BNY MELLON ADVISORS, INC.

Item 1 Cover Page BNY Mellon Advisors, Inc. 1800 American Blvd. Suite 300 – Pod D Pennington, NJ 08534 (800) 200-3033, Option 3 https://www.bny.com/pershing/us/en/solutions/advisory- solutions/investment-advisory-services-and-research.html Form ADV Part 2A, Appendix 1 Managed360® Program Wrap Fee Program Brochure (as of March 31, 2025) This Wrap Fee Program Brochure (“Brochure”) provides information about the qualifications and business practices of BNY Mellon Advisors, Inc. (“BNYA”), formerly known as Lockwood Advisors, Inc. (“Lockwood”). If you have any questions about the contents of this Brochure, please contact us at (800) 200-3033, Option 3. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about BNYA is available on the SEC’s website at www.adviserinfo.sec.gov. BNYA is a registered investment adviser with the SEC. SEC registration neither implies nor asserts that the SEC nor any state securities authority has approved or endorsed BNYA or the contents of this disclosure. In addition, SEC registration does not imply a certain level of skill or training.  Item 2 Material Changes Following is a summary of material changes since the last annual update of this Brochure, dated March 29, 2024: • The names of BNYA’s Proprietary Products (as defined in Item 4.A) were updated throughout this Brochure to remove reference to “Mellon.” • Exhibits A and D were updated to include portfolios manager trade away data through year-end 2024. • Item 4.D.4 was updated to reflect the waiver of BNYA’s advisory and sponsor fees, as well as describe the inclusion of Proprietary Funds, in the BNY Target Risk Portfolios. • Item 6.F was updated to describe conflicts of interest inherent in including Proprietary Funds in BNYA Managed Products. • Item 6.G was updated to reflect the removal of diversity, equity and inclusion models and ESG models from the BNY Target Risk Focus Portfolios product. • Item 6.G was further updated to state that the BNY Target Risk Portfolios models include Proprietary Funds. • Item 9.C was updated to describe how BNYA Managed Products may include Proprietary Funds and how BNYA mitigates the conflict of interest that arises in such cases. • Exhibits A and D were updated to include portfolios manager trade away data through second quarter 2024. 2  Item 3 Table of Contents Item 1 Cover Page ................................................................................................................................. 1 Item 2 Material Changes ........................................................................................................................ 2 Item 3 Table of Contents ....................................................................................................................... 3 Item 4 Services, Fees and Compensation .............................................................................................. 6 A. About BNY Mellon Advisors, Inc. ............................................................................................ 6 B. The Consultant ........................................................................................................................... 9 C. Broker....................................................................................................................................... 10 D. Products and Services............................................................................................................... 10 E. Additional Fee Information ...................................................................................................... 35 F. Other Fees ................................................................................................................................ 38 G. Affiliate Compensation ............................................................................................................ 40 H. Sweep Options ......................................................................................................................... 41 I. Class Actions and Other Litigation ......................................................................................... 41 J. Review of Consultant Fees Exceeding 2% and Total Fees Exceeding 3% ............................. 41 Item 5 Account Requirements and Types of Clients ........................................................................... 42 A. Types of Clients ....................................................................................................................... 42 B. General Requirements .............................................................................................................. 42 C. Account Minimum Requirements ............................................................................................ 44 Item 6 Portfolio Manager Selection and Evaluation ............................................................................ 45 A. Portfolio Manager and Model Selection by You and Your Consultant .................................... 45 B. BNYA as Sponsor .................................................................................................................... 46 C. BNYA as Money Manager ....................................................................................................... 47 D. Portfolio Manager or Third Party Model Provider Termination .............................................. 47 E. Performance Standards ............................................................................................................. 48 3  F. Potential Conflicts of Interest Relating to BNYA Managed Products ..................................... 49 G. BNYA as Portfolio Manager: Methods of Analysis, Investment Strategies and Risk of Loss51 H. Brokerage Practices .................................................................................................................. 66 I. BNYA Managed Client Account Customization ..................................................................... 70 J. Client Restrictions .................................................................................................................... 70 K. Differences in Wrap and Non-Wrap Services .......................................................................... 70 L. BNYA Performance Fee and Side-by-Side Management Disclosure ...................................... 70 M. Voting Client Securities by Portfolio Managers or by BNYA ................................................. 71 N. Cybersecurity Risk ................................................................................................................... 74 Item 7 Client Information Provided to Portfolio Managers ................................................................. 75 Item 8 Client Contact with Portfolio Managers ................................................................................... 75 Item 9 Additional Information ............................................................................................................. 75 A. Disciplinary Information .......................................................................................................... 75 B. Other Financial Industry Activities .......................................................................................... 77 C. Financial Industry Affiliations ................................................................................................. 77 D. Other Relationships .................................................................................................................. 80 E. Participation or Interest in Client Transactions ........................................................................ 81 F. Marketing Activities ................................................................................................................. 81 G. Compliance Plan ...................................................................................................................... 82 H. Codes of Ethics and Personal Trading ..................................................................................... 