XCELSIOR ADVISOR PARTNERS LLC

ITEM 1: COVER PAGE 14624 Scottsdale, Suite 195 Scottsdale, AZ 85254 (480) 866-8616 www.xcelsiorpartners.com 03/25/2026 This brochure provides information about the qualifications and business practices of Xcelsior Advisor Partners LLC. If you have any questions about the contents of this brochure, please contact Gene Pucci at (480) 866-8616 or by email at: gene.p@xcelp.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. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about Xcelsior Advisor Partners LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Xcelsior Adviser Partners’ CRD number is: 334779. i  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 Xcelsior Advisor Partners LLC, formerly Excelsior Advisor Network 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 initial SEC registration, dated 3/04/2025, the firm has the following material changes to report: • • • • • • • • • Item 1: The firm is now doing business as Xcelsior Advisor Partners LLC and named Gene Pucci as the new Chief Compliance Officer. Item 4: Updated the firm’s ownership structure; added non-discretionary services; clarified financial planning services; added disclosure regarding FIWA Exclusive Custom Model Portfolios; amended the formation date. Item 5: Revised language regarding standalone Financial Planning fees; updated the annual investment advisory fee disclosure to reflect that fees will not exceed 1.75% of assets under management. Third Party Money Managers fees may be billed monthly or quarterly, in advance or arrears. Item 8: Updated risk disclosure language. Item 10: Added Broker-Dealer and Dual-Registered Investment Advisor affiliations, as well as information on seminars and workshops. Item 12: Updated custodian-related language and disclosed transition assistance for 180 days. Item 14: Disclosed Client Referral programs. Item 15: Disclosed SLOA (Standing Letter of Authorization) language. Item 17: Clarified Class Action Lawsuit process. ii  ITEM 3: TABLE OF CONTENTS Item 1: Cover Page ................................................................................................................................................... i Item 2: Material Changes ........................................................................................................................................ ii Item 3: Table of Contents ....................................................................................................................................... iii Item 4: Advisory Business ...................................................................................................................................... 4 Item 5: Fees and Compensation .......................................................................................................................... 10 Item 6: Performance-Based Fees and Side-By-Side Management .................................................................. 13 Item 7: Types of Clients ........................................................................................................................................ 13 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ............................................................. 14 Item 9: Disciplinary Information ......................................................................................................................... 22 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 23 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 25 Item 12: Brokerage Practices ................................................................................................................................ 26 Item 13: Review of Accounts ............................................................................................................................... 31 Item 14: Client Referrals and Other Compensation ......................................................................................... 31 Item 15: Custody .................................................................................................................................................... 33 Item 16: Investment Discretion ............................................................................................................................ 33 Item 17: Voting Client Securities (Proxy Voting) .............................................................................................. 34 Item 18: Financial Information ............................................................................................................................ 35 iii  ITEM 4: ADVISORY BUSINESS DESCRIPTION OF THE ADVISORY FIRM Xcelsior Advisor Partners LLC, formerly Excelsior Advisor Network LLC, (hereinafter “Xcelsior”), is a Limited Liability Company organized in the State of Delaware. The firm was formed in August 2023 and obtained SEC registration in March 2025. In December 2025, the firm updated its ownership, and its principal owners are Matthew Curley and Mark Peterson. 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. Within this brochure, specific terms in either are used as follows: • “Xcelsior” refers to Xcelsior Advisor Partners LLC. • “Firm,” “we,” “us,” and “our” refer to Xcelsior Advisor Partners LLC. • “Advisor,” “Investment Advisor Representative,” and “IAR” refers to our professional representatives who provide investment recommendations or advice on behalf of Xcelsior Advisor Partners LLC. • “You,” “yours,” and “Client” refers to Clients of Xcelsior Advisor Partners LLC and its advisors. • “Code” refers to our Firm’s Code of Ethics. • “CCO” refers to our Chief Compliance Officer. TYPES OF ADVISORY SERVICES Portfolio Management Services Our firm offers a comprehensive suite of advisory services, including discretionary investment management and, in limited cases, non-discretionary investment management. We also provide financial planning, consulting, retirement plan services, oversight of assets under advisement, and access to independent third-party money managers. All services are customized to reflect each client’s unique goals, investment objectives, time horizon, and risk tolerance. We manage investment portfolios for individuals, high-net-worth individuals, estates, trusts, retirement plans, corporations, foundations, and pension plans. To ensure a personalized approach, Xcelsior develops an Investment Risk Profile for each client, assessing their current financial situation, including income, tax considerations, and risk tolerance. Based on this profile, we construct a strategic investment plan designed to align with the client’s specific needs and objectives. Portfolio management services include, but are not limited to, the following: • Determine Investment strategy • Asset allocation • Assessment of Risk tolerance • Personal investment policy 4  • Asset selection • Regular portfolio monitoring Xcelsior evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. In our discretionary relationships, we require written authorization from clients, granting us the ability to select securities and execute transactions without obtaining prior approval for each transaction. Each client’s risk tolerance is documented in the