ASPEN GROVE CAPITAL, LLC

Aspen Grove Capital, LLC 90 Benchmark Road, Suite 201 P.O. Box 9389 Avon, CO 81620 (970) 688-4188 jkirwood@aspengrovellc.com www.aspengrovellc.com March 28, 2025 This brochure provides information about the qualifications and business practices of Aspen Grove Capital, LLC. If you have any questions about the contents of this brochure, please contact us at the telephone number and/or e-mail address above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. Aspen Grove Capital, LLC is a registered investment advisor. Registration of an investment advisor does not imply any level of skill or training. The verbal and written communications of an investment adviser provide you with information you need to determine whether to hire or retain the advisor. Additional information about Aspen Grove Capital, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. 1  ITEM 2: MATERIAL CHANGES Since our last annual update on March 29, 2024, Aspen Grove Capital, LLC has amended Item 8 of this Brochure to include specific material risks for certain investment types. Client portfolio investments involve risk of loss of all or a substantial amount of the clients’ investment that clients should be prepared to bear. These risks include, but are not limited to, general economic and market risks; risks related to engaging Independent Managers; and risks related to particular trading strategies. Examples of some of these material risks are discussed In Item 8. Clients should always review the prospectus or other offering documents, including Independent Managers’ disclosures, for a description of any investment strategy and risks applicable to the underlying portfolio. 2  TABLE OF CONTENTS Item 4: Advisory Business .................................................................................................................................... 4 Item 5: Fees and Compensation .......................................................................................................................... 5 Item 6: Performance-Based Fees and Side-By-Side Management ...................................................................... 7 Item 7: Types of Clients ....................................................................................................................................... 7 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................................................ 8 Item 9: Disciplinary Information........................................................................................................................ 13 Item 10: Other Financial Industry Activities and Affiliations............................................................................. 13 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...................... 13 Item 12: Brokerage Practices ............................................................................................................................ 14 Item 13: Review of Accounts ............................................................................................................................. 16 Item 14: Client Referrals and Other Compensation .......................................................................................... 16 Item 15: Custody ............................................................................................................................................... 16 Item 16: Investment Discretion ......................................................................................................................... 18 Item 17: Voting Client Securities ....................................................................................................................... 18 Item 18: Financial Information .......................................................................................................................... 18 3  ITEM 4: ADVISORY BUSINESS Aspen Grove Capital, LLC (referred to as “we,” “our,” “us,” or “Aspen Grove”) was formed in March 2011. Our principal owner is Jeffrey C. Kirwood. Family Office Services Aspen Grove offers customized investment strategies and financial planning designed to meet the specific needs of each client. Generally, our client relationships are guided by an investment policy for each client. The investment policy is highly customized and aligned to each client’s risk appetite, lifestyle needs and long-term wealth creation and wealth transfer goals. Aspen Grove allocates (and/or recommends that the client allocate) a portion of a client’s investment assets among unaffiliated investment managers (“Independent Manager(s)”) in accordance with the client’s investment policy. In addition, Aspen Grove monitors and facilitates the subscription, redemption, and cash flow processes, such as capital gains or dividends, with regards to client assets invested in alternative investments advised by Aspen Grove and Independent Managers. Clients pay fixed fees for this service as described in Item 5. If requested by the client, Aspen Grove also provides bill payment and the coordination of professional and other services (i.e., legal, tax, insurance, home repair, public relations). Asset Management Services In addition, Aspen Grove offers asset-based fee services for clients who do not utilize Aspen Grove’s full family office services including bill paying, Independent Manager selection, financial planning, and coordination of professional and other services. In these circumstances, Aspen Grove selects and manages exchange-traded securities and bonds. Clients may impose restrictions on the investments we make. Private Funds Aspen Grove is the investment advisor to two (2) private fund of funds (“Private Funds”), pooled funds that invest in other private equity or alternative funds. This allows clients to invest with investment managers whose funds will be closed from time to time to new investors or that otherwise typically place stringent restrictions on the minimum investment requirements that these investment managers typically would impose. Private Funds advised by Aspen Grove are not offered or sold to the public. They are accessible only to our clients who are “Accredited Investors” as defined in Regulation D under the Securities Act of 1933 who receive an operating agreement issued by the Private Fund and who ultimately become parties to the agreement governing the operations of the Private Fund. The terms and conditions for participation in each Private Fund, including expenses, conflicts of interest and risk factors, are set forth in the respective Private Fund’s offering documents. 