83 I. Review of Accounts and Account Rebalancing ....................................................................... 84 J. Client Reporting ....................................................................................................................... 85 K. Custody .................................................................................................................................... 85 L. Referral Fee Payments ............................................................................................................. 85 M. Platform Support Arrangements ............................................................................................... 86 N. Other Wrap Programs and Other Services ............................................................................... 86 4  O. Privacy Policy .......................................................................................................................... 87 P. Business Continuity ................................................................................................................. 87 Q. Error Correction ....................................................................................................................... 87 R. Risk Council ............................................................................................................................. 87 Schedule of Separately Managed Account Portfolio Managers……....................................... EXHIBIT A Schedule of Third Party Model Providers and Models Available as Third Party Strategists and for the Flexible UMA………………………………....…................................................ EXHIBIT B Risks Associated with Certain Investments ………………………………………….............EXHIBIT C Frequently Asked Questions Regarding “Trading Away” and “Step Out” Transactions for Wrap Account Clients...................................................................................................................... EXHIBIT D BNY Mellon Advisors, Inc. Privacy Policy ............................................................................EXHIBIT E BNY Mellon Advisors, Inc. EMEA Privacy Notice ............................................................... EXHIBIT F BNY Mellon Advisors, Inc. ERISA Section 408(b)(2) Disclosure .........................................EXHIBIT G Compensation Paid to Pershing Advisor Solutions and Pershing by Third Parties................EXHIBIT H 5  Item 4 Services, Fees and Compensation A. About BNY Mellon Advisors, Inc. BNY Mellon Advisors, Inc. (“BNYA”), formerly known as Lockwood Advisors, Inc. (“Lockwood”), is a corporation organized in 1995 under the laws of the state of Delaware and opened for business in the summer of 1996. BNYA is registered with the SEC as an investment adviser and is a wholly owned subsidiary of MBC Investments Corporation (“MBCIC”), which in turn is a wholly owned subsidiary of BNY Mellon IHC, LLC (“BNYIHC”). BNYIHC is a wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), a publicly-owned company. Between September 30, 2002 and January 1, 2024, BNYA was wholly owned by Pershing Group, LLC; on January 1, 2024, an internal reorganization resulted in a change in the intermediate corporate ownership. Despite this reorganization, the ultimate ownership as well as management and the policies and procedures which govern BNYA’s ownership have not changed. BNYA does not have any offices located outside of the United States. BNY Advisors is the brand name under which BNYA conducts its investment advisory business. BNYA provides access to individual portfolio managers (“Portfolio Managers”) and investment advisory and discretionary services to broker-dealers, registered investment advisers, and other financial intermediaries (“Firms” or “Firm” in the singular) which, in turn, provide investment advice and consulting services to their clients (“Clients”). Client level advice is generally performed by an employee, agent, affiliate or other delegated persons of a Firm (collectively, “Consultants”). BNYA may accept certain non-U.S. clients, in its sole discretion, in accordance with all applicable laws, however the only offering currently available to non-US residents is the BNY Target Risk Offshore Portfolios. An affiliate of BNYA, Pershing LLC (“Pershing”) is a SEC registered broker-dealer that is a member of the Financial Industry Regulatory Authority (“FINRA”), the Securities Investor Protection Corporation (“SIPC”) and the New York Stock Exchange (“NYSE”), and provides clearing and custody services for the BNYM program described in this Brochure. Another affiliate of BNYA, Pershing Advisor Solutions LLC (“Pershing Advisor Solutions”), is a SEC registered broker-dealer that is a member of FINRA and SIPC, and provides retail brokerage services for certain Clients in the Managed360 Program. BNYA, Pershing and Pershing Advisor Solutions are affiliated companies, each of which is indirectly owned by BNY. BNYA’s range of investment options includes the following: • Separately Managed Accounts (“SMA”) – Researched SMA managers and open architecture SMA managers; • BNY AdvisorFlex Portfolios (formerly known as Lockwood AdvisorFlex Portfolios) – A flexible mutual fund and exchange-traded fund (“ETF”) wrap product; • BNY Target Risk Focus Portfolios (formerly known as Lockwood WealthStart® Portfolios) – A fixed mutual fund and ETF wrap product; • BNY Target Risk Portfolios (formerly known as Lockwood Asset Allocation Portfolios) – A fixed mutual fund and ETF wrap product; 6  • BNY/American Funds Core Portfolios (formerly known as Lockwood/American Funds Core Portfolios) – A fixed mutual fund and ETF wrap product constructed using American Funds mutual funds; • BNY Flexible Unified Managed Account (formerly known as Lockwood Flexible Unified Managed Account) – A flexible unified managed account (“UMA”) wrap product; • BNY Advisors Third-Party Strategists Offering (formerly known as Third-Party Strategists) – Open architecture mutual fund and ETF models; • BNY Target Retirement Date Portfolios – A multi-discipline mutual fund and ETF wrap account product in which asset class/style allocations shift to a more conservative profile over time to seek to reduce risk as the applicable target retirement date approaches; • BNY Precision Direct IndexingSM S&P 500® – Customized portfolios constructed using equity securities that track a target benchmark (i.e., the S&P 500); and • BNY Target Risk Offshore Portfolios (formerly known as Lockwood Offshore Asset Allocation Portfolios) – A fixed mutual fund and ETF wrap product only available to non-US residents constructed using funds qualified under the European Union’s Undertakings for Collective Investment in Transferable Securities (“UCITs”). Investment options specifically made available to you may vary depending on your Firm. BNYA provides SMAs in which each account has a Portfolio Manager responsible for the day-to-day investment decisions. In most cases, the Portfolio Managers used are independent from BNYA and its affiliates. In cases where a Portfolio Manager is affiliated with BNYA, it will be designated as an affiliate. In addition, because BNYA also functions as a Portfolio Manager in certain products, BNYA, itself, is the underlying manager on some Client accounts. Unless otherwise noted, all references in the Brochure to a Portfolio Manager should be read to include BNYA’s acting as a manager with respect to the following products: BNY AdvisorFlex Portfolios, BNY Target Risk Portfolios, BNY Target Risk Offshore Portfolios, BNY Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, BNY Flexible Unified Managed Account, BNY Target Retirement Date Portfolios and the BNY Third-Party Strategists Offering. BNYA also provides investment advice to other financial intermediaries that may participate in one or more BNYA programs. In addition, BNYA provides initial and ongoing research to its affiliate, BNY Mellon Investment Servicing Trust Company, relating to mutual funds available in its Health Savings Accounts offering. This Brochure describes the Managed360 Program (the “Program”), which allows you, with the assistance of your Consultant, to select one or more third party Portfolio Managers or BNYA products where BNYA serves as manager. BNYA serves as program sponsor of the Program. In the Program, a Portfolio Manager manages your investment portfolio on a discretionary basis. BNYA imposes certain minimum eligibility criteria on the Portfolio Managers, which are described in Item 6. You will open one or more brokerage accounts (“Brokerage Accounts”) with your broker-dealer (the “Broker”), who in turn will have a relationship with Pershing where Pershing provides clearing and custody services to your Broker on a fully-disclosed basis. 