Investment Risk Profile. High-net-worth individuals may receive more complex asset allocation models, while charitable organizations and businesses may prioritize liquidity and risk management strategies tailored to their organizational objectives. For non-discretionary relationships, we provide investment recommendations aligned with your financial objectives. However, we must obtain your explicit approval before executing any transactions in your account. Before receiving any of our advisory services, clients must enter into one or more written Investment Advisory Agreements (“Agreements”), which outline the terms and conditions of the advisory relationship. Xcelsior documents and allows for client-imposed restrictions through the Investment Risk Profile. Clients must discuss and document restrictions with Xcelsior, and Xcelsior will review and assess the feasibility of implementing these restrictions while maintaining compliance with fiduciary duties. Adjustments will be documented in the Agreements and communicated to the client. is to seek fair and equitable allocation of Xcelsior seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of Xcelsior’s economic, investment or other financial interests. To meet its fiduciary obligations, Xcelsior attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, Xcelsior’s policy investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is Xcelsior’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. FIWA Custom Model Portfolios We offer discretionary portfolio management. For certain accounts, we may implement discretionary strategies using “Exclusive Custom Model Portfolios” that Fidelity Institutional Wealth Adviser LLC (“FIWA”) designs and updates. FIWA licenses these model portfolios to our firm; the models are not tailored by Xcelsior and not provided as investment advice to our clients. FIWA remains solely responsible for all investment advice, discretionary decisions, and suitability determinations for each client account. Independent Third-Party Manager & Sub-Advisor Services If deemed appropriate, our Firm will utilize the services of a Sub-Advisor (“SMA” or “Manager”) or Independent Third-Party Manager (“ITPM” or “Manager”) to manage your accounts. Investment recommendations and securities trading will only be offered by or through the chosen SMA or ITPM. Our Firm will not advise on any specific securities concerning this service. Before referring you, our Firm will provide initial due diligence on SMA and ITPMs and ongoing reviews of their management of your accounts. To assist in selecting an SMA or ITPM, our Firm will gather 5  information about the Client’s financial situation, investment objectives, and reasonable restrictions to be imposed upon the account management. Our Firm will periodically review the Manager reports provided to the Client. We will periodically contact the Client to review their financial situation and objectives, communicate information to the Manager as warranted, and assist you in understanding and evaluating the services provided. The Client will be expected to notify our Firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. By executing an Investment Advisory Agreement with our Firm, the Client gives our Firm the discretionary authority to hire or fire the Manager and to allocate assets among Managers without obtaining consent. The services provided by the SMA and ITPM include: • Assessment of your investment needs and objectives • Implementation of an asset allocation • Delivery of suitable style allocations (e.g., Income, Large Cap, Small Cap, Growth, Value, etc.) • Facilitation of portfolio transactions • Ongoing monitoring of investment vehicles’ performance • Review of accounts for adherence to policy guidelines and asset allocation • Reporting of your portfolio activity. Each Manager has minimum account requirements that will vary between Managers. Account minimums are typically higher for fixed-income accounts than for equity-based accounts. A complete description of the Manager’s services, fee schedules, and account minimums will be disclosed in the Manager’s disclosure brochure, which will be provided to you before or when an agreement for services is executed, and the account is established. Financial Planning Services Financial plans and financial planning may include, but are not limited to: • Investment planning involves working with clients to make sure their investments match their respective risk tolerance and goals. • Tax planning and concerns are addressed by working with the client to determine and compare effective tax rates for income, capital gains and other earnings or investments, then attempting to allocate the client’s resources accordingly. • Life insurance planning entails reviewing the life insurance and/or disability insurance needs of the client, together with any applicable dependents, spouse or other relatives, and assessing appropriate coverage for these individuals. • College planning entails helping clients save for higher education, whether for the client or his/her children or other dependents, in the ideal manner to suit the client’s overall financial goals and means. • Financial planning to address retirement entails making sure clients are financially equipped for retirement in light of the client’s anticipated income and expenses, investments, and other assets. 6  • Debt/credit planning consists of breaking down client budgets and aiding clients in decision- making as to current debt, anticipated significant expenses and potential debt, and avoiding excessive debt. For our investment management clients, financial planning services are included in the portfolio management services at no additional cost. For stand-alone financial planning arrangements, we will negotiate the planning fees with you using either a fixed fee or an hourly rate. Fees may vary based on the extent and complexity of your individual or family circumstances. Xcelsior will determine your fee for the designated financial advisory services based on a fixed fee arrangement described below. In offering financial planning, a conflict exists between the interests of the investment adviser and the interests of the client. The client is under no obligation to act upon the investment adviser's recommendation, and, if the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through the investment adviser. This statement is required by California Code of Regulations, 10 CCR Section 260.235.2. The following are platforms we utilize in conjunction with our financial planning services: Financial Planning and Reporting Tools Our firm offers access to third-party financial planning and reporting platforms, enabling clients to consolidate and review their financial information in one place. These platforms may provide insights into portfolio performance, cash flow, net worth, and financial planning strategies. If a client includes investment assets not managed by our firm (“Excluded Assets”), our role is limited to reporting unless otherwise agreed upon in writing. Clients and their designated investment professionals maintain full responsibility for managing, monitoring, and making investment decisions for these assets. Our firm may provide recommendations regarding excluded assets upon request, but clients are under no obligation to implement them, and we do not assume liability for execution errors related to these assets. Additionally, these platforms may provide general financial planning tools and educational content. Any information accessed independently by the client should not be considered personalized investment advice from our firm. We are not responsible for any financial outcomes resulting from client actions taken without our direct involvement. 