Books & Records

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1 Books & Records

The firm will keep accurate books and records relating to its advisory business, and they will be preserved and maintained in an easily accessible place for a period of not less than five years from the end of the fiscal year during which the last entry was made. For the first two years they will be maintained in the main office of the firm, and may be adequately secured off-site thereafter.

This requirement includes publication of notices, circulars, advertisements, newspaper articles, investment letters, bulletins, or other communication. The maintenance of required books and records will ensure the firm’s activities are consistent with applicable legal and regulatory requirements.

The CCO will restrict access to the firm’s books and records to those who specifically require it in order to discharge their responsibilities in support of its advisory business. Restricted records access aids in preventing unauthorized alteration or inadvertant destruction. Further, the CCO will keep books and records relating to advisory activities reasonably segregated and secure from other records of the firm that may not be required under advisory regulations.

The CCO will maintain a record of all persons who have been granted access its books and records that are required to be maintained by the firm.

1.1 Disclosure Control and Public/Private Content Separation

Purpose: Ensure proper segregation of public marketing content from private regulatory and compliance materials to prevent inadvertent disclosure of sensitive information.

Content Classification:

Public Content (~/ethicic-site - Public Repository): - Marketing materials and website content - Published Form ADV language (after filing) - Client-facing educational materials - General company information and philosophy - Published investment strategy descriptions

Private Content (~/docs - Private Repository): - Draft Form ADV updates and amendments - Internal compliance procedures and runbooks - Regulatory correspondence and filings - Client-specific information and data - Internal analysis and proprietary methodologies - Compliance monitoring and audit materials

Disclosure Control Procedures:

1. Form ADV Content Management:
   • Draft Form ADV updates maintained in /compliance/form-adv-includes/
   • Published Form ADV language in /compliance/form-adv-includes/published/
   • Public website may only reference published (filed) Form ADV content
   • Draft content remains private until officially filed with regulators
2. Content Review Process:
   • All public content must be reviewed for compliance with current regulatory filings
   • No draft regulatory language may appear on public website
   • Investment strategy descriptions must align with filed Form ADV Part 2A
   • Fee disclosures must match currently effective fee schedules
3. Access Controls:
   • Public repository (ethicic-site) contains no confidential information
   • Private repository (docs) restricted to authorized personnel only
   • Regular audits to ensure no private content migrates to public repository
4. Documentation Requirements:
   • Maintain record of all content movements between public and private repositories
   • Document approval process for moving content from private to public
   • Track version control for regulatory content updates

Implementation Date: September 27, 2025 Review Frequency: Annual with Form ADV updates Responsible Party: Chief Compliance Officer

1.2 Electronic Retention of Records

Certain firm records may be retained in electronic format, however, the CCO will be required to:

• Create an index that identifies all electronic records, and arrange those records in accordance with the index.

• Produce a hard copy of any record retained in this media upon request.

• Maintain one copy of the electronic record on-site; maintain an accurate duplicate of the archived electronic record at another secure location; OR

• Store the original and duplicates of the electronically archived record in a storage facility/device designed to prevent the untimely destruction or alteration of such records; AND

• Provide access to regulatory bodies having jurisdiction over such records, on demand.

The CCO will create a record identifying all records to be maintained in an exclusively electronic format.

1.3 Organizational Documents

The CCO will ensure the firm maintains documents and records memorializing the organization or formation of the firm. Corporate documents, and any amendments, will be maintained at the firm’s main office. They will be preserved for the life of the firm and for at least three years after its cessation by the CCO, designated legal counsel, or other appropriate arrangement per statute.

All firm registration documents and correspondence with the jurisdiction of registration will be kept in a centralized file and maintained as noted above.

When required by local code, business licenses will be prominently displayed in each office.

1.4 Financial Statements and Trial Balances

The firm will create and keep current general and auxiliary ledgers (or other comparable records) reflecting asset, liability, reserve, capital, income and expense accounts; as well as trial balances, financial statements, and internal audit working papers relating to its business. These records may consist of a Balance Sheet, Income Statement, Cash Flow Statement, Statement of Changes to Shareholders Equity, and Net Capital (or Net Worth) Computations.