7  As Program sponsor, you can expect BNYA to perform services in one or more of the following capacities: • working with your Consultant to offer investment advisory services tailored to meet your individual needs, including suggesting specific investment style allocations, certain periodic rebalancing and investment plan adjustment; • entering into an investment advisory agreement with you; • providing access to Pershing for clearing, custody, and other brokerage services; • reviewing Portfolio Managers, third party model providers (“Third Party Model Providers”) and other investment vehicles for inclusion in the program or a specific product; • providing your Consultant access to summary information and quantitative information about the Portfolio Managers and the investment styles provided by the Portfolio Managers; • acting as manager for certain discretionary proprietary managed products described below; and • providing access to model portfolios (“Models”) created by Third Party Model Providers and acting as manager with respect to such Models. In accordance with Rule 3a-4 under the Investment Company Act of 1940, as amended, BNYA may contractually delegate certain administrative services to another party. BNYA has delegated certain administrative functions to its affiliates, including the Managed Accounts division of Pershing (“Managed Accounts”), including: • providing service, operational support and training to the Consultants; • maintaining information about the Portfolio Managers’ investment styles, and making it available to the Consultants; • providing an investment proposal generation tool, web-based account setup and account maintenance tools to the Consultants; • providing account and asset reporting capabilities to the Consultants and the Firm, including access to daily and quarterly investment performance reports; • delivering BNYA’s Brochure to you annually and at the time you enter into the investment advisory agreement with BNYA; • for each Portfolio Manager selected by you, providing initial delivery of the Portfolio Manager’s Form ADV, Part 2 brochure (“Manager Brochure”); • providing fee payments to the Portfolio Managers, Third Party Model Providers and the Consultant or the Firm; and • providing support to the Portfolio Managers, which includes Portfolio Manager training, 8  daily reporting, resolution and Portfolio Manager notification regarding trading, Portfolio Manager relationship management, Portfolio Manager data set-up assistance within the applicable systems, and coordinating with Portfolio Managers when your Firm submits account requests. In some cases, the Firm serves as the Broker and, if the Broker is dually registered as an investment adviser, the investment advisory representatives of the Firm serve as the Consultants. Alternatively, the Broker may partner with a third-party registered investment adviser (“RIA”) and the investment advisory representatives of the RIA serve as Consultants. For other Firms, Pershing Advisor Solutions serves as the Broker and the Firm’s employees, agents, affiliates or other delegated persons who are investment adviser representatives serve as the Consultants. The Firm and/or the Consultant may obtain certain of the services described above, such as performance reporting and fee billing of the Consultant’s and/or Firm’s fee, from a third-party service provider instead of from Managed Accounts, and/or they may perform certain of these functions internally. Pershing Advisor Solutions may provide certain support functions to the Consultant and the Firm instead of BNYA or Managed Accounts. B. The Consultant The Consultant assists you in determining investment objectives and asset allocation and which Portfolio Managers and investment solution(s) to select to manage your account(s) in the Program. You and your Consultant are responsible for reviewing your financial situation, risk tolerance and time horizon to determine your asset allocation and investment objectives. BNYA has delegated to your Consultant and Consultant’s Firm responsibility for all applicable aspects of suitability with respect to you, including a determination of the suitability of (i) your participation in the Program, (ii) the selected Portfolio Manager, (iii) securities transactions and (iv) the applicable fees. The Consultant is also responsible for ongoing monitoring and review of each Portfolio Manager’s investment strategy and performance, your asset allocation and investment objectives and other applicable due diligence information. The Consultant is also responsible for obtaining your written authorization for certain account maintenance requests and forwarding such authorizations to the Broker, BNYA or Managed Accounts for processing. Your Consultant may give you an investment questionnaire to collect financial information from you, so he or she can assist you in establishing appropriate investment goals, objectives and an investment policy for your investment portfolio(s) (“Investment Questionnaires”). In general, once you and your Consultant determine which Program and investment choices best suit your needs, the Consultant submits the necessary paperwork to BNYA or Managed Accounts. You and BNYA enter into a client agreement which sets out the parameters of BNYA’s relationship with you (the “Client Agreement”). The Client Agreement will designate the Broker with whom you have opened the Brokerage Account(s). Based on the information collected in the Investment Questionnaire, your Consultant formulates an asset allocation proposal and identifies Portfolio Manager(s) that your Firm and Consultant believe are appropriate for your investment account. Generally, your Consultant will present you with a written investment proposal. Your Consultant will ask you to accept and approve this investment proposal. As part of the acceptance and approval process, and by signing the Client Agreement, you authorize BNYA to delegate to the selected Portfolio Manager(s) discretionary trading authority over the applicable portion of your account. In some cases, BNYA may be the selected Portfolio Manager. For specific information regarding BNYA’s discretion with respect to the Third Party Model 9  Providers Models, see Item 6. Through your agreement with the Consultant and/or the Firm, you shall authorize the Consultant to reallocate assets within the account, to harvest tax gains and losses and to change individual Portfolio Managers provided such changes are in accordance with your objective. BNYA is not responsible for Consultant’s actions taken to reallocate assets within the account, to harvest tax gains and losses or to change individual Portfolio Managers. C. Broker The Broker or its designee is responsible for the following: • maintaining records of your brokerage account application and agreement and other required account opening documents; • facilitating brokerage-related books and records mailings to you; • helping facilitate and support standard brokerage services such as account opening, funding and cash management functions; • directing, through its relationship with Pershing, its clearing firm, custody and clearing, reporting and program administration for your account; • ensuring delivery, through its relationship with Pershing, of transactions confirms and monthly statements to you and/or such other parties as directed by you; and • accepting instructions from the Consultant on your behalf if you have given the Broker appropriate authorization. In certain cases, the Firm or its affiliate serves as Broker of record on your brokerage account (for purposes of this Brochure, references to Firm as Broker will also apply to Firm’s affiliate, as applicable). Alternatively, Pershing Advisor Solutions, BNYA’s affiliate, serves as Broker of record on your brokerage account if selected by your Firm. Pershing, as clearing firm, performs due diligence of each non-affiliated Broker that has entered into a clearing agreement with Pershing. D. Products and Services Please refer to Item 6.F (Potential Conflicts of Interest Relating to BNYA Managed Products) for an explanation of the conflict presented when Client assets are invested in a mutual fund or ETF that is advised or sub-advised by an investment advisory affiliate of BNMA (“Proprietary Funds”), along with an explanation of how Client fees are treated for such investments. 