Note regarding mitigation, disclosure and management of conflicts: Each conflict listed herein is subject to CCO testing.

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1 Note regarding mitigation, disclosure and management of conflicts: Each conflict listed herein is subject to CCO testing. Brokerage and Trading Soft Dollars Use of soft dollars ADV Generating trades for clients to fulfill soft dollar commitments Clients pay higher brokerage commissions to soft dollar brokers Clients who give RIA brokerage discretion pay a disproportionate share of RIA s soft dollar cost Pay more for research or brokerage services as such services are paid via client trades versus hard dollars Trade Aggregation & Allocation Internal Cross Transactions (including Aggregating and allocating trades to client accounts Crossing a security(s) from account A to account B ADV Unfairly favoring types of accounts (e.g. performance-based fee accounts or proprietary accounts) over others Negative impact on account performance for accounts that are not included in the aggregation of trades and/ or do not receive an allocation of an attractive security ADV Dumping less desirable portfolio holdings Negative impact of client account Soft Dollar Policy and Procedures Trade Oversight Committee review of soft dollar commitments Initial and annual review of soft dollar arrangements by CCO Trading Aggregation & Allocation Policy Procedure for handling partial fill rotation Stated rotation policy Cross Transactions Policy RIA generally does not engage in cross trade 1

2 sequential transactions) Best Execution/Brokerag e Selection/Directed Brokerage Trade Errors Selecting a broker to place trades Correcting trade errors that occur in client accounts performance that receives a less desirable portfolio holding via a cross transaction (or sequential transaction) RIA s receipt of additional compensation for the cross ADV Negative impact on trade execution quality due to attempt to satisfy soft dollar and directed brokerage commitments versus contemplating best execution issues Selecting broker to place trades based on factors advantageous to RIA (or employees) versus the client ADV Trade errors are not resolved in the best interest of the client transactions Best Execution Policy Trade Oversight Committee review of brokers Policy against compensating brokers based on fund distribution Independent analyses of best execution Trading Error Policy Trade Error forms CCO involved with resolution of all trade errors Trading Oversight Committee reviews trade errors quarterly 2

3 Portfolio Management Proxy Voting Side-by-Side Portfolio Management Fair Valuation Voting proxies on behalf of clients Managing performance-based and non-performance based fee accounts Pricing a portfolio holding for which market quotations are unavailable or unreliable ADV Voting proxies of a portfolio company that is also an RIA client or has a relationship with RIA RIA has a relationship with a shareholder who is also recommending a shareholder proposal ADV Favoring a performance-based fee account over a non-performance based fee account ADV Assigning an inflated price to a portfolio holding for which a market quotation is unavailable or unreliable Proxy Voting Policy Proxy Voting Committee convenes to address material conflicts Account review policy Dispersion reporting procedures Trade Aggregation and Allocation Policies Stated rotation policy Valuation Policy Pricing Committee Code of Ethics and Proprietary Trading Personal Trading RIA employees purchasing and selling securities in personal accounts ADV RIA employees putting personal trading interests ahead of clients Electronic monitoring system of trade requests and confirms Employee Education 3

4 Proprietary Investing Gifts and Entertainment RIA purchasing into its proprietary accounts versus client accounts Quid Pro Quo Receiving/giving gifts Receiving/ providing entertainment ADV RIA putting its own proprietary investing interests ahead of its clients interests ADV Favoring one broker/dealer over another for client trades based on gifts/entertainment received Gifts/entertainment given result in someone becoming a mutual fund or advisory client to obtain additional gifts/entertainment Employee Education Trade Allocation Policy Gifts and Entertainment Policy State and local ethics laws/rules regulate gift giving and entertaining of certain persons Client-imposed rules Gift logs reviewed by CCO Outside Employment RIA employee serving on public company board RIA employee has outside employment with company in the same business ADV RIA s policy not to purchase for clients those companies in which an employee serves on board interested in getting best holding for clients versus serving on board Employee s interest conflicting between subject employers CCO approves outside public board participations and employment Other Matters Charitable Contributions Charitable contributions to obtain/retain advisory clients ADV RIA (or employee) contributes to a charitable organization with the purpose or appearance of obtaining clients/advisory Charitable Contributions Policy Charitable contributions subject to CCO testing 4

5 Political Activities Revenue-Sharing Arrangements Political activities to obtain/retain advisory clients ( pay to play ) Making payments to financial intermediaries intended to market the Funds in which RIA receives a management fee accounts. ADV RIA (or employee) contributes to a political organization or candidate with the purpose or appearance of obtaining clients/advisory accounts; possible negative pay for play publicity. Prospectus /SAI ADV RIA makes payments to financial intermediaries to market the Funds to increase management fees received Political Activities Policy requiring pre-clearance Political activities subject to quarterly reporting SEC, state and local ethics laws/rules regulate political giving Client-imposed rules Advertising and Marketing Procedures Funds Board of Trustees oversight 5