The CCO or qualified designee will keep current checkbooks, copies of bank statements, canceled checks and reconciliations as necessary. Bills or statements (or copies thereof), paid or unpaid, relating to the business should be kept on file. The firm will complete a trial balance sheet on a monthly basis to ensure it remains in compliance with its minimum net worth obligation.

Accounts should be reconciled on a scheduled basis, and a trial balance will be completed on a monthly basis to ensure the firm meets its financial responsibilities. The CCO or qualified designee will have the responsibility of ensuring the reconciliation is completed, accurate and maintained in a secure file.

1.5 Other State Filing Requirements

Transfer of Control and Name Change: A notice of transfer of control (to include share of ownership changes) or change of name of the firm will require filing with the state via Schedule C of Form ADV; typically, not less than 30 days following to the date on which the transfer of control or change of name is to become effective, or such shorter period as the state may request.

Change of Supervisor: The firm may notify state administrators in writing in the jurisdictions it conducts business and where required for any change of its senior supervisor (CCO), typically within 10 days of such change and not later than 30 days. The firm’s CCO will be responsible for ensuring filing of these notifications and amendments.

Financial Statements: Financial statements will be filed with New York on an annual basis, and must include a balance sheet and an income statement prepared in accordance with generally accepted accounting principles (GAAP). These must be dated and submitted within 90 days of the firm’s fiscal year-end.

Other State Forms: The CCO will ensure that the NY-ADV-COVER form is included with its annual financial statement.

Reportable Currency Transactions: The firm will not accept cash in payment for its services. For reference, pursuant US 31 CFR Chapter X, the firm would be required to keep records of all cash currency transactions in excess of $10,000 in a single or two or more related transactions involving $5,000 or more, and must file reports as prescribed under the financial recordkeeping regulations of the state, when transactions occur within their jurisdiction. All filed reports required by law will be confidential except that any law enforcement agency or other required state agency will have access and authorized to inspect and copy such reports pursuant to a lawful subpoena (note: state securities examiners are not law enforcement officials). All currency transaction and suspicious activity reporting will be reported to and conducted by the CCO, and held with the utmost urgency and secrecy. All CTR/SARs and other pertinent notes or records will be maintained in a secure, segregated file, with sole access by the CCO.

1.6 Journals, Records and Other Original Entry Documents

As earlier stated, the firm is required to keep accurate and true records. The following describes those journals maintained by the CCO.

1.6.1 Personal Securities Trading Record

The firm will keep a record of every personal securities trading (PST) transaction in a security in which the firm or any AP has, or as a result of a transaction acquires any direct or indirect beneficial ownership. Later sections provide further detail on the current types of securities, requirements and processes. The firm believes it has kept a satisfactory record of any PST transaction if it receives and reviews trade confirmations and periodic statements which contains all the necessary information, and which is kept for five years, the first two years in an easily accessible location.

1.6.2 Receipts and Disbursements Record

The purpose of the Receipts and Disbursements Record (or Journal) is to afford the ability to track receipts and disbursements relating to the firm’s business (i.e., fees paid to vendors, refunds from vendors, etc.). Essentially, this record is similar to a check register used for a bank account. The CCO will regularly review and retain these records, preferably during reconciliation cycles.

The firm will not accept cash from clients for the purpose of advisory activities. In the event a client attempts to use cash currency to provide payment for the firm’s advisory service fees, the CCO or designee must not accept the funds and provide notice to the client of the firm’s acceptable forms of payment. It should be noted on the record as such and returned to the client.

The firm will require all client payments to be tracked and recorded on the firm’s record relating to checks received and distributed.

1.6.3 Fee Payments

Calculation and Assessment: All client fees will be calculated and noted in each agreement. 
Written Notice of Payment: The firm will provide the client advance written notice (invoice) of the fees to be deducted from each account; this notice will include the total fee assessed, covered time period, calculation formula utilized, and the assets under management on which the fee had been based. The firm is obligated to provide this invoice to clients residing in New York.    