1. Separately Managed Accounts The SMA product provides you with access to third party Portfolio Managers who manage separately managed accounts on a discretionary basis. BNYA collects a program fee (the “Program Fee”) for the SMA program for the services provided by BNYA, Broker, Pershing, the Firm (if applicable) and the Portfolio Managers with respect to the SMAs. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by 10  Pershing Advisor Solutions. The maximum Program Fee for the SMA program is set forth in the tables below. The fees are negotiable based on a number of factors that may result in a particular Client paying a fee greater or less than the fees shown below. In certain cases, the Program Fee for SMA differs between the different distribution channels through which your Firm participates in the Program. For example, the Firm may participate in the Turnkey Asset Management Program (“TAMP”) channel of the Program, in which BNYA arranges for Pershing Advisor Solutions to be Broker. The minimum investment, which varies by Portfolio Manager, is included in Exhibit A. This product is not available to non-US residents. For the TAMP channel, the annual Program Fee for Equity and Balanced Styles and Program Fee for Fixed Income Styles are as follows: Account Size Program Fee for Fixed Income Styles Program Fee for Equity and Balanced Styles First $500,000 0.95% 0.57% Next $500,000 0.90% 0.54% Next $4,000,000 0.85% 0.51% Over $5,000,000 0.75% 0.47% Effective September 30, 2017, in distribution channels other than the TAMP channel, the annual Program Fee for Equity and Balanced Styles and SMA Program Fee for Fixed Income Styles are as follows: Account Size Program Fee for Fixed Income Styles Program Fee for Equity and Balanced Styles First $500,000 0.88% 0.52% Next $500,000 0.83% 0.49% Next $4,000,000 0.78% 0.46% Over $5,000,000 0.68% 0.42% Where your Firm participates in the TAMP channel, BNYA or Pershing Advisor Solutions provides additional administrative services. Accordingly, BNYA charges a lower Program Fee for Equity and Balanced Styles and a lower Program Fee for Fixed Income Styles for accounts in other channels; however, this decision is made in BNYA’s sole discretion and varies by product type. Pershing Advisor Solutions participates in both the TAMP channel and another channel and provides different services depending upon whether the TAMP channel is selected. The maximum annual Program Fee for Laddered Bond Styles is set forth in the table below. The fees are negotiable based on a number of factors that may result in a particular Client paying a fee 11  greater or less than the fees shown below. Account Size Program Fee for Laddered Bond Styles First $500,000 0.35% Next $500,000 0.35% Next $4,000,000 0.30% Over $5,000,000 0.25% Under BNYA’s agreements with the Portfolio Managers, each Portfolio Manager receives a portion of the Program Fee as compensation for the discretionary investment services it provides. The Portfolio Managers’ fee rates are “institutional,” which means that they are based on the total assets managed by each Portfolio Manager in the Program for each investment style and may be reduced as total Program assets managed by each Portfolio Manager reach certain levels. For fixed income styles, the Portfolio Managers’ fees generally range from 0.15% to 0.35% of assets under management. For laddered bond styles, the Portfolio Managers’ fees are generally 0.15% of assets under management. For equity and balanced styles, the Portfolio Managers’ fees generally range from 0.30% to 0.65% of assets under management. Where the Firm serves as Broker, BNYA and Pershing each retain a portion of the Program Fee (less the fee BNYA pays to the Portfolio Manager) for the services each provide to you. This portion of the fee compensates BNYA for its services as program sponsor as described in Section A and Pershing for its clearing and custody services. Where Pershing Advisor Solutions is the Broker, Pershing Advisor Solutions and BNYA each retain a portion of the difference between the total SMA Program Fee and the fee BNYA pays to the Portfolio Manager. This portion of the fee compensates (i) BNYA for its services as program sponsor as described in Section A; (ii) Pershing Advisor Solutions for its services as Broker as described in Section C; and (iii) Pershing Advisor Solutions for the support functions it provides to the Consultants and the Firms. Pershing Advisor Solutions pays Pershing for its clearing and custody services. In addition to the Program Fee, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to Separately Managed Accounts, you can expect that BNYA or Pershing will receive an administrative fee (“Administrative Fee”) to cover expenses associated with the portfolio accounting system, the billing support provided to Portfolio Managers, tax lot or performance reporting and other administrative services. The Administrative Fee is generally four (4) basis points (0.04%) annually for fixed income strategies and six (6) basis points (0.06%) annually for equity/balanced strategies based on the market value of your assets invested in the strategy. This Administrative Fee will not be in addition to the Program Fee that is presented to you in the Client Agreement and this Brochure. In certain instances, the Administrative Fee will be reduced or waived. If a particular Portfolio Manager fee is lower for an account, BNYA retains a larger portion of the 12  SMA Program Fee than it would for another account managed by a Portfolio Manager with a higher fee. Similarly, BNYA or Pershing receives greater fees when the standard Administrative Fees are charged than when the Administrative Fee is reduced or waived for a Portfolio Manager. As a result, BNYA could have an incentive to make available certain Portfolio Managers where such fees favor BNYA and Pershing, however only the unaffiliated Consultants and their Clients are selecting such Portfolio Managers for investment. BNYA manages these conflicts of interest in two ways. First, BNYA applies the same due diligence criteria to all Portfolio Managers regardless of fee structure. Second, the Program is structured whereby BNYA makes a large selection of Portfolio Managers available, but the final decision regarding which Portfolio Manager will manage each Client’s account rests with the Client in consultation with the Consultant. 