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. Services Limited to Specific Types of Investments Xcelsior generally provides investment advice to cash, money market funds, bonds, ADR’s, mutual funds, fixed income securities, real estate funds (including REITs), equities, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, and non-U.S. securities. Xcelsior may use other securities as well to help diversify a portfolio when applicable. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income 7  Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We also have a fiduciary duty under the Investment Advisers Act of 1940 with respect to all client accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Always put the clients’ best interests first ; • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. We utilize various platforms to support our investment supervision and portfolio management. Risk Assessment Tools To gain a deeper understanding of each client’s risk tolerance, our firm leverages third-party risk assessment tools. These tools evaluate investor risk preferences by analyzing historical market data and assessing volatility. By generating a risk score, this technology helps us align portfolio recommendations with a client’s unique risk profile, while considering potential returns and market fluctuations. This approach enhances our ability to provide personalized investment strategies that align with each client’s financial objectives. Third-Party Technology Platforms Our firm contracts with third-party technology platforms to support various administrative and investment-related functions. These platforms assist in areas such as data reconciliation, performance reporting, fee calculation and billing, research, client database maintenance, periodic performance evaluations, payable reports, website administration, trading execution, portfolio management, risk assessment, and financial planning services. Due to these arrangements, certain third-party platforms may have access to client accounts for administrative purposes. However, these platforms do not serve as investment advisors to our clients, nor do they provide direct investment recommendations. Our firm and these third-party providers are independent entities with no affiliation. Each platform charges our firm fees for its services, which are paid from the portion of management fees retained by our firm. Clients are not charged additional fees beyond what has been previously agreed upon in their advisory agreement. Third-Party Platforms for Account Management We utilize third-party platforms to facilitate the management of held-away assets, such as retirement plan accounts. These platforms enable discretionary management without requiring direct access to client login credentials. This structure ensures that our firm does not take custody of client funds, in accordance with regulatory requirements. 8  When clients link their accounts to these platforms, we review existing allocations and rebalance as necessary based on the client’s investment goals, risk tolerance, and prevailing market conditions. The objective is to optimize portfolio performance, manage risk exposure, and minimize internal fees that could impact returns. Client accounts are reviewed at least quarterly, and allocation changes are made as deemed appropriate. Our firm does not receive compensation from these third-party platforms, nor do we have an affiliation with them. CLIENT TAILORED SERVICES AND CLIENT IMPOSED RESTRICTIONS Xcelsior will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by Xcelsior on behalf of the client. Xcelsior may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs, which restrictions will be documented in the Investment Policy Statement. DISCLOSURE REGARDING ROLLOVER RECOMMENDATIONS A client or prospect leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) rollover to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). Our Firm may recommend an investor roll over plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its representatives may earn an asset-based fee. Our Firm therefore 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 various factors that our Firm will consider before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s investment professionals versus those of our Firm, (iv) protection of assets from creditors and legal judgments, (v) required minimum distributions and age considerations, and (vi) employer stock tax consequences, if any. All rollover recommendations are reviewed by our Firm’s Chief Compliance Officer and remains available to address any questions that a client or prospective client has regarding the oversight. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. WRAP FEE PROGRAMS A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. We do not sponsor a wrap fee program and our standard advisory fee does not include brokerage or transaction costs. From time to time, to help new clients transition, the firm may pay certain transaction charges for up to 180 days. Paying these charges does 9  not convert the account into a wrap fee program because we are not charging a single bundled fee that covers both advice and execution, and the custodian continues to assess its own charges outside of any temporary subsidy. We evaluate best execution regardless of who pays ticket charges. ASSETS UNDER MANAGEMENT As of December 31, 2025, we have $650,658,720 in regulatory assets under management, which is managed on a discretionary basis. We currently do not have any assets managed on a non-discretionary basis. ITEM 5: FEES AND COMPENSATION FEE SCHEDULE In addition to the information provided in Item 4 – Advisory Business, this section details our Firm’s services and each service’s fees and compensation arrangement. The Client and Xcelsior’s Investment Advisory Agreement will outline and agree upon the exact costs and other terms related to the Client’s Accounts. Portfolio Management Fees Our annual investment advisory fee will not exceed 1.75% of assets under management. The first fee may be billed in arrears and prorated from the inception date through the end of that month or quarter. Fees may be billed monthly or quarterly, in arrears or advance, based on the account value as of the last business day of the preceding month. All terms will be outlined in the executed engagement agreement. At the representatives discretion, an account minimum size of $500,000 may apply. 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. 