Billing via Custodian: Should an account be billed via the custodian of record the client agreement must authorize the custodian to debit accounts for the amount of certain fees owed to the firm. The authorization will remain valid until a written revocation of the authorization is received by the firm. In connection with this fee deduction process, the custodian will follow the terms of the agreement as communicated by the firm. Clients must be informed (via Form ADV Part 2A and the written agreement) that the custodian will generally not confirm the accuracy of fee deductions from their account.

1.6.4 Order Memoranda

If the firm provides transaction services for a client and does not execute such trades via an electronic platform (e.g., “held-away accounts”), it will create and maintain form of order memoranda involving the purchase or sale of any security, or any instruction received from the client concerning the purchase, sale, receipt, or delivery of a particular security, and of any modification or cancellation of any such order or instruction. The memoranda or similar record will be periodically reviewed by the CCO or designee. Typically, a sample of the period’s orders will be selected, and the reviewer will date and initial each order as part of this procedure. The order memoranda (or other similar record) should include the following:

• Terms and conditions (i.e., buy, sell, etc.) of the order, instructions and of any modification or cancellation of the order;

• Identity of the adviser who recommended the transaction to the client;

• Identity of the adviser who placed the order;

• Client account number, when applicable;

• Time and date of receipt from client, when applicable;

• Time and date of entry;

• Bank or broker by or through whom executed;

• Extent feasible, the time of execution or cancellation;

• Extent feasible, the execution price.

1.6.5 Purchase and Sales Record

If the firm provides transaction services for its clients via an electronic platform, the firm will record the following items in a general file(s) or trade reporting system(s):

• Records showing for each client, the securities purchased and/or sold, and the date, amount and price of each such purchase and sale. All records will include the information required by the previous section in relation to order memoranda.

• For each security in which any client has a current position, information from which the firm can promptly derive the name of each client and the current amount or interest of each such client is necessary.

• A means to demonstrate transactions have been reviewed by supervisory staff.

The custodian of record does not serve as the record repository for transactional information. Data will be periodically downloaded from the custodian of record data sources and stored by the firm per record retention policies.

1.7 Communication with the Public

Advertisement: The firm classifies any notice, circular, advertisement, newspaper article, investment letter, bulletin, or other communication that the firm circulates or distributes, directly or indirectly, to two or more public persons to be an advertisement. If the latter recommend the purchase or sale of a specific security and do not state the reasons, a memorandum for the firm’s record will be maintained describing the recommendation rationale.

The term “advertisement” includes any notice, circular, letter or other written communication addressed to more than one person, or any notice or other announcement in any publication or by radio or television, which offers:

• Any analysis, report, or publication concerning securities which is to be used in making any determination as to when to buy or sell any security, or which security to buy or sell;

  • Any graph, chart, formula, or other device to be used in making any determination as to when to buy or sell any security, or which security to buy or sell; or

  • Any other investment advisory service with regard to securities.

General Communications: General notices, advertisements, articles, investment letters, bulletins, sales literature or brochures, request for proposals, and other communications that may not qualify as “advertisements,” as defined above, includes individual correspondence between the firm (APs) and clients or prospective clients, and may include the following content:

• Recommendation made or proposed to be made, and advice given or proposed to be given;

• Records that may define the foundation for the calculation of the performance or rate of return of any or all recommendations used in print or electronic materials; or
  

• Supporting documentation or working papers that provide a basis for a recommendation contained in a communication that recommends the purchase or sale of a specific security but does not state the reasons for such recommendation. Essentially, if a recommendation is made in the communication without any supporting reasoning for such, the firm must maintain any documentation used as the basis for such recommendation.

Sales Literature: Written communication distributed by the firm and designed for use by more than one person but not for broad, public dissemination. In contrast to advertising, the audience for sales literature is controlled.

Client Correspondence: Written communication sent or received by the firm to or from any single individual. Generally included in the definition are such items as individually addressed letters (not form letters), e-mail, facsimile, post cards, or other communications prepared for delivery to a single client.