2. BNY AdvisorFlex Portfolios BNYA acts as a Portfolio Manager in offering BNY AdvisorFlex Portfolios (“AdvisorFlex Portfolios”), formerly known as Lockwood AdvisorFlex Portfolios, which is a flexible mutual fund and ETF wrap account product available in the Program with a $50,000 minimum investment. This product is not available to non-US residents. As Portfolio Manager, BNYA makes investment decisions regarding asset allocation and investment selections. This process is described in more detail in Item 6 of this Brochure. The Program Fee for AdvisorFlex Portfolios, which is an annual fee billed quarterly in advance, is as follows: BNY AdvisorFlex Portfolios Account(s) Size Program Fee First $500,000 0.40% Next $500,000 Over $1,000,000 0.35% 0.25% BNYA’s fees are negotiable under certain circumstances, in BNYA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. The Program Fee for AdvisorFlex Portfolios includes the BNYA advisory fee, BNYA’s sponsor fee and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you 13  invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for AdvisorFlex Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to mutual funds included in AdvisorFlex Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in AdvisorFlex Portfolios are made available through Pershing. BNYA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of AdvisorFlex Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, 14  or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in AdvisorFlex Portfolios, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in AdvisorFlex Portfolios. When selecting the share class of a mutual fund used in AdvisorFlex Portfolios, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple AdvisorFlex Portfolios accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. 3. BNY Target Risk Focus Portfolios BNY Target Risk Focus Portfolios (“Target Risk Focus Portfolios”), formerly known as Lockwood WealthStart Portfolios, is a discretionary mutual fund and ETF wrap account product with a $10,000 minimum investment that seeks to assist emerging and mass-affluent investors grow their wealth. This product is not available to non-US residents. BNYA, serving as the Portfolio Manager, determines asset allocation strategy and selects investment vehicles for the portfolios, based on its proprietary approach to asset allocation, macroeconomic outlook and investment discipline. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Risk Focus Portfolios, which is an annual fee billed quarterly in advance, is as follows: BNY Target Risk Focus Portfolios Account(s) Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 Next $4,000,000 Over $5,000,000 0.20% 0.15% 0.10% BNYA’s fees are negotiable under certain circumstances, in BNYA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the 15  account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. The Program Fee for Target Risk Focus Portfolios includes BNYA’s advisory fee, BNYA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for Target Risk Focus Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to Target Risk Focus Portfolios accounts, the Consultant’s fee will not be greater than 1.00%. With respect to mutual funds included in Target Risk Focus Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Target Risk Focus Portfolios are made available through Pershing. BNYA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of Target Risk Focus Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some 16  cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in Target Risk Focus Portfolios, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in Target Risk Focus Portfolios. When selecting the share class of a mutual fund used in Target Risk Focus Portfolios, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Target Risk Focus Portfolios accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. The services offered by BNYA for Target Risk Focus Portfolios may differ from the services offered in other BNYA managed products. These differences may include, without limitation, fewer securities positions within individual models, a more limited number of security types, more limited performance reporting, and fewer or different triggers for account rebalancing. 4. BNY Target Risk Portfolios BNY Target Risk Portfolios (“Target Risk Portfolios”), formerly known as Lockwood Asset Allocation Portfolios, is a discretionary mutual fund and ETF wrap account product with a $50,000 17  minimum investment. This product is not available to non-US residents. BNYA, serving as the Portfolio Manager, determines asset allocation strategy and selects investment vehicles for the portfolios, based on its proprietary approach to asset allocation, macroeconomic outlook and investment discipline. These portfolios may consist of open and closed-end mutual funds, ETFs and other types of securities, as determined by BNYA, in its sole discretion. Beginning October 1, 2024, Target Risk Portfolios will also include Proprietary Funds. Proprietary Funds are subject to the same disciplined due diligence process that BNYA employs for non-proprietary investments. BNYA believes these selections enhance its portfolios and provide access to the industry-leading investment firms within BNY. The securities currently used in the Target Risk Portfolios are subject to change at BNYA’s sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Risk Portfolios, which is an annual fee billed quarterly in advance, is as follows: BNY Target Risk Portfolios Account(s) Size Program Fee First $500,000 0.14% Next $500,000 0.13% Next $9,000,000 0.12% Over $10,000,000 0.11% You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. Given that BNYA’s affiliates receive compensation when Proprietary Funds are included in Target Risk Portfolios, BNYA will waive its advisory fee and sponsor fee related to Target Risk Portfolios beginning October 1, 2024, to mitigate any conflict of interest. The Program Fee for Target Risk Portfolios includes Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for Target Risk Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. 18  With respect to mutual funds included in Target Risk Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Target Risk Portfolios are made available through Pershing. BNYA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of Target Risk Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in Target Risk Portfolios, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYA can have higher 19  expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in Target Risk Portfolios. When selecting the share class of a mutual fund used in Target Risk Portfolios, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Target Risk Portfolios accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. 5. BNY/American Funds Core Portfolios BNY/American Funds Core Portfolios, formerly known as Lockwood/American Funds Core Portfolios, is a discretionary mutual fund and ETF wrap account product with a $10,000 minimum investment. This product is not available to non-US residents. BNYA, serving as the Portfolio Manager, allocates investor assets systematically across multiple asset classes and styles using American Funds mutual funds and other select ETFs in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA is solely responsible for the fund selection and construction of the BNY/American Funds Core Portfolios and neither American Funds Distributors, Inc. nor its affiliates are involved in such activities, nor do American Funds Distributors, Inc. or its affiliates serve as investment adviser to Client accounts. The securities currently used in the BNY/American Funds Core Portfolios are subject to change at BNYA’s sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for BNY/American Funds Core Portfolios, which is an annual fee billed quarterly in advance, is as follows: BNY/American Funds Core Portfolios Account(s) Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 0.20% Next $4,000,000 0.15% 20  Over $5,000,000 0.10% BNYA’s fees are negotiable under certain circumstances, in BNYA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. The Program Fee for BNY/American Funds Core Portfolios includes BNYA’s advisory fee, BNYA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund, as applicable. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for BNY/American Funds Core Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to BNY/American Funds Core Portfolios accounts, the Consultant’s fee will not be greater than 1.00%. With respect to mutual funds included in BNY/American Funds Core Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in BNY/American Funds Core Portfolios are made available through Pershing. BNYA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of BNY/American Funds Core Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and 21  related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in BNY/American Funds Core Portfolios, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in BNY/American Funds Core Portfolios. When selecting the share class of a mutual fund used in BNY/American Funds Core Portfolios, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple BNY/American Funds Core Portfolios accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. 