing • Delays in tax reporting Less regulation and higher fees than mutual funds. • Bond Fund Risk Bond funds generally have higher risks than money market funds, largely because they typically pursue strategies aimed at producing higher yields of the risks associated with bond funds include: • Call Risk - The possibility that falling interest rates will cause a bond issuer to redeem—or call—its high-yielding bond before the bond's maturity date. • Credit Risk — the possibility that companies or other issuers whose bonds are owned by the fund may fail to pay their debts (including the debt owed to holders of their bonds). Credit risk is less of a factor for bond funds that invest in insured bonds or U.S. Treasury bonds. By contrast, those that invest in the bonds of companies with poor credit ratings generally will be subject to higher risk. • Interest Rate Risk — the risk that the market value of the bonds will go down when interest rates go up. Because of this, you can lose money in any bond fund, including those that invest only in insured bonds or Treasury bonds. • Prepayment Risk — the chance that a bond will be paid off early. For example, if interest rates fall, a bond issuer may decide to pay off (or "retire") its debt and issue new bonds that pay a lower rate. When this happens, the fund may not be able to reinvest the proceeds in an investment with as high a return or yield. Quantitative Model Risk Investment strategies using quantitative models may perform differently than expected because of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors' historical trends, and technical issues in the construction and implementation of the models. ETF and Mutual Fund Risk The following is a list of some general risks associated with investing in ETFs and mutual funds. • Country Risk - The possibility that political events (a war, national elections), financial problems (rising inflation, government default), or natural disasters (an earthquake, a poor harvest) will weaken a country's economy and cause investments in that country to decline. • Currency Risk -The possibility that returns could be reduced for Americans investing in foreign securities because of a rise in the value of the U.S. dollar against foreign currencies. Also called exchange-rate risk. • Income Risk - The possibility that a fixed-income fund's dividends will decline as a result of falling overall interest rates. Industry Risk - The possibility that a group of stocks in a single industry will decline in price due •  to developments in that industry. • Inflation Risk - The possibility that increases in the cost of living will reduce or eliminate a fund's inflation-adjusted returns. • Manager Risk -The possibility that an actively managed mutual fund's investment adviser will fail to execute the fund's investment strategy effectively resulting in the failure of stated objectives. • Market Risk -The possibility that stock fund or bond fund prices overall will decline over short or even extended periods. Stock and bond markets tend to move in cycles, with periods when prices rise and other periods when prices fall. • Principal Risk -The possibility that an investment will go down in value, or "lose money," from the original or invested amount. Overall Risks • Clients need to remember that past performance is no guarantee of future results. All funds carry some level of risk. You may lose some or all of the money you invest, including your principal, because the securities held by a fund goes up and down in value. Dividend or interest payments may also fluctuate, or stop completely, as market conditions change. • Before you invest, be sure to read a fund's prospectus and shareholder reports to learn about its investment strategy and the potential risks. Funds with higher rates of return may take risks that are beyond your comfort level and are inconsistent with your financial goals. While past performance does not necessarily predict future returns, it can tell you how volatile (or stable) a fund has been over a period. Generally, the more volatile a fund, the higher the investment risk. If you need your money to meet a financial goal in the near- term, you probably cannot afford the risk of investing in a fund with a volatile history because you will not have enough time to ride out any declines in the stock market. Stock Fund Risk Overall "market risk" pose a great potential danger for investors in stocks funds. Stock prices can fluctuate for a broad range of reasons, such as the overall strength of the economy or demand for particular products or services. Item 9 – Disciplinary Information Registered Investment Advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management. We do not have any information to disclose concerning V.C.M. or any of our investment advisors. We adhere to high ethical standards for all advisors and associates.  Item 10 – Other Financial Industry Activities and Affiliations Other Affiliations John Russell is a Board Member with Children Outreach and Community Empowerment. John Russell spends approximately 4 hours a month in this role. John Russell acts as point of contact and provides minimal client management to a group of clients under the management of Relative Value Partners ("RVP"). These clients were under Mr. Russell's management during his tenure as a registered investment adviser representative of RVP. RVP pays Mr. Russell a fee for these services. Third Party Money Managers If and when clients are referred to third party money managers, each third-party money manager will be properly registered or on file with the Illinois Securities Department. Item 11 – Code of Ethics, Participation or Interest in Client Accounts and Personal Trading General Information We have adopted a Code of Ethics for all supervised persons of the firm describing its high standards of business conduct, and fiduciary duty to you, our Client. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts, the reporting of certain gifts and business entertainment items, and personal securities trading procedures. All of our supervised persons must acknowledge the terms of the Code of Ethics annually, or as amended. Participation or Interest in Client Accounts Our Compliance policies and procedures prohibit anyone associated with V.C.M. from having an interest in a client account or participating in the profits of a client's account without the approval of the CCO. The following acts are prohibited: • Employing any device, scheme, or artifice to defraud • Making any untrue statement of a material fact • Omitting to state a material fact necessary in order to make a statement, in light of the circumstances under which it is made, not misleading • Engaging in any fraudulent or deceitful act, practice, or course of business • Engaging in any manipulative practices You may request a copy of the firm's Code of Ethics by contacting John Russell. Personal Trading We may recommend securities to you that we will purchase for our own accounts  Certain affiliated accounts may trade in the same securities with your accounts on an aggregated basis when consistent with our obligation of best execution. When trades are aggregated, all parties will share the costs in proportion to their investment. Completed Orders will be allocated as specified in the initial trade order. Partially filled Orders will be allocated on a pro rata basis. Any exceptions will be explained on the Order. We have established the following restrictions to ensure our fiduciary responsibilities regarding insider trading are met: in whole or in part, from the role of • No securities for our personal portfolio(s) shall be bought or sold where this decision is substantially derived, Investment Advisory Representative(s) of V.C.M., unless the information is also available to the investing public on reasonable inquiry. In no case, shall we put our own interests ahead of yours. Privacy Statement We are committed to safeguarding your confidential information and hold all personal information provided to us in the strictest confidence. These records include all personal information that we collect from you or receive from other firms in connection with any of the financial services they provide. We also require other firms with whom we deal with to restrict the use of your information. Our Privacy Policy is available upon request. Conflicts of Interest V.C.M.'s advisors may employ the same strategy for their personal investment accounts as it does for its clients. However, advisors may not place their orders in a way to benefit from the purchase or sale of a security. We act in a fiduciary capacity. If a conflict of interest arises between us and you, we shall make every effort to resolve the conflict in your favor. Conflicts of interest may also arise in the allocation of investment opportunities among the accounts that we advise. We will seek to allocate investment opportunities according to what we believe is appropriate for each account. We strive to do what is equitable and in the best interests of all the accounts we advise. Item 12 – Brokerage Practices Soft Dollars V.C.M. does not utilize soft dollars or other similar forms of compensation from 3rd parties. We do not receive any portion of the commissions, fees, or costs that brokers pay their custodians. There may other benefits from recommending certain custodians or other third party managers such as software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Other services may include, but are not limited to, performance reporting, financial planning, contact management systems, third party research, publications, access to educational conferences,  roundtables and webinars, practice management resources, access to consultants and other third- party service providers who provide a wide array of business-related services and technology with whom V.C.M. may contract directly. We have an obligation to seek best execution for you. In seeking best execution, the determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer's services, including the value of research provided, execution capability, commission rates, reputation, and responsiveness. Therefore, we will seek competitive commission rates, but we may not obtain the lowest possible commission rates for account transactions. Brokerage for Client Referrals We may enter into written agreements to pay referral fees to other third-party investment advisers. We may compensate these entities for referring V.C.M.'s advisory services per their solicitors' agreement. All clients procured by solicitors will be given full written disclosure describing the terms and fee arrangements between the Advisor and the solicitor. The fee V.C.M. pays the solicitor is not charged to the Client. The Client pays the usual fee for the services rendered. Directed Brokerage By directing brokerage, you may pay higher fees or transaction costs than those obtainable by other broker-dealers or custodians. In most cases, we believe you are paying a discounted and reasonable rate. If you elect to select your own broker-dealer or custodian and direct us to use them, you may pay higher or lower fees than what is available through our relationships. Generally, we will not negotiate lower rates below the rates established by the executing broker-dealer