4  IRA Rollover Recommendations For purposes of complying with the U.S. Department of Labor’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, Aspen Grove is providing the following acknowledgment to clients. When Aspen Grove provides investment advice to clients regarding retirement plan accounts or individual retirement accounts, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way Aspen Grove generates revenue creates some conflicts with client interests, so we operate under a special rule that requires Aspen Grove to act in clients’ best interest and not put our interest ahead of yours. Under this special rule’s provisions, Aspen Grove must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • 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. As a registered investment advisor subject to Section 206 of The Investment Advisers Act of 1940, Aspen Grove acts as a fiduciary related to the conduct of its investment advisory services. As such Aspen Grove has an obligation to act in the best interests of its clients guided by the fiduciary duties of loyalty and care. Assets under management As of 12/31/2024, we were actively managing $4,755,107,056 of clients’ assets on a discretionary basis and $1,046,457,419 on a non-discretionary basis. The total amount of regulatory assets under management were $5,801,564,475. ITEM 5: FEES AND COMPENSATION Family Office Services - Fixed Fee Fixed Fees for family office services generally range from $50,000 to $1,000,000 per year and are negotiated with the client. Fixed Fees are based on the level of services to be offered to the client and can be billed quarterly or semi-annually. Fixed Fees are billed both in advance and in arrears. The terms and conditions of the services provided, and fees charged are agreed upon in writing by both the client and Aspen Grove and described in the advisory agreement. Once the client has chosen the preferred fee structure, fees will be determined based on the services to be offered to the client. 5  A client may authorize its custodian(s) to deduct fees when due or may pay Aspen Grove by check or electronic fund transfer. Clients will be provided with a statement, at least quarterly, from the custodian reflecting a deduction of the fee. Clients are urged to also review statements provided by the custodian, as the custodian does not perform a verification of fees. It is the client’s responsibility, and we encourage you to verify this calculation. Asset Management Services – Asset Based Fee Asset Management Services Client’s, pay Aspen Grove a management fee (“Management Fee”) based on a percentage of assets under management, as valued by the custodian or Independent Manager. These Management Fees range from .60%-.90% of assets under management and are payable quarterly in advance. Certain accounts and/or assets may be excluded from the Management Fee. Management Fees are deducted directly from a client’s account. Clients are provided with a statement, at least quarterly, from the custodian reflecting a deduction of the Management Fee. Clients are urged to also review statements provided by the custodian, as the custodian does not perform a verification of Management Fees. Clients provide written authorization permitting Management Fees to be deducted and paid directly from their account[s] held by the custodian as part of the account forms provided by the custodian. Clients may terminate the advisory relationship by providing written notice to Aspen Grove. We will prorate the Fixed Fees earned through the termination date and send the client an invoice for the Fixed Fee due. In the case of Fixed or Management Fees billed in advance, we will prorate the fees earned through the termination date and send the client a reimbursement for the Fixed or Management Fees overpaid in advance. However, should the client terminate the agreement within five (5) business days of signing the contract, a full refund of any prepaid fees will be given. All fees may be negotiable at the discretion of the adviser, in certain circumstances. Other Costs Involved In addition to our Fixed or Management Fees, the client is responsible for paying other fees and expenses associated with their account. These fees and expenses may include, but are not limited to: Independent Manager fees; • • mutual fund loads, if applicable. These charges are paid to brokers as a form of commission; • management fees for ETFs (as defined in Item 8) and mutual funds. These are fees charged by the managers of the ETF or mutual fund and are a portion of the expenses of the ETF or mutual fund; • management fees charged by managers of underlying investments, such as, hedge funds, private equity funds or real estate; custodial fees, brokerage commissions, transaction fees, and other maintenance fees charged by the • Private Fund expenses; • 6  custodian and/or executing broker; reporting fees; and • • accounting and legal fees including certain tax and audit fees. Aside from the Fixed or