6. BNY Flexible Unified Managed Account BNY Flexible Unified Managed Account (“Flexible UMA”), formerly known as Lockwood 22  Flexible Unified Managed Account, is a discretionary flexible multi-discipline managed account product housed in a single portfolio with a $50,000 minimum investment. This product is not available to non-US residents. BNYA, serving as overlay manager, determines the investment options available for use within the Flexible UMA, which include mutual funds, ETFs, Target Risk Focus Portfolios models, BNY/American Funds Core Portfolios models and Third Party Model Provider Models. This process is described in more detail in Item 6 of this Brochure. Either you or your Consultant retains final authority for the investment options selected in your Flexible UMA account. The Program Fee for Flexible UMA, which is an annual fee billed quarterly in advance, is as follows: BNY Flexible Unified Managed Account Account(s) Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 0.20% Next $4,000,000 0.15% Over $5,000,000 0.10% Certain Third Party Model Providers also charge additional asset based fees (“Additional Flexible UMA Fees”). Please see Exhibit B for a list of Third Party Model Providers available as investment options within the Flexible UMA and the associated fees and investment minimums. Because the fees for these investment options vary and are charged in addition to the Program Fee, the total fee for the Flexible UMA product will vary based on the investment options selected. BNYA’s fees are negotiable under certain circumstances, in BNYA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. The Program Fee for Flexible UMA includes the BNYA advisory fee, BNYA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee for Flexible UMA does not include Additional Flexible UMA Fees, fees or expenses which may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. With respect to certain Third Party Model Providers made available in the Flexible UMA, the Third Party Model Provider fee will include an administrative fee received by Pershing (“Administrative 23  Fee”) for services associated with trade administration support for the Models, the portfolio accounting system, the billing support provided to Third Party Model Providers, tax lot or performance reporting and other administrative services. In certain instances the Administrative Fee will be reduced or waived. Because the Administrative Fees that Pershing receives differ across Third Party Model Providers, BNYA has an incentive to make available certain Third Party Model Providers where such fees favor Pershing. BNYA manages this conflict of interest in two ways. First, BNYA applies the same criteria in making Third Party Model Providers available regardless of fee structure. Second, the product is structured in such a way where the decision regarding which Third Party Model Providers to select rests with the Client in consultation with the Consultant. In addition to the Program Fee and Additional Flexible UMA Fees for Flexible UMA accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to mutual funds included in Flexible UMA, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Flexible UMA are made available through Pershing. BNYA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of Flexible UMA clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. 24  • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in Flexible UMA, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in Flexible UMA. In addition, the mutual funds and/or ETFs included within some Third Party Model Provider Models may be advised or otherwise affiliated with the Third Party Model provider (“Third Party Model Provider Affiliated Funds”). As a result, the Third Party Model Provider or its affiliates would receive fees from the Third Party Model Provider Affiliated Funds in addition to any applicable Third Party Model Provider fee shown in Exhibit B. When selecting the share class of a mutual fund used in Flexible UMA, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Flexible UMA accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. 7. BNY Advisors Third-Party Strategists Offering In the BNY Advisors Third-Party Strategists Offering (“BNYA Third-Party Strategists”), formerly known as Third Party Strategists, BNYA provides you with access to asset allocation Models generated by Third Party Model Providers. This product is not available to non-US residents. Together with your Consultant, you select the Model or Models in which you would like to invest. BNYA acts as discretionary manager of your Account. BNYA receives the Models from the Third Party Model Providers and generally enters the trade orders accordingly. This process and BNYA’s role as discretionary manager is described in more detail in Item 6 of this Brochure. The Program Fee for BNYA Third-Party Strategists, which is an annual fee billed quarterly in advance, is as follows: 25  BNY Advisors Third-Party Strategists Offering Account Size Program Fee First $250,000 Next $250,000 Next $500,000 Next $4,000,000 Over $5,000,000 0.30% 0.25% 0.20% 0.15% 0.10% In addition, certain Third Party Model Providers charge a fee (the “Model Fee”). The Model Fee and minimum investment varies by Model and is shown in Exhibit B. Because the Model Fee varies based on the Model you have selected, the total fee for the BNYA Third-Party Strategists product will vary accordingly. BNYA’s fees are negotiable under certain circumstances, in BNYA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. The Program Fee for the BNYA Third-Party Strategists product includes the BNYA advisory fee, BNYA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include the Model Fee, or fees or expenses which may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. With respect to certain Third Party Model Providers made available as BNYA Third-Party Strategists, the Model Fee will include an administrative fee received by Pershing (“Administrative Fee”) for services associated with trade administration support for the Models, the portfolio accounting system, the billing support provided to Third Party Model Providers, tax lot or performance reporting and other administrative services. In certain instances the Administrative Fee will be reduced or waived. Because the Administrative Fees that Pershing receives differ across Third Party Model Providers, BNYA has an incentive to make available certain Third Party Model Providers where such fees favor Pershing. BNYA manages this conflict of interest in two ways. First, BNYA applies the same criteria in making Third Party Model Providers available regardless of fee structure. Second, the product is structured in such a way where the decision regarding which Third Party Model Providers to make available to Clients rests with the Sponsors and the decision regarding which Third Party Model Provider to select rests with the Client in consultation with the Consultant. 26  In addition to the Program Fee and Model Fee, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or Firm. In addition, the mutual funds and/or ETFs included within some Third Party Model Provider Models may be Third Party Model Provider Affiliated Funds. As a result, the Third Party Model Provider or its affiliates would receive fees from the Third Party Model Provider Affiliated Funds in addition to any applicable Third Party Model Fee shown in Exhibit B. With respect to mutual funds that may be available through Third Party Model Provider Models, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Third Party Model Providers Models are made available through Pershing. BNYA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of BNYA Third-Party Strategists clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount 27  of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in Third Party Model Provider Models, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in the Third Party Model Provider Models. When selecting the share class of a mutual fund used in Third Party Model Provider Models, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple BNYA Third-Party Strategists accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. 