Internet Communication: Communication made on the internet which could be directed generally to anyone who has access to the internet, and includes bulletin boards, chat rooms, displays on website “home pages,” or other similar methods.

Note: The firm does not consider incoming correspondence (bulk or “junk” mail) that does not involve the firm’s advisory business to be subject to the procedures contained within this manual.

1.7.1 Potential Advertisement and General Communication Issues

It will constitute fraudulent, deceptive, or manipulative acts, practices, or course of business for the firm or an AP to publish, circulate, or distribute any advertisement that:

• Refers to any testimonial of any kind concerning the firm or concerning any advice, analysis, report or other service rendered by the firm;

• Refers to past specific recommendations of the firm which were or would have been profitable to any person.

Note: This does not prohibit an advertisement that furnishes a list of all recommendations made by the firm within the immediately preceding year or longer period if the advertisement and list furnished separately state the:

• Name of each security recommended,
  
• Date and nature of each recommendation (i.e., buy, sell or hold),
  
• Market price at that time,
  
• Price at which the recommendation was acted upon,
  
• Market price of each security as of the most recent date, and
  
• Contains a cautionary legend on the first page in print or type text stating:

“It should not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities in this list;” OR “Past perfomance is not necessarily indicative of future results.”

• Represents any graph, chart, formula or other device offered can be used to determine which securities to buy or sell (or when to buy or sell them); or represents any graph, chart, formula or other device being offered will assist any person in making their own decisions as to which securities to buy, sell (or when to buy or sell them), without prominently disclosing in such advertisement the limitations and difficulties with respect to its use;

• Contains any statement to the effect that any report, analysis, or other service will be furnished free or without charge, unless such report, analysis or other service actually is or will be furnished entirely free and without any condition or obligation, directly or indirectly;

• Contains any untrue statement of a material fact or is otherwise false or misleading.

Public communications will contain the appropriate disclosure information as described by the CCO and in accordance with the jurisdiction where material or communications may be used.

All advertising will be reviewed by the CCO or qualified designee prior to dissemination to the public or potential clients to ensure the compliance with the listed criteria. The CCO or designee will keep a file of all approved advertising, sales literature, and correspondence.

1.7.2 Social Media Networks

APs desiring utilization of social media networks (i.e., LinkedIn, Facebook, etc.) as a means of public communication involving their advisory activities will be required to inform the CCO of the name of each site they intend to use. The CCO will ensure information posted on any social media site is reviewed and archived.

An IAR will not post any testimonials (or permit testimonials) about his/her or the firm’s services in any social or professional networking medium.

Links from an AP’s page to any third-party site are subject to the same requirements for due diligence and pre-approval as other firm referrals. The CCO will also ensure the firm is not “entangled” by third-party sites/messages. Under the theory of “entanglement” and “adoption,” APs and/or a firm may be held accountable for content on third-party sites in some circumstances. If content on a third-party’s site was prepared by and/or paid for by the firm or an associate, the firm and associate may be deemed to be “entangled” by that content and jointly liable for content found to be misleading, fraudulent, etc.

If there is no preparation or payment for content but the firm or associate refers to the third-party site (such as by stating a recommendation to view the material or providing a hyperlink to a third-party website) the firm and associate may be deemed to have “adopted” the third-party content.

Before providing reference or linkage to any third-party material via his/her website, in marketing materials, etc., an AP must first obtain authorization from the CCO to do so and will be granted only if warranted by the due diligence performed on the third-party itself and the content of the third-party’s materials.
 
The CCO or qualified designee will monitor and review social media content posted by third parties on social media websites utilized by the firm and/or its associates. The CCO will also ensure the firm is not “entangled” by third-party sites/messages.

The firm will maintain all AP content posted on social or professional networking media websites for the required retention period.