Management Fees, Aspen Grove does not receive compensation related to the sale of clients’ securities or other investment products. Additional information about brokerage costs and services is provided in “Item 12: Brokerage Practices.” Private Fund Fees Aspen Grove does not charge fees to its clients invested in the Private Funds. Clients invested in Private Funds are responsible for paying the investment management fee of the Independent Manager(s) engaged by each Private Fund to manage the Private Fund’s assets. These fees will differ among Independent Managers and are subject to negotiation by Aspen Grove. The fees of Independent Managers retained by the Private Funds are paid as an expense of the Private Fund and therefore, are reflected in the net asset value of the Private Fund client’s capital account. Private Fund Expenses Generally, each client invested in the Private Funds will be charged a percentage of expenses borne by the Private Funds equal to one (1) divided by the total number of investors. The Private Funds bear all costs and expenses directly or indirectly related to their investments and operations, including, but not limited to, (i) any out-of-pocket expenses related to making, holding and monitoring the Private Fund investment; (ii) any extraordinary expenses (e.g., expenses related to litigation and indemnification); (iii) any research and due diligence expenses, interest on borrowed money, financing and brokerage fees and expenses; (iv) any expenses due to the Private Fund tax returns and Schedules K-1, custodial, legal and insurance expenses, regulatory filing expenses, any taxes, fees or other governmental charges levied against the Private Fund; (v) any attorneys’, accountants’ or consultants’ fees and disbursements incurred for and on behalf of the Private Fund; (vi) any regulatory expenses (and damages); (vii) any expenses related to insurance; (viii) any expenses incurred in connection with the winding up or liquidation of the Private Fund; (ix) organizational and offering expenses of the Private Fund; and (x) any expenses incurred in connection with the distributions to the investors and in connection with any meetings of the investors. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT We do not charge performance-based fees. ITEM 7: TYPES OF CLIENTS Our clients are high-net-worth individuals and families as well as entities such as companies, trusts, and charitable organizations associated with Aspen Grove’s clients and the Private Funds our clients invest in. Generally, we require that clients maintain a minimum of $100 million under management with us. However, we may waive that minimum at our sole discretion. 7  ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis Aspen Grove’s investment strategies are based on fundamental research, rigorous due diligence, and risk mitigation. We invest across a broad variety of asset classes, including mutual funds and ETFs, individual fixed income securities, separately managed accounts managed by Independent Managers, and alternative investments. Aspen Grove designs a personalized investment policy based on a client’s time horizon, risk tolerance, and other client criteria and then selects specific investments for each asset class. Portfolios are reviewed at least once per quarter. When the Aspen Grove Investment Committee determines that a change is warranted due to changes in the economic environment, perceived risks or a client’s individual situation, Aspen Grove will make changes to the percentage of assets that are allocated to each asset class. Aspen Grove allocates a portion of a client’s investment assets among Independent Manager(s) in accordance with the client’s investment policy. In such situations, the Independent Manager(s) shall have day-to-day responsibility for the active discretionary management of the allocated assets. Client funds will ultimately be invested by the adviser(s) selected to manage the client account. As such, client accounts are subject to the methods of analysis used by such Independent Manager(s). Aspen Grove shall continue to render investment advisory services to the client related to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. We do not receive any direct or indirect compensation from Independent Manager(s). If granted discretionary authority, as further described in Item 16, Aspen Grove has the authority to hire and fire these other advisers on behalf of its clients. Aspen Grove generally considers the following factors when considering its recommendation to allocate investment assets to Independent Manager(s): the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fee charged by the Independent Manager(s) is separate from, and in addition to, Aspen Grove’s Fixed Fee disclosed at Item 5. Aspen Grove monitors recommended investments and Independent Managers on an ongoing basis for changes in risk and performance. If the Aspen Grove Investment Committee determines that an investment is no longer in a clients’ best interests due to poor performance, unacceptable changes in how the fund is managed, such as departure of the fund manager, or changes in investment strategy due to market risks or opportunities, an investment or Independent Manager may be removed from client portfolios. Material Risks Client portfolio investments involve risk of loss of all or a substantial amount of the clients’ investment that clients should be prepared to bear. These risks include, but are not limited to, general economic and market risks; risks related to engaging Independent Managers, third-party portfolio managers and certain investment vehicles; and risks related to particular trading strategies. Examples of some of these material risks are discussed below. Clients should always review the prospectus or other offering documents, including Independent Managers’ disclosures, for a description of any investment strategy and risks applicable to the underlying portfolio. 