8. BNY Target Retirement Date Portfolios BNY Target Retirement Date Portfolios (“Target Retirement Date Portfolios”) is a discretionary, multi-discipline mutual fund and ETF wrap account product with a $10,000 minimum investment. This product is not available to non-US residents. Within portfolios, asset class/style allocations shift to a more conservative profile over time to seek to reduce risk as the target retirement date approaches. BNYA, serving as the portfolio manager, allocates investor assets systematically across multiple asset classes and styles in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the model, based upon proprietary modeling strategies, economic outlook and investment research discipline. At the time of this Brochure, the portfolios consist solely of mutual funds. However, these portfolios may include open and closed-end mutual funds, ETFs and other types of securities, as determined by BNYA, in its sole discretion. The securities currently used in the Target Retirement Date Portfolios are subject to change at BNYA’s sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Retirement Date Portfolios, which is an annual fee billed quarterly in advance, is as follows: BNY Target Retirement Date Portfolios Account(s) Size Program Fee 28  First $250,000 0.30% Next $250,000 0.25% Next $500,000 Next $4,000,000 0.20% 0.15% Over $5,000,000 0.10% BNYA’s fees are negotiable under certain circumstances, in BNYA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. The Program Fee for Target Retirement Date Portfolios includes BNYA’s advisory fee, BNYA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund. In addition to the Program Fee for Target Retirement Date Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to Target Retirement Date Portfolios accounts, the Consultant’s fee will not be greater than 1.00%. With respect to mutual funds included in Target Retirement Date Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Target Retirement Date Portfolios are made available through Pershing. BNYA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of Target Retirement Date Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is 29  maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in Target Retirement Date Portfolios, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in Target Retirement Date Portfolios. When selecting the share class of a mutual fund used in Target Retirement Date Portfolios, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Target Retirement Date Portfolios accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. 30  The services offered by BNYA for Target Retirement Date Portfolios may differ from the services offered in other BNYA managed products. These differences may include, without limitation, fewer securities positions within individual models, a more limited number of security types, more limited performance reporting, and fewer or different triggers for account rebalancing. 9. BNY Precision Direct Indexing S&P 500 BNY Precision Direct Indexing S&P 500 is a discretionary separately managed account product which offers customized portfolios constructed using equity securities that track a target benchmark (i.e., the S&P 500). BNYA’s affiliate, Mellon Investments Corporation (“MIC”), serves as Portfolio Manager for the BNY Precision Direct Indexing S&P 500 product, which creates a conflict for BNYA, as our affiliates receive compensation if we make our affiliates’ products available within the Managed360 Program. In order to address this conflict, BNYA does not receive a sponsor fee or any other fees or compensation related to this product. MIC may use quantitative models and tools to incorporate Client specifications for the benchmark, Client-specific value screens, and tax management. Clients also are able to customize their portfolio to meet specific requirements, such as security restrictions, industry/country limitations, and individual tax requirements. Client portfolios may include securities representing US or non-US equity market indexes. The team employs software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk. For taxable accounts, any savings realized by the reduction in taxes paid or postponed may improve returns when measured in an after-tax basis. This after-tax return benefit presumes that participating Clients have capital gains generated from other sources suitable for offset. Changes in tax law and/or the treatment of capital gains could impact the after-tax returns from this strategy. BNY Precision Direct Indexing S&P 500 has a $250,000 minimum investment. This product is not available to non-US residents or retirement plans covered under ERISA. IRA accounts not covered under ERISA are permitted in this product. The Program Fee and Manager Fee for BNY Precision Direct Indexing S&P 500 accounts, which are annual fees billed quarterly in advance, are as follows: BNY Precision Direct Indexing S&P 500 Account Size Program Fee Manager Fee First $500,000 Next $500,000 Next $4,000,000 Over $5,000,000 0.25% 0.20% 0.20% 0.17% 0.18% 0.18% 0.18% 0.18% The Program Fee for the BNY Precision Direct Indexing S&P 500 product includes the clearing and custody fee and managed account platform fee paid to Pershing. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Manager Fee includes the portfolio management fee paid to MIC. 31  In addition to the Program Fee and Manager Fee, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. 10. BNY Target Risk Offshore Portfolios BNY Target Risk Offshore Portfolios (“Target Risk Offshore Portfolios”), formerly known as Lockwood Offshore Asset Allocation Portfolios, is a discretionary mutual fund and ETF wrap account product with a $50,000 minimum investment that is available only to NON-RESIDENTS of the United States. The funds included in the models are classified as Undertakings for Collective Investment in Transferable Securities (“UCITs”), which are regulated by the European Securities and Markets Authority (“ESMA”.) The UCITs funds are not registered in the United States under the Investment Company Act of 1940 and are not available to US residents, however all of the funds will be US dollar denominated. BNYA, serving as the Portfolio Manager, determines asset allocation strategy and selects investment vehicles for the portfolios, based on its proprietary approach to asset allocation, macroeconomic outlook and investment discipline. These portfolios may consist of open and closed-end mutual funds, and ETFs, as determined by BNYA, in its sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Risk Offshore Portfolios, which is an annual fee billed quarterly in advance, is as follows: BNY Target Risk Offshore Portfolios Account(s) Size Program Fee First $500,000 0.40% Next $500,000 0.35% Next $4,000,000 0.30% Next $5,000,000 0.25% Over $10,000,000 0.20% BNYM’s fees are negotiable under certain circumstances, in BNYA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYA and the Firm, and your total relationship assets under management. The Program Fee for Target Risk Offshore Portfolios includes BNYA’s advisory fee, BNYA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include the Ongoing Charges as described in the ESMA directives, advisory fees and operational expenses such as transfer agent, distribution, shareholder servicing, networking and recordkeeping fees and any transaction taxes associated with the underlying investments held. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. 