1.7.3 GIPS®

Performance data used by the firm that is claimed to be compliant with the Global Investment Performance Standards (“GIPS® compliant”) will be maintained in accordance with those requirements currently published by the CFA Institute. The CCO or qualified designee will ensure an accurate record of the current standards, performance data, etc., are maintained by the firm. At no time will any material be distributed in any medium or labeled GIPS® compliant, or a similar inference, if it does not meet current standards. Materials errantly issued will be recovered and its recipents informed in writing by the CCO of the error or required correction(s).

1.7.4 Issues Related to Seminars

Any of the advertising approved by the CCO may also be used in seminars. The fact that they may be used in a seminar setting as opposed to a direct or indirect delivery to an individual does not affect the limitations on the use of or the retention requirements for such items.
Generally, as long as materials used are in a manner that is consistent with the requirements of jurisdictional statute and their corresponding rules the material should be acceptable for use in a seminar setting. Seminar records, including presentation materials and attendance rosters, will be maintained for at last three years following the reportable period.

1.7.5 Issues Related to Internet/Website Communications

The firm and its APs will not be considered transacting business in any particular jurisdiction when using the internet to distribute information about its services if the website or other electronic communication methods contains a footnote that denotes the firm and its APs may only transact business in those footnoted state(s) registered, excluded or exempted from state registration requirements. Any individualized or follow-up responses to persons in any particular jurisdiction by the firm or an AP that involve rendering personalized investment advice for compensation will not be made unless the firm and/or IAR has met jurisdictional requirements.

1.8 Review of Advertising and Sales Literature

The CCO or designee will review and approve all advertising and sales literature materials prior to their distribution. The CCO will also determine if certain materials require filing with a jurisdiction or outside party (e.g., broker/dealer) having oversight of stated firm activities. For any items that qualify as either advertising or sales literature, any such items that are distributed to 10 or more individuals need not include the retention of a list (names and addresses) of any such recipients as long as the recipients do not appear on any distribution list such as a “leads list.” If any such list was used to create a distribution list for the materials, the firm must also retain a document describing the list and the source of the list.

The New York Investment Advisory Act may necessitate an advisory firm who sells to clients or prospective clients a form of investment advisory literature to submit such materials (one set) to the Department of Law’s Investment Protection Bureau on the date of the first general distribution to the investing public. Every investment adviser who publishes, gives publication to, or makes general distribution of any notice, circular, advertisement, form letter or other advertising communication for the purpose of soliciting investment advisory accounts or clients within the State of New York, whether in writing or by radio or television broadcast, to file with the Department of Law’s Investment Protection Bureau one set of each described above promptly, as is reasonably possible, but not later than five days after the advertisement, notice, circular, letter or other advertising communication has been made. The CCO will review and submit such materials as required and will keep a record of all state-filed materials as described.

1.9 Correspondence (Paper)

The CCO or designee will review and retain both incoming and outgoing correspondence related to the firm’s investment advisory activities. As earlier stated, the firm will not be required to keep unsolicited market letters and other similar communications of general public distribution not prepared by or for the firm. Also, the firm will not be required to keep incoming correspondence (bulk or junk mail) that does not involve the firm’s investment advisory business to be subject to the procedures contained in this manual.

1.10 Correspondence (Electronic Mail)

The CCO or designee will ensure that copies of incoming and outgoing electronic mail (e-mail) are retained on a secure system maintained in accordance with provisions previously cited involving electronic records. The firm will maintain a continuing record of the e-mail archiving and review system that has been in use for each reportable year, and must be able to promptly produce archived e-mail for the required reportable period upon request.

1.11 Client Complaints

A complaint is any written statement by a client or an agent acting with legal authority on behalf of a client, that alleges a grievance against the firm or one of its APs involving the activities of noted persons in connection with advice given, disposition of client funds, etc. It is the responsibility of each AP to notify the CCO of receipt of a complaint.

Any complaint received by a custodian of record from a client or the client’s legal representative that has been forwarded and received by the firm will be promptly acted upon as if the complaint was received directly from the client.