8  Selection of Independent Managers The use of Independent Managers in investment programs involves additional risks. The success of the Independent Manager depends on the capabilities of its investment management personnel and infrastructure, all of which may be adversely impacted by the departure of key personnel and other events. The future results of the Independent Manager may differ significantly from the Independent Manager’s past performance. While Aspen Grove intends to employ reasonable diligence in evaluating and monitoring Independent Managers, no amount of diligence can eliminate the possibility that an Independent Manager may provide misleading, incomplete or false information or representations, or engage in improper or fraudulent conduct, including unauthorized changes in investment strategy, insider trading, misappropriation of assets and unsupportable valuations of portfolio securities. Alternative Investments Alternative investment products, including real estate investments, hedge funds and private equity, involve a high degree of risk, often engage in leveraging and other speculative investment practices that may increase the risk of investment loss, can be highly illiquid, are not required to provide periodic pricing or valuation information to investors, may involve complex tax structures and delays in distributing important tax information, are not subject to the same regulatory requirements as mutual funds, often charge high fees which may offset any trading profits, and in many cases the underlying investments are not transparent and are known only to the investment manager. Alternative investment performance can be volatile. An investor could lose all or a substantial amount of his or her investment. There is often no secondary market for an investor’s interest in alternative investments, and none is expected to develop. There may be restrictions on transferring interests in any alternative investment. Equity Risk Investments in equity securities generally involve a high degree of risk. An investor could lose all or a substantial amount of his or her investment. Prices are volatile and market movements are difficult to predict. These price movements may result from factors affecting individual companies or industries. Price changes may be temporary or last for extended periods. In addition to, or in spite of, the impact of movements in the overall stock market, the value of investments may decline if the particular investments within the portfolio do not perform well in the market. Prices of growth stocks may be more sensitive to changes in current or expected earnings than prices of other stocks. Prices of stocks may fall or fail to appreciate regardless of movements in the general securities markets. Market Risk The success of client portfolio investments will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, commodity prices, economic uncertainty, changes in laws, trade barrier, currency fluctuations and controls, and national and international political circumstances. These factors may affect the level of volatility of securities prices and the liquidity of investments in client portfolios. Such volatility or illiquidity could impair profitability or result in losses to client portfolio investments. 9  Extraordinary Events Global terrorist activity and United States involvement in armed conflict may negatively affect general economic fortunes, including sales, profits, and production, and may lead to depressed securities prices and problems with trading facilities and infrastructure. Such events could impair profitability or result in losses to client portfolio investments. Fixed Income Risks Investments in fixed income securities represent numerous risks such as credit, interest rate, reinvestment, and prepayment risk, all of which affect their price (i.e., value). These risks represent the potential for a large amount of price volatility. In general, securities with longer maturities are more sensitive to price changes. Additionally, the prices of high yield, fixed income securities fluctuate more than investment grade debt. Prices are especially sensitive to developments affecting the company’s business and to changes in the ratings assigned by rating agencies. Prices are often closely linked with the company’s stock prices. High yield securities can experience sudden and sharp price swings due to changes in economic conditions, stock market activity, large sales by major investors, default, or other factors. Developments in the credit market may have a substantial impact on the companies we may invest in and will affect the success of such investments. In the event of a default, the investment may suffer a partial or total loss. Mutual Fund Investments Investments in open-end as well as closed-end mutual funds generally involve the payment of duplicative fees through the indirect payment of a portion of the expenses, including advisory fees, of such mutual funds. Investments in mutual funds will be valued at the net asset values provided by those funds (which may in certain circumstances be unaudited valuations). Such investments increase the amount of fees paid by our clients. The value of a mutual fund can change based on the performance of the underlying investments. Exchange-Traded Funds Exchange-traded funds ("ETFs") are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF's expenses, including management fees. Accordingly, in addition to bearing their proportionate share of expenses (e.g., Management Fees and operating expenses), clients will also indirectly bear similar expenses of an ETF. Futures/Commodities Trading