32  In addition to the Program Fee for Target Risk Offshore Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and the Consultant and/or the Firm. With respect to mutual funds included in Target Risk Offshore Portfolios, the respective funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, if any, as well as the minimum holding period, is disclosed in each of the respective fund’s prospectuses. For complete details, you should review each fund’s prospectus. The mutual funds included in Target Risk Offshore Portfolios are made available through Pershing. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of Target Risk Offshore Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. • Distribution Fees. These fees are paid by mutual funds to compensate Pershing or the broker- dealer for providing distribution-related administrative and informational services, as applicable, associated with each fund. Distribution fees are included in the total expense ratio charged by each fund. In instances where BNYA selects a share class that pays a distribution fee the broker-dealer maintaining the brokerage account will receive payment of the fee. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a distribution fee as compensation for services provided for custodied funds. • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. • No-Transaction-Fees. Pershing receives compensation from funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing receives will vary depending on whether the fund companies, mutual funds or share classes pay distribution fees, omnibus fees, networking fees, or are offered on a no- transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in Target Risk Offshore Portfolios, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a fund selected by BNYA can have higher expenses (including because of compensation paid to Pershing), than other share classes of that mutual fund 33  for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the Program Fee, but also the additional compensation BNYA’s affiliates receive from the funds in Target Risk Offshore Portfolios. When selecting the share class of a mutual fund used in Target Risk Offshore Portfolios, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing. BNYA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share class considerations. Regulation of mutual funds and exchange traded funds qualifying as UCITs is governed by directives issued by the European Securities and Markets Authority (“ESMA”) and its predecessor, the Committee of European Securities Regulators (“CESR”.) The UCITs directives provide for restrictions on the eligible assets for investment, place limits on borrowing, and contain detailed diversification rules all of which affect the UCIT manager’s discretion. These directives make investments in UCITs more exposed to market risks associated with those underlying investments. More details can be found in the prospectus and key investor information document for each UCIT fund. Investors in Target Risk Offshore Portfolios must be aware that their personal information is required for the administration and implementation of their accounts and that it will be stored and processed in the United States. Unlike the European Union and some other jurisdictions, which may include the investor’s country of domicile, the United States does not have a single comprehensive set of rules and regulations governing the protection and use of personal information and may therefore not be as protective as the country of the investor’s residence. Investment in Target Risk Offshore Portfolios is limited to residents of certain countries identified by BNYA and because the mutual funds and ETFs are not registered in the eligible countries each investor must be a qualified or professional investor in their country of residence or otherwise eligible to invest in unregistered securities. This Brochure is provided to investors in Target Risk Offshore Portfolios for informational purposes only and is not an offer or solicitation in respect of any products, services or programs discussed. If you have multiple Target Risk Offshore Portfolios accounts, BNYA may combine your accounts for fee calculation purposes, subject to certain restrictions. 11. Investment Strategy Portfolios BNYA may also offer a diversified series of Investment Strategy Portfolios, which are suggested separate account Portfolio Manager mixes consisting of options for taxable accounts and total return options for larger accounts as described in Item 5. Not available to non-US residents. BNYA designs these proprietary asset allocations to meet a Client’s stated investment objectives. In the Investment Strategy Portfolios, BNYA selects certain Portfolio Managers and/or investment vehicles for the 34  asset allocation. You and your Consultant may override BNYA’s suggestions as to Portfolio Manager(s) or investment vehicle(s), in whole or in part. BNYA does not charge any fee in addition to the Program Fee for this service. 12. Advisory Consulting Services BNYA may provide advisory consulting services (“ACS”), consisting of proposal support, portfolio analysis, and program consultation, to Firms and Consultants. Upon request of a Firm or Consultant, analysts on the ACS team may provide consultative services regarding the available Portfolio Managers for a given asset class, or a deeper analysis on the performance and/or holdings of a “Covered Manager,” as defined in Item 6. Further, upon request of a Firm or Consultant, analysts may provide an analysis of an investor’s current portfolio of assets, or guidance on which Portfolio Manager may be an appropriate match for the investor. This analysis may also include guidance on how the Consultant can rebalance the account among existing Portfolio Managers or by changing to another Portfolio Manager or investment product. BNYA does not charge a fee in addition to the Program Fee for this service. BNYA does not assume responsibility for your Firm’s or Consultant’s regulatory compliance or for providing advice or recommendations directly to you. The Firm and/or Consultant is responsible for independently evaluating any output provided by the ACS team, and for determining whether or not to implement any practices suggested as a result thereof. 13. Performance Link Performance Link allows for consolidated performance reporting of managed accounts and retail accounts. BNYA makes this consolidated reporting available on a quarterly basis. You select the performance benchmark to be applied to the affected accounts. The annual fee for Performance Link functionality is on a per account basis (based on Account Level Assets), as follows: Performance Link Account Size Fee First $500,000 0.03% Next $500,000 0.02% Over $1,000,000 0.00 % The minimum fee charged per quarter per account is $35.00. The maximum fee charged per quarter per account is $62.50. E. Additional Fee Information 1. The Program Fee You pay an asset-based fee to participate in the Program (the “Program Fee”). The applicable Program Fee depends on the product you have selected and is described above in Section D. The Program Fee is a bundled fee, which, unless noted otherwise in Section D, generally covers program administration services provided by BNYA, custody and clearing of transactions and managed account platform services provided by BNYA’s affiliate, Pershing, administrative services provided by the Firm, if 35  applicable, and the discretionary asset management services provided by the Portfolio Manager, including BNYA when acting as a discretionary manager. There may, however, be additional charges such as wire transfer fees or commissions for trades not executed through Pershing. The Program Fee does not cover trades executed through broker-dealers other than Pershing. Please refer to Section F.2 (Transaction Charges Resulting From Trades Effected Through Broker-Dealers Other Than Pershing) below regarding the reasoning and added costs and fees you may incur when your Portfolio Manager elects to execute trades away from Pershing. The