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. Xcelsior offers fee negotiations based on factors such as portfolio size, household aggregation, and service complexity. Clients are encouraged to discuss customized fee structures during the initial consultation, which will be formalized in the advisory agreement. Lower fees for comparable services may be available from other sources. For new clients who are moving accounts to our program, we may pay certain transaction charges for up to 180 days to help with the transition. These charges can include brokerage ticket fees, exchange or regulatory fees, and account transfer fees that are normally charged by the custodian. The firm, not the custodian, will pay these charges during this period and they will not be billed to you. Your advisory fee does not increase unless we tell you in advance. This subsidy is discretionary and may not apply to all clients. It does not cover the ongoing expenses of mutual funds, ETFs, annuities, or custodian account fees. Paying these charges on a temporary basis does not constitute a wrap program. Our advisory fee does not include execution costs, and we are not charging a single bundled fee that covers both advice and trading. FIWA Custom Model Portfolio Fees Clients pay our advisory fee as disclosed in your agreement with us. FIWA’s licensing of the models is an arrangement between FIWA and our firm; clients do not pay FIWA directly. Where the models use mutual funds or ETFs, the underlying fund expenses (and any platform fees, if applicable) are separate 10  from and in addition to our advisory fee. We determine the mutual fund share classes we make available in client accounts when implementing the models; using a higher-cost share class when a lower-cost class is available would present a conflict of interest, so our policy is to use the lowest-cost share class reasonably available for which the client is eligible. Independent Sub-Advisory & Third-Party Manager Service Fees The Adviser shall compensate Investment Managers from the set Client fee or deduct the additional fee from the Client’s account. Fees are paid either quarterly or monthly and either in advance or in arrears. A complete description of the SMA and ITPM’s services, fee schedules, and account minimums will be disclosed in Manager's disclosure brochure, which will be provided to you before or when an agreement for services is executed, and the account is established. Each third-party investment adviser is required under federal securities laws to provide their clients, including SMA and ITPM Clients, with a Form ADV Part 2A (“Adviser Brochure” or “this Brochure”) that includes disclosures, and among other things, the fees charged to their clients. The actual fee charged to the Client will vary depending on SMA or ITPM. With SMA and ITPMs, you may incur additional charges, including mutual fund sales loads, 12b-1 fees and surrender charges, and IRA and qualified retirement plan fees. Clients should review the SMA or ITPM’s Brochure in its entirety, along with this Brochure, to fully understand the services, fees, agreements, and risks surrounding these arrangements and fully understand that these types of arrangements have layers of fees that may or may not be apparent without reading the SMA or ITPM’s Brochure and this Brochure, along with the offering document and/or prospectus for underlining investments. There is a potential conflict of interest in using independent Managers if they pay us a portion of their advisory fee and have met the conditions of our Firm’s due diligence review. Our Firm is committed to always working in the Client's best interest. There may be other Managers not affiliated with our Firm that may be suitable for a Client or may be more or less costly. As with any Advisor, no guarantees can be made that the SMA or ITPM will achieve your financial goals or objectives. Further, no guarantees of performance can be offered. Financial Planning Service Fees Our financial planning analysis and comprehensive written financial plan fees depend on the scope, complexity, and work to be performed by the Firm. Financial planning fees are charged through a fixed fee or an hourly rate and are negotiable at the sole discretion of the Firm. Fixed fees vary and do not exceed $5,000, depending on the complexity of the financial plan. Hourly rates also vary and are up to $300 per hour, depending upon the complexity of the plan. Prior to any engagement, we will state the fixed fee or hourly rate to be used and estimate the time necessary to complete the analysis. We may modify the estimate if you change the analysis's scope or nature. Our financial planning fee does not include taxes, preparation of legal documents, or any costs associated with investments (i.e., surrender charges, sales charges, administration fees, etc.). You are also responsible for reimbursement of all out- of-pocket expenses reasonably incurred by the Firm for the services provided under your agreement. Other investment advisory firms may receive Financial Planning services at a lesser cost. Third-Party Technology Platforms Our firm utilizes third-party technology platforms to support various administrative and investment-related functions, such as data reconciliation, performance reporting, fee calculation, and account management. These platforms are independent entities and are not affiliated with our firm. The service providers charge an annual fee per account, which is paid by our firm from 11  the portion of the management fee we retain. This cost does not result in any additional charges to the client. Third-Party Platforms for Account Management We utilize a third-party platform to facilitate the discretionary management of held-away assets, such as retirement plan accounts. This platform allows us to manage accounts without taking custody of client funds, as we do not have direct access to client login credentials to execute trades. Our firm is not affiliated with the platform and does not receive compensation for using it. The cost of access to this platform is paid by our firm and does not increase the client’s fees. PAYMENT OF FEES Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization. Please see Item 15 - Custody for additional information regarding direct fee deduction. Additional Fees And Expenses In addition to the advisory fees paid to our Firm, you also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks, and other financial institutions (collectively “Financial Institutions”). These additional charges include custodial fees, charges imposed by a mutual fund or ETF 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 - Brokerage Practices below. When selecting investments for our client’s portfolios, we might choose mutual funds from 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 your custodian’s NTF fund program pay a fee to be included in the NTF program. The fee that a mutual fund company pays to participate in the program is ultimately borne by the mutual fund owners, including our Firm's clients. When we decide whether to choose a fund from your custodian’s NTF list, we consider our expected holding period, the position size, and the fund's expense ratio versus alternative funds. Depending on our analysis and future events, NTF funds might not always be in your best interest. CLIENT RESPONSIBILITY FOR THIRD-PARTY FEES Clients are responsible for the payment of all Third-Party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by Xcelsior. Please see Item 12 – Brokerage Practices of this brochure regarding broker-dealer/custodian. PREPAYMENT OF FEES Our advisory fee may be billed in arrears or in advance. If you terminate your agreement and you have paid any advisory fee in advance, we will promptly refund the unearned portion. The refund is calculated on a pro rata, time-based basis for the remaining days in the then-current billing period. 