commodities and commodity interests (e.g., futures contracts on commodities, securities indices or currencies) are highly speculative and may entail risks that are greater than the risks associated with 10  investing in securities. Prices of commodity interests are generally more volatile than prices of securities. Futures trading will have effects on a client’s portfolio investments similar to the effects of leverage. Clients may be exposed to market price fluctuations of securities or commodity interests underlying futures (or options on futures), while investing only a small percentage of the value of those underlying securities or commodity interests. A futures position for a client may be opened by placing with a futures commission merchant an initial margin that is small relative to the value of the futures contract, making the transaction “leveraged.” If the market moves against the client’s position or margin levels are increased, the client may be called upon to pay substantial additional funds on short notice to maintain its position. If the Client were to fail to make such payments, its position could be liquidated at a loss, and the client would be liable for any resulting deficit in its account. Futures positions may be illiquid because, among other things, most commodity exchanges limit fluctuations in certain futures contract prices during a single day. Once the price of a contract for a particular future has increased or decreased by an amount equal to the “daily limit,” positions can be neither taken nor liquidated unless traders are willing to effect trades at or within the limit. Such an occurrence could prevent the client from liquidating unfavorable positions and subject it to substantial losses. In addition, the client may not be able to effect futures contract trades at favorable prices if trading volume in those contracts is low. Potential Concentration Client portfolios may have highly concentrated positions in issuers engaged in one or a few industries. This increases the risk of loss relative to the market as a whole. Small Capitalization Companies A substantial portion of assets may be invested in smaller and less established companies. Both debt and equity securities of such issuers tend to be more volatile than larger, more established companies. Such volatility could adversely impact client portfolio investments. Large Company Risk Large capitalization stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies, which could adversely impact client portfolio investments. Non-U.S. Investments We may invest client portfolio investments in securities such as debt, equity, currencies, derivatives, and other securities issued by persons domiciled outside the United States. Such investments expose the portfolio to a number of risks that may not exist in the domestic market alone. Such risks include, among other things, trade balances and imbalances and related economic policies, currency exchange rate fluctuations, imposition of exchange control regulation, withholding taxes, limitations on the removal of funds or other assets, possible nationalization of assets or industries, political difficulties, and political instability in foreign nations. If risks such as the above are realized, it could adversely impact client 11  portfolio investments. Short Sales, Leverage and Derivatives Short sales, leverage and derivatives all represent substantial risks given their inherent heightened risk of loss. Leverage and derivatives imply borrowing capital. When such borrowing is deployed, losses can escalate quickly should investments suffer even small losses. Short sales involve a finite opportunity for appreciation, but a theoretically unlimited risk of loss. Short positions are also subject to experiencing a “short squeeze” (where excess demand for and limited supply of a security drive the price of the security up, which drives down the value of a short position on the security) that could lead to accelerating losses for short positions on that particular security. If such events were to occur, it could adversely impact client portfolio investments. Cyber Security Risk As the use of the internet and other technologies has become more prevalent in the course of business, certain service providers have become more susceptible to operational and financial risks associated with cyber security. Cyber security incidents can result from intentional attacks, such as obtaining unauthorized access to information systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or information, corrupting data or inciting operational disruptions. Cyber security incidents can also result from unintentional events, such as the inadvertent release of sensitive information. Any such incident with respect to Aspen Grove, any of its service providers or an issuer of securities in which Aspen Grove invests may affect business operations, potentially resulting in financial losses, privacy violations, transaction disruptions, legal and regulatory infractions and fines, reputational damage and compensation and/or additional compliance costs. Any such incident could also adversely impact client portfolio investments. There is no guarantee that any measures designed to reduce the risks associated with cyber security incidents will be effective, particularly since Aspen Grove does not directly control the cyber security defenses or plans of their service providers, financial intermediaries or the companies in which they invest or with which they do business. Effects of Health Crises and Other Catastrophic Events Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on client portfolio investments and Aspen Grove’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for client portfolio investments. In addition, under such circumstances the