or custodian for this type of directed brokerage account, unless we believe that such rate is unfair or unreasonable for the size and type of transaction. Trading Transactions for each client account generally will be affected independently unless we decide to purchase or sell the same securities for several clients at approximately the same time. We may (but are not obligated to) combine or "batch" such Orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among our clients' differences in prices and commission or other transaction costs. Under this procedure, transactions will be price-averaged and allocated among our clients in proportion to the purchase and sale orders placed for each client account on any given day. Item 13 – Review of Accounts Reviews Reviews are conducted at least annually or as agreed to by us. You may request more frequent reviews and may set thresholds for triggering events that would cause a review to take place. Generally, we will monitor for changes and shifts in the economy, changes to the management and structure of a mutual fund or company in which client assets are invested, and market shifts  and corrections. Reports You will be provided with account statements reflecting the transactions occurring in the account on at least a quarterly basis. These statements will be written or electronic depending upon what you selected when you opened the account. You are obligated to notify us of any discrepancies in the account(s) or any concerns you have about the account(s). Item 14 – Client Referrals and Other Compensation V.C.M. will be compensated by the Third-Party Manager[s] from the advisory fees collected from the Client. This may cause a conflict of interest in recommending certain Third-Party Managers since the advisor may receive compensation for referring clients to these vendors. In order to mitigate this conflict of interest, we require all advisors to inform the Client that they are under no obligation to implement any recommendations made by the Adviser. Item 15 – Custody We do not have physical custody of any accounts or assets. However, we may be deemed to have custody of your account(s) if we have the ability to deduct your advisory fees from the custodian. We currently use Interactive Brokers and Charles Schwab as the custodians and/or broker-dealers for all your accounts. You should receive at least quarterly statements from the broker-dealer or custodian that holds and maintains your investment assets. We urge you to carefully review such statements and compare this official custodial record to the account statements that we may provide to you. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. If you notice any discrepancies, please contact V.C.M. We send information to your custodian to debit your fees and to pay them to us. You authorized the custodian to pay us directly at the onset of the relationship. Item 16 – Investment Discretion We usually receive discretionary authority from you at the beginning of an advisory relationship to select the identity and amount of securities to be bought or sold. This information is described in the Advisory Agreement you sign with us. In all cases, however, this discretion is exercised in a manner consistent with your stated investment objectives for your account. When selecting securities and determining amounts, we observe the investment policies, limitations, and restrictions you have set. For registered investment companies, our authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. If you do not grant this limited investment discretion, your IAR will be required to contact you and get affirmation regarding our investment recommendations, such as the security being recommended, the number of shares,  and whether the security should be bought or sold before implementing changes in your account. Once the above factors are agreed upon, we will be responsible for making decisions regarding the timing of buying or selling an investment and the price at which the investment is bought or sold. If your accounts are managed on a non-discretionary basis, it is critical that you respond promptly. If we do not receive a response to our request immediately, the timing of trade implementation can lead to an adverse impact where we cannot achieve the optimal trading price. On a case-by-case basis, you can place reasonable restrictions on the types of investments that can be purchased or sold in your account so long as the restrictions are explicitly set forth or included as an attachment to the investment advisory agreement. The third-party money manager and/or custodians may have discretion over your account. The Advisory Agreement details this in full. Item 17 – Voting Client Securities As a matter of firm policy and practice, we do not have any authority to and do not vote proxies on behalf of advisory clients. You retain the responsibility for receiving and voting proxies for any and all securities maintained in your portfolios. We may provide advice to you regarding your voting of proxies. The custodian will forward you copies of all proxies and shareholder communications relating to your account assets. Item 18 – Financial Information We are required to provide you with certain financial information or disclosures about our financial condition We have no financial commitment that would impair our ability to meet any contractual and fiduciary commitments to you, our Client. We have not been the subject of any bankruptcy proceedings. In no event shall we charge advisory fees that are both in excess of five hundred dollars and more than six months in advance of advisory services rendered.