12  Refunds are issued within 30 days after the effective date of termination and will be paid to the account or by check, at our discretion. Fees billed in arrears are earned through the termination date and are not refundable; any final fee due will be prorated through that date. For Financial Planning fees, if you paid a fixed, project, or subscription fee in advance and the engagement terminates before we deliver all agreed services, we will refund the unearned portion. For project fees, we determine the refund based on the percentage of the engagement completed in good faith as of the termination date. We do not refund for services that have been substantially completed or fully delivered. With third-party programs, we refund only our advisory fee. Any separate fees charged by custodians, program sponsors, third-party managers, or other service providers are governed by their agreements and are not refundable by us. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Xcelsior does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. ITEM 7: TYPES OF CLIENTS Xcelsior generally provides advisory services to the following types of clients: • Individuals • High-Net-Worth Individuals • Estates • Trusts • Retirement Plans • Foundations • Charitable Organizations • Corporations or Business Entities 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. Our approach to householding considers the overall family dynamic and relationship. Additionally, if applicable, and as noted in the Investment Management Agreement, legacy positions may be excluded from the fee calculation. 13  ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, & RISK OF LOSS METHODS OF ANALYSIS Xcelsior’s methods of analysis include Fundamental analysis and Modern portfolio theory. PORTFOLIO MANAGEMENT SERVICES Fundamental Analysis Fundamental analysis attempts to identify stocks offering sturdy growth potential at a competitive price by examining the underlying company's business and conditions within its industry or the broader economy. Investors have traditionally used fundamental analysis for longer-term trades, relying on metrics such as earnings per share, price-to-earnings ratio, price-to-earnings growth, and dividend yield. Modern Portfolio Theory Assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk- expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. FIWA Custom Model Portfolios FIWA’s models use strategic asset allocation and fund selection informed by quantitative and fundamental criteria. The models invest in mutual funds and ETFs from Fidelity and third-party managers. The models are delivered to our trading platform and typically reallocated semi-annually, with the ability to rebalance intra-period if needed. Benchmarks for each risk profile are listed in the model documentation. All investing involves risk, including loss of principal; model-based allocations can underperform their benchmarks, and there is no assurance that any objective will be achieved. Past performance is not indicative of future results. INVESTMENT STRATEGIES Xcelsior uses long term and short-term trading, and margin transactions. Long-Term Holding Our Firm purchases securities with the intent to hold them in the Client's account long-term (longer than one year). In extreme circumstances, we may be forced to sell a fund completely within a year of buying it. An example would be a fund Manager resigns, and we do not have confidence in the new management. Also, fund positions may be trimmed occasionally to rebalance the portfolio. A risk in a long-term purchase strategy is that holding the security for this length of time may decline in value before we decide to sell. We do not guarantee the future performance of the account or any specific level of performance, the success of any investment decision or strategy we may use, or the success of the overall management of the account. The Client understands that the investment decisions our Firm makes for the Client’s account are subject to various market, currency, economic, political, and business 14  risks and that those investment decisions will not always be profitable. Clients are reminded that investing in any security entails the risk of loss, which they should be willing to bear. 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. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. RISK OF LOSS A Client’s investment portfolio is affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic conditions, changes in laws, and national and international political circumstances. Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Our Firm will assist Clients in determining an appropriate strategy based on their tolerance for risk. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. Xcelsior assesses additional risks, including geopolitical, currency, and interest rate risks, particularly for international and fixed-income investments. These risks are mitigated through diversified strategies and ongoing portfolio reviews. Clients should be aware that no investment strategy can guarantee against loss. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. 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 15  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. 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. 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. 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 16  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. 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. 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. 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 17  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. 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 18  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. 19  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 20  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. Prepayment 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 And 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. 21  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. 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. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 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 22  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 to report that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management. However, one or more of our supervised persons have reportable legal or disciplinary events. Details of these events are disclosed in the applicable Form ADV Part 2B – Brochure Supplement for each individual, which is provided to all clients receiving advisory services from that supervised person. We encourage you to review those supplements for complete information. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS BROKER-DEALER AFFILIATED Our Firm is not a broker-dealer, but some of the IARs are Registered Representatives of Simplicity Investments (“Simplicity”), a full-service broker-dealer, member FINRA/SIPC, which compensates them for effecting securities transactions. When placing securities transactions through Simplicity in their capacity as Registered Representatives, they will earn sales commissions. Because some of the IARs are dually registered representatives and agents of Simplicity and our Firm, Simplicity, has specific supervisory and administrative duties under the requirements of FINRA Conduct Rule 3280. Simplicity and our Firm are not affiliated companies. Some of our IARs spend a portion of their time in connection with broker-dealer activities. As a broker-dealer, Simplicity engages in various activities normally associated with securities brokerage firms. Pursuant to the investment advice given by our Firm or its IARs, investments in securities may be recommended for Clients. If Simplicity is selected as the broker-dealer, Simplicity and its Registered Representatives, including some of the IARs of our Firm, may individually receive commissions for executing securities transactions. If Simplicity is selected as the broker-dealer, the transaction charges may be higher or lower than the charges you may pay if the transactions were executed at other broker-dealers. You should note, however, that you are under no obligation to purchase securities through the IARs of our Firm or Simplicity. Moreover, you should note that under the rules and regulations of FINRA, Simplicity must maintain certain Client records and perform other functions regarding certain aspects of the investment advisory activities of its Registered Representatives. These obligations require Simplicity to coordinate with and have the cooperation of its Registered Representatives that operate as or are otherwise associated with investment advisors other than Simplicity. Accordingly, Simplicity may limit the use of certain custodial and brokerage arrangements available to Clients of our Firm, and Simplicity may collect, as paying agent of our Firm, the investment advisory fee remitted to our Firm by the account Custodian. Simplicity may retain a portion of the investment advisory fee you pay as a charge for the functions it performs and may be further re-allowed to other Registered Representatives of Simplicity. The charge will not increase the advisory fee you have agreed to pay our Firm. Some of the IARs, in their capacity as Registered Representatives of Simplicity or as agents appointed with various life, disability, or other insurance companies, receive insurance commissions, fee trails, or 23  other compensation from the respective product sponsors or because of effecting securities transactions for Clients. However, Clients should note that they are not obligated to purchase investment products through our IARs. As a result of the relationship with Simplicity, they may have access to certain confidential information (e.g., financial information, investment objectives, transactions, and holdings) about our Clients, even if the Client does not establish any account through Simplicity. If you would like a copy of Simplicity’s Privacy Policy, please contact our Firm’s CCO. The contact information for our Firm can be found on the Cover Page of this Brochure. FIWA CUSTOM MODEL PORTFOLIOS We are not affiliated with FIWA. FIWA licenses models to our firm and may provide marketing materials related to the models. Any such materials are provided “as is,” are owned by FIWA, and may reflect composite information that is not representative of results achieved by our clients under our management. Our firm is responsible for clearly disclosing our role and avoiding any implication that FIWA advises or manages your account. INSURANCE COMPANIES In their individual capacities, some of our Firm’s IARs are agents for various third-party insurance companies. As such, these individuals may receive separate yet customary commission compensation for implementing product transactions on our advisory Clients' behalf. Clients, however, are not obligated to engage IARs when considering implementing advisory or insurance recommendations. Implementing any or all recommendations is solely at the Client's discretion. All material conflicts of interest under California Code of Regulations Section 260.238(k) are disclosed regarding the investment adviser, its representatives or any of its employees, which could be reasonable expected to impair the rendering of unbiased and objective advice. DUALLY REGISTERED INVESTMENT ADVISERS You are advised that our IARs affiliated firms may provide different advisory services than ours. You should note, however, that you are not obligated to engage the IARs of our Firm or the other Registered Investment Advisers to whom our IARs are affiliated. SEMINARS & WORKSHOPS Occasionally, our IARs may present financial or investment-related seminars to educate our Clients and the general investing public. The seminar materials and any handouts provided may be prepared by an IAR or an unaffiliated publisher or distributor of investment seminar materials. The materials presented at the seminars and in general are intended to be purely educational. Neither the information discussed at seminars nor contained in the seminar materials, or any handouts, is intended as specific investment advice to any individual, Client, or prospective client. We do not represent that any information provided during a seminar will be appropriate for your situation or help you meet your financial goals or objectives. Client attendance at a seminar can be done without completing an Investment Advisory Agreement with our IAR. If you attend a seminar, you are considered a prospective client only for the seminar's purposes. You can cease to be our prospective client following the seminar's conclusion unless you subsequently 24  engage us to provide additional advisory services through the execution of an Investment Advisory Agreement. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING CODE OF ETHICS 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. RECOMMENDATIONS INVOLVING MATERIAL FINANCIAL INTERESTS Xcelsior does not recommend that clients buy or sell any security in which a related person to Xcelsior or Xcelsior has a material financial interest unless positions are traded alongside the client. INVESTING PERSONAL MONEY IN THE SAME SECURITIES AS CLIENTS From time to time, representatives of Xcelsior may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of Xcelsior to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. Xcelsior will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. TRADING SECURITIES AT/AROUND THE SAME TIME AS CLIENTS’ SECURITIES From time to time, representatives of Xcelsior may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of Xcelsior to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, Xcelsior will never engage in front running or trading that operates to the client’s disadvantage if representatives of Xcelsior buy or sell securities at or around the same time as clients. 