A centralized Complaint File will be maintained for all written client complaint records and firm written responses for a period of at least five years, the first two years in a readily accessible location, and will include the minimum information:

• Complainant’s name, address, and account number;
  
• Date the complaint was received;
  
• Name of each AP (if one) identified in the complaint;
  
• Description of the nature of the complaint; and
  
• Interim and final disposition of the complaint.

Such files/records and working papers are the property of the firm and are not to be maintained in paper or electronic form at a branch location, location of convenience, residence or electronic storage not owned by the firm. Branch personnel are to refer legal and/or regulatory inquiries involving such records to the CCO for response.

The CCO will ensure client complaints are reviewed and responded promptly in writing. The CCO will be responsible for initialing the written or printed electronic complaint, and signing the response as evidence of such review. The CCO will keep record of incoming written complaints along with a record of the disposition of the complaint. The CCO will also determine if certain matters require submission with an outside party (e.g., broker/dealer, insurance agency, etc.) having oversight of stated firm or associated person activities.

1.12 Regulatory or Legal Agent Requests for Information

The CCO will ensure the firm promptly responds to all requests or reports from regulatory authorities or a client’s legal agent, and will ensure the firm creates and maintains a working file and all supporting documentation related to the handling and resolution of such requests. All records provided in an official request, whether during an examination/legal process or otherwise, will be coordinated through the CCO and recorded as they are received or disseminated. All pertinent documents and responses will be maintained by the firm in a Legal/Regulatory Action file for record.

1.13 Branch Office Contact Persons

The CCO will ensure that the firm maintains a record that identifies each office location of the firm listing all individuals by name or title at that location. Noted on the Associated Persons List and/or the appendices will be an identifier of the individual(s) who, without delay, can explain the types of records maintained at that office and the information contained in such records (i.e., “Records Explainer”).

1.14 Gifts and Political Contributions Policy

1.14.1 Gifts

Gifts that are given to or received from others in conjunction with firm business are subject to certain limitations and are authorized at the CCO’s discretion. Other than those excluded below, the CCO will be notified, in writing, of business gifts and gratuities received. Notification will normally be provided to the firm in advance of giving a gift to a client or prospective client. Gifts should not exceed $100 per annum per client. A record will be maintained by the CCO for all gifts received from or provided to clients, vendors, etc.

Gifts are prohibited when given for the purpose of influencing or rewarding the action of a person in connection with the publication of information which has or is intended to have an effect upon the market price of any security. APs may not solicit gifts from clients or other persons with business dealings with the firm; nor are they permitted to accept gifts from current vendors or those seeking future business without the written approval of the CCO. This policy does not include customary business lunches or entertainment; promotional items (i.e., shirts, pens, etc.) or gifts of a nominal amount.

1.14.2 Political Contributions

The firm itself does not engage in direct or indirect political contributions. Any political contributions for or by the firm or anyone associated with the firm in a solicitation capacity is strictly prohibited. The firm’s policy is not designed to disallow personnel from engaging in their right of free speech but does place certain contribution level restrictions pursuant investment adviser regulation. The firm will be guided by Rule 206(4)-5 of the Investment Advisers Act with respect to political contributions, as well as adhering to state and local regulations, and current contribution limits, with respect to political contributions.

The firm permits individuals to make aggregate contributions up to $350, per election, to an elected official or candidate for whom the individual is entitled to vote and up to $150, per election, to an elected official or candidate for whom the individual is not entitled to vote. These de minimis exceptions are available only for contributions by individual covered associates, not the firm. Under both exceptions, primary and general elections would be considered separate elections. APs are obligated to promptly inform the firm of any political contribution as they occur.

The firm will maintain a record of contributions made by covered associates to government officials (including candidates), and of payments to state or local political parties and PACs. These records of contributions and payments will be listed in chronological order, identifying each employee-contributor (including their title, business and residential address) and recipient, the amounts and dates of each contribution or payment and whether a contribution was subject to Rule 206(4)-5’s exception for certain returned contributions. The CCO will ensure associates no less than annually attest to their obligation and accuracy of reporting any political contribution to the firm. The CCO will maintain a Political Contributions record for five years following each reportable year.