operations, including functions such as trading, of Aspen Grove and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. All investments involve different degrees of risk. Clients should be always aware of their risk tolerance 12  level and financial situation. We cannot guarantee the successful performance of an investment and we are expressly prohibited from guaranteeing accounts against losses arising from market conditions. Investing in securities involves the risk of loss of principal. Clients should be prepared to bear such loss. ITEM 9: DISCIPLINARY INFORMATION Registered investment advisors are required to disclose any material facts regarding any legal or disciplinary actions that would be material to a client’s evaluation of the investment advisor and each investment advisor representative providing investment advice to a client. We have no information of this type to report. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS As a registered investment advisor, we are required to disclose when we, or any of our management persons, have certain other financial industry affiliations. Aspen Grove Partners LLC is the Manager of the Private Funds. The Manager is under common control with Aspen Grove. Aspen Grove recognizes the potential conflict of interest that this affiliation presents. In order to address any potential conflicts, Aspen Grove has developed and implemented various policies and procedures with respect to employee personal trading, as well as a comprehensive compliance program administered by Aspen Grove’s Chief Compliance Officer, to ensure that all clients and Private Funds are treated fairly and equally. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Aspen Grove has adopted a Code of Ethics for all supervised persons of the Firm describing its high standards of business conduct and fiduciary duty to its clients. The Code includes provisions relating to the confidentiality of client information, a prohibition on insider trading, guidelines surrounding gifts and business entertainment, personal securities trading, conflicts of interest, among other things. All supervised persons must acknowledge the terms of the Code of Ethics initially upon hire as well as annually, or as amended. Our Code of Ethics is designed to ensure that the personal securities transactions, activities, and interests of our employees will not interfere with making decisions in the best interest of clients. Employees may maintain personal securities accounts, provided that, any personal investing by an employee in any accounts in which the employee has a beneficial interest is consistent with the Firm’s personal trading guidelines and applicable regulatory requirements. Employees of the firm may buy or sell for their personal account’s securities like those recommended to or owned by clients. Employees may invest in the Private Funds. All reportable transactions are reported to the Chief Compliance Officer in accordance with the reporting requirements outlined in the Code and personal trading is monitored to reasonably prevent conflicts of interest between Aspen Grove and its clients. 13  We will provide a copy of our Code of Ethics to any client or prospective client upon request. ITEM 12: BROKERAGE PRACTICES For certain client accounts Aspen Grove has discretion over what securities and the amount thereof to be bought and sold, the broker-dealer to be used as well as the commission rates to be paid. For other client accounts the client selects the broker-dealer and custodian for their account(s). Aspen Grove may recommend clients use the brokerage, clearing and/or custodial services of certain broker- dealers and custodians. In all cases, as discussed above, the client is responsible for all broker-dealer and custodian fees and expenses. Selection and Recommendation of Broker-Dealers In selecting or recommending broker-dealers to execute portfolio transactions, we make a good faith judgment in determining which broker-dealer would be appropriate. We take into consideration not only the available prices and rates of brokerage commissions, but also other relevant factors that may include (without limitation): • • • the execution capabilities of the broker-dealer, research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by the broker/dealer that are expected to enhance our general portfolio management capabilities, the operational facilities of the broker-dealers involved, and the quality of the overall brokerage and research services provided by the broker-dealer. • • Aspen Grove may select broker-dealers based on providing valuable services that can reasonably be expected to benefit client portfolios if such broker-dealers also can provide quality execution and custodial services. When Aspen Grove utilizes client brokerage commissions to obtain products or services, it receives a benefit because it does not have to pay for the research, products, or services. As a result, Aspen Grove has an incentive to select or recommend a broker-dealer based on its interest in receiving these products or services, rather than on its clients’ interest in receiving most favorable execution. Aspen Grove will only choose such broker-dealers when the execution complies with the principles of best execution and Aspen Grove’s analysis as described above. Aspen Grove has a relationship with broker-dealers who provide a platform of services that benefit both Aspen Grove and our clients’. Some of these products and services assist Aspen Grove in managing and administering clients’ accounts. These include software and other technology that provide access to client account data, facilitate client reporting and recordkeeping, and provide pricing information and 14  other market data. The broker-dealers also make available to Aspen Grove other services