25  ITEM 12: BROKERAGE PRACTICES CUSTODIANS We generally recommend that client accounts be held with Charles Schwab & Co., Inc. (“Schwab”) or Fidelity Investments (“Fidelity”) each of which serves as a qualified custodian (the “Custodian”), Our Firm is independently owned, operated and unaffiliated with either Custodian. The Custodian will hold Client assets in a brokerage account and buy and sell securities when our Firm instructs them. Clients must decide whether to do so and open accounts with the Custodian by entering into account agreements directly with them. When the Client opens the accounts with the Custodian, the accounts will always be held in the Client's name and never in our Firm’s. When we custody your account, we may elect to have the custodian charge certain transaction fees to the firm for up to 180 days after conversion so that you are not charged those tickets during the transition. In this arrangement the firm, not the custodian, bears the cost. This creates a potential conflict because covering client ticket charges could influence our choice of custodian or the timing of trades. Our policy is to base trading decisions on client interests and best execution, regardless of who pays the ticket charges, and we do not increase trading to use any credits or promotions. When the transition period ends, clients will resume paying the custodian’s standard transaction charges unless we tell you otherwise. These temporary arrangements do not convert the account into a wrap fee program, and we do not market the account as a wrap. If we ever sponsor a wrap program, clients would receive a separate Wrap Fee Program Brochure (Part 2A Appendix 1).” How Our Firm Selects Custodian (“Custodian” or “Broker”) Our Firm seeks to recommend a Custodian 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”). 26  Client Brokerage & Custody Costs For Clients' accounts, Schwab and Fidelity maintains and generally does not charge separately for custody services. However, the Custodian receives compensation by charging ticket charges or other fees on trades it executes or settling into Clients' custodial accounts. In addition to commissions, the Custodian 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 custodial 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 the Custodian execute most trades for Client accounts to minimize trading costs. Our Firm has determined that having the Custodian 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 The Custodian 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 retail customers. The Custodian 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. The Custodian’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 them. 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 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 the Custodian’s support services: Services That Benefit Our Clients 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 the Custodian include some we might not otherwise have access to or would require a significantly higher minimum initial investment by our Clients. The Custodian’s services described in this paragraph benefit our Clients and their accounts. Services That May Not Directly Benefit Our Clients The Custodian 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 the Custodian’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 the Custodian. In addition to investment research, the Custodian 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. 27  Services That Generally Benefit Only Us The Custodian 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 The Custodian may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to our Firm. The Custodian may also discount or waive its fees for some of these services or pay all or a part of a Third-Party’s fees. The Custodian may also provide our Firm with other benefits, such as occasional business entertainment for our personnel. Our Interest In Custodian’s Services The availability of these services from the Custodian 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 in trading commissions. We believe our selection of the Custodian’s we typically use are in our Client’s best interests. Some of the products, services, and other benefits provided by the Custodian benefit our Firm and may not benefit our Client accounts. Our recommendation or requirement that you place assets in the Custodian's custody may be based, in part, on the benefits the Custodian provides to our Firm or our Agreement to maintain certain Assets Under Management at the Custodian and not solely on the nature, cost, or quality of custody and execution services provided by the Custodian. • Our Firm places trades for our Clients' accounts subject to its duty to seek the best execution and other fiduciary duties. The Custodian’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. 28  o Our Firm will prepare a written statement (“Allocation Statement”) specifying the participating Client accounts and how to allocate the order among those Clients. o 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 o Individual advice and treatment will be accorded to each advisory Client. Aggregation & Allocation Of Transactions Our Firm may aggregate transactions if it believes that aggregation is consistent with the duty to seek the best execution for its Clients and is consistent with the disclosures made to Clients and terms defined in the Investment Advisory Agreement. No Client will be favored over any other Client. Each account in an aggregated order will participate in the average share price (per Custodian) for all transactions in that security on a given business day. If we do not receive a complete fill for an aggregated order, we will allocate the order on a pro-rata basis. If we determine that a pro-rata allocation is not appropriate under the circumstances, we will base the allocation on other relevant factors, which may include: • 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. 29  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. 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. Execution Venues & Trade-Away We generally execute fixed-income transactions, including municipal securities, through our clients’ qualified custodian, currently Fidelity or Schwab. When we reasonably believe an external dealer or trading venue can provide more favorable overall execution or access to specific municipal bond inventory, we may trade away from Schwab or Fidelity and instruct a directed/step-in trade with another broker-dealer, with settlement and custody remaining at Schwab or Fidelity. In such cases, clients will incur additional transaction-related costs (for example, Schwab or Fidleity currently charges per-allocation fees for prime brokerage/trade-away/step-in or directed trades), and the executing dealer may include a mark-up/mark-down in the net price. We evaluate execution quality using total cost (including spreads and fees), price improvement, liquidity, and likelihood of timely settlement, and we review execution quality and venues periodically. Retirements Services 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. 