intended to help Aspen Grove manage and further develop its business. These services include accounting software platforms, billing solutions, payroll administration, information technology, regulatory compliance and marketing and assistance with back-office functions. Services received through trading or maintaining cash balances for certain client accounts through these broker-dealers may be of value to and used by other Aspen Grove clients. You should be aware that the receipt of economic benefits by us in and of itself creates a potential conflict of interest and may indirectly influence our choice of broker-dealer utilized for custody and brokerage services. Although Aspen Grove receives these services from a broker-dealer with whom trades are placed and assets are maintained on behalf of clients, there are no formal arrangements with this broker-dealer regarding receipt of services in return for commissions from trading. Aspen Grove does not participate in formal soft dollar arrangements. Aggregation of Orders Our objective in order execution is to act fairly, impartially, and to take all reasonable steps to obtain the best execution for our clients. Aspen Grove may or may not aggregate security trades with other accounts managed by Aspen Grove. Aspen Grove is authorized in its discretion to aggregate purchases and sales and other transactions in the same or similar securities or instruments of the same issuer or counterparty for clients of Aspen Grove. When transactions are aggregated, the actual prices applicable to the aggregated transactions will be averaged, and each client will be deemed to have purchased or sold its proportionate share of the instruments involved at the average price obtained. From time to time, Aspen Grove invests in shares of initial public offerings (“IPOs”) for certain clients. The opportunity to invest in IPOs can be limited by lack of available number of shares issued under the offer. When we do not receive an adequate allocation, we are not able to distribute the IPO shares across all participating accounts, which could create a conflict of interest. To address this conflict of interest, when we are not allocated the full number of shares of an IPO we requested, the participating accounts receive shares on a pro-rata basis. For any clients that did not participate in an IPO, Aspen Grove may purchase shares in the aftermarket, which may occur at higher prices than the initial offering price, but only if Aspen Grove has determined that the purchase is appropriate for those clients. Aspen Grove acknowledges its fiduciary duty to act in the best interest of the client. Directed Brokerage Clients may instruct us to execute any or all securities transactions for their account with or through one or more broker-dealers designated by the client. In these cases, the client is responsible for negotiating the terms and conditions (including, but not limited to, commission rates) relating to all services to be provided by the broker-dealers and the client is satisfied with the terms and conditions. We have no responsibility for obtaining the best prices or any commission rates for transactions with or through the broker/dealer in these situations. The client recognizes that they may not obtain rates as low as they may otherwise obtain if we had discretion to select broker/dealers other than those chosen by the client. If a client would 15  like us to cease executing transactions with or through the designated broker/dealer clients must notify us in writing. ITEM 13: REVIEW OF ACCOUNTS On at least a quarterly basis, we provide clients with aggregated reporting and performance tracking across all assets and accounts. We aggregate all client custodian accounts, brokerage and bank statements, alternative investment statements, tax filings, and personal financial statements. All client accounts and Private Funds are reviewed by Aspen Grove’s Investment Committee on an ongoing basis. Clients are provided with transaction confirmation notices and regular summary account statements (“reports”) directly from the broker-dealer, custodian and/or other financial institution that has custody of their assets. Should there be a discrepancy between a report issued by Aspen Grove and a report issued by another financial institution, the report issued by the financial institution supersedes that of Aspen Grove. Clients are advised to review the reports to monitor their investments. Investors in the Private Funds will receive tax reports and audited financial statements concerning their respective Private Funds within 180 days of the end of the Private Fund’s fiscal year. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Aspen Grove does not compensate any third party for client referrals. ITEM 15: CUSTODY Custody is broadly defined as an investment advisory firm, its related entities, and/or its personnel holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. Although we do not maintain physical custody of client assets, we are deemed to have custody due to our authority to obtain possession of them. We protect client assets by requiring that clients use a “qualified custodian” that sends clients account statements at least quarterly. Further, we request that clients review our reports regularly and compare them to the statements they receive from their account custodian. If clients find discrepancies, they should notify us and the custodian. We have custody of client assets to the extent that we have the authority to instruct their account custodian to deduct our fee directly from their account. This fee deduction is reported to clients quarterly in the statements they receive from their custodian and Aspen Grove, and clients should contact us if they have any question about the accuracy of the fee calculation. Aspen Grove engages in arrangements under which we are authorized or permitted to transfer, withdraw and/or obtain possession of client funds or securities. Jeffrey Kirwood and Richard Geisman serve as Trustee, Co-Trustee, or Officer for certain clients and their entities. Jeffrey Kirwood and Richard Geisman have been granted power of attorney and executor for certain client accounts. Additionally, Aspen Grove provides bill-paying services for clients and, therefore, is authorized to withdraw funds or securities from 16  the client’s account. Based on these relationships, in accordance with the custody rule, Aspen Grove is deemed to have custody of client assets. As a result, these accounts are subject to an annual surprise examination by an independent public accountant. Aspen Grove has engaged an accounting firm to conduct an annual surprise audit in compliance with Rule 206(4)-2 which is registered with the Public Company Account Oversight Board (PCAOB) and subject to inspection. From time to time, Aspen Grove may receive standing letters of authorization from a client ("SLOA") whereby the client instructs its custodian to accept instruction from Aspen Grove to direct funds from the client’s account to specific accounts of the client ("First Party SLOA") or to third parties unrelated to Aspen Grove ("Third Party SLOA"). Aspen Grove will review each SLOA prior to acceptance to ensure it meets these requirements. It will also periodically review the SLOAs it has from clients to ensure it meets these criteria. First Party Standing Letters of Authorization. Under applicable SEC guidance, Aspen Grove may accept First Party SLOAs without being deemed to have custody if the First Party SLOAs meet the following criteria: (a) It is authorized by the client (b) A copy of the authorization is provided to the qualified custodians (c) It clearly specifies the name and account numbers (including ABA routing numbers) on the sending and receiving accounts and the qualified custodian holding each of those accounts (d) It identifies the accounts as belonging to the client. Third-Party Standing Letters of Authorization. In the case of Third-Party SLOAs, Aspen Grove may be deemed to have custody of such client's funds. Under applicable SEC guidance, Aspen Grove may accept such custody without the requirement to obtain an annual surprise audit examination if the SLOAs meet the criteria set forth below. a) The client provides instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. b) The client authorizes PWM, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. c) The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. d) The client has the ability to terminate or change the instruction to the client’s qualified custodian. e) Aspen Grove has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. f) Aspen Grove maintains records showing that the third party is not a related party of the investment advisor or located at the same address as the investment advisor. g) The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. As the investment manager with an affiliated Manager of the Private Funds, Aspen Grove has access to cash and securities in the Private Funds, along with the authority to perform various acts that result in 17  custody. Private Fund assets are held in accounts maintained with qualified custodians. The Private Funds are audited annually in accordance with GAAP by an independent public accounting firm that is registered with, and subject to regular inspection by the PCAOB. As a fund of funds, Aspen Grove will ensure copies of the audited financial statements are independently distributed to each investor within 180 days of each Private Fund’s fiscal year end. ITEM 16: INVESTMENT DISCRETION We offer discretionary and non-discretionary advisory services. Under our discretionary services, the client appoints Aspen Grove discretionary trading authority to purchase, sell or otherwise effect investment transactions and to engage and terminate, Independent Managers. Clients may grant us discretionary authority by completing any of the following items: • Signing a contract with us that provides a limited power of attorney for us to place trades on their behalf. Any limitations to the trading authorization will be added to this agreement. • Any other written agreement that grants us legal rights to exercise discretion, such as a power of attorney document, trustee agreement, or investment management agreement. • Provide us with discretionary authority on the new account forms that are submitted to the broker/dealer acting as custodian for their account(s). Aspen Grove has full discretionary authority over the Private Funds. Discretion is exercised in a manner consistent with the investment objectives and strategies described in the Private Fund operating agreements. We also offer non-discretionary advisory services. If clients elect to engage us to manage assets on a non-discretionary basis, we will contact clients before we arrange the purchase and sale of any securities we have recommended. Clients may place restrictions on the investments we make, including specific sectors or securities. ITEM 17: VOTING CLIENT SECURITIES We do not vote proxies for securities held in clients’ accounts or the Private Funds. Clients should receive proxy material directly from their account custodian by either email or U.S. mail. Clients may address questions concerning a proxy matter to Aspen Grove personnel via email or phone. ITEM 18: FINANCIAL INFORMATION We do not require or solicit the pre-payment of Fixed or Management Fees six months or more in advance. We have never filed for bankruptcy and are not aware of any financial conditions that are reasonably likely to impair our ability to meet our contractual obligations to clients. 18