30  ITEM 13: REVIEW OF ACCOUNTS FREQUENCY AND NATURE OF PERIODIC REVIEWS AND WHO MAKES THOSE REVIEWS Our Firm reviews Client accounts and financial plans periodically. Our IARs will monitor Client accounts regularly and perform annual reviews with each Client. All accounts are reviewed for consistency with Client investment strategy, asset allocation, risk tolerance, and performance. More frequent reviews may be triggered by changes in an account holder’s personal, tax, or financial status. Geopolitical and macroeconomic-specific events may also trigger reviews. Our recommendations depend on the information provided by the Client. Our Client must notify our Firm of any situation that would impair our ability to manage our Client accounts properly. The Client receives a copy of each trade confirmation (unless the Client has authorized the Custodian to suppress the confirmations) and the standard written account statement from the qualified account Custodian every quarter. FACTORS THAT WILL TRIGGER A NON-PERIODIC REVIEW OF CLIENT ACCOUNTS Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). CONTENT AND FREQUENCY OF REGULAR REPORTS PROVIDED TO CLIENTS Each client of Xcelsior's advisory services provided on an ongoing basis will receive a quarterly report from the custodian detailing the client’s account, including assets held, asset value, and the fee amount. This written report will come from the custodian. 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. 31  • 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 the Custodian. 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. FIWA CUSTOM MODEL PORTFOLIOS We receive no client referral compensation from FIWA in connection with the models. If our firm receives any non-cash economic benefit (e.g., access to research notes) from FIWA, we will disclose it and manage any related conflicts. LEAD GENERATION & REFERRALS Client Referrals Effective November 4, 2022, our Firm adopted Rule 206(4)-1 under the Advisers Act, known as the new “Marketing Rule.” All Client solicitation activity will comply with the provisions of the new Marketing Rule. Promoters We may enter into agreements with individuals who will promote our Firm (“Promoters”). If a Client is introduced to our Firm by a Promoter, we will pay that Promoter a referral fee per the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940 and any corresponding state securities law requirements. Any referral fee will be paid solely from advisory fees and will not incur additional charges to the Client. The Promoter, at the time of the referral, will disclose the nature of the Promoter relationship and provide each prospective client with a copy of the written disclosure statement from the Promoter to the Client disclosing the terms of the arrangement between our Firm and the Promoter, including the compensation to be received by the Promoter from our Firm. Lead Generation Our firm engages third-party lead generation services to connect with prospective clients. We subscribe to lead-generation platforms designed for Registered Investment Advisors and other financial professionals. 32  These lead generation providers offer online search tools that allow potential clients to search for financial advisors within specific states or regions. Prospective clients may contact our firm through email, telephone, or other available contact methods listed on these platforms. In exchange for these services, we pay a fee. Clients who connect with our firm through these services do not incur any additional fees compared to those referred through other means. Additionally, the lead generation service does not engage in direct solicitation on behalf of our firm or its Investment Adviser Representatives (IARs). Other Professionals Our Firm may refer business to estate planning attorneys, accountants, insurance brokers, and other professionals. However, we do not receive monetary or other material compensation for referring Clients to such professionals. We also do not pay any person or firm commissions or other items of material value when referring Clients to us. If we receive or offer an introduction to a Client, we do not pay or earn a referral fee, nor are there established quid pro quo arrangements. Each Client can accept or deny such referral or subsequent services. 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 33  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 For non-discretionary relationships, we provide investment recommendations aligned with your financial objectives. However, we must obtain your explicit approval before executing any transactions in your account. FIWA CUSTOM MODEL PORTFOLIOS Where deemed appropriate, we may use FIWA’s models as inputs, however, we retain full discretion over each client account. We may deviate from or delay a model change if we determine that doing so is in a client’s best interest. FIWA has no discretionary authority over your account, does not provide individualized advice to you, and does not have a client relationship with you. THIRD PARTY MANAGER & SUB-ADVISOR SERVICES The Adviser is authorized to delegate the active discretionary management of all or part of the Client assets to one or more independent investment managers or investment management programs (“Investment Managers”) based upon the Client’s stated investment objectives. The Adviser may grant such Investment Managers full authority to further delegate such discretionary authority to additional Investment Managers. The Investment Managers and additional Investment Managers shall have limited power-of-attorney and trading authority over those assets the Adviser directs to them for management, and they shall be authorized to buy, sell, and trade in securities in accordance with Client’s investment objectives as communicated by the Adviser, and to give instructions in furtherance of such trading authority to the Custodian. The Adviser is authorized to terminate or change Investment Managers when, in the Adviser’s sole discretion, it believes such termination or change is in the Client’s best interest. The Adviser will continue to render services to the Client relative to the supervision of the Investment Managers and ongoing monitoring and review of Account performance, asset allocation, and investment objectives. The Adviser shall compensate Investment Managers from the set Client fee. ITEM 17: VOTING CLIENT SECURITIES (PROXY VOTING) 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 34  securities maintained in their portfolios. We may provide advice to you regarding your voting of proxies. Clients should direct all proxy questions to the issuer of the security. 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 BALANCE SHEET Xcelsior neither requires nor solicits prepayment of more than $1200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. FINANCIAL CONDITIONS REASONABLY LIKELY TO IMPAIR ABILITY TO MEET CONTRACTUAL COMMITMENTS TO CLIENTS Neither Xcelsior nor its management has any financial condition that is likely to reasonably impair Xcelsior’s ability to meet contractual commitments to clients. BANKRUPTCY PETITIONS IN PREVIOUS TEN YEARS Xcelsior has not been the subject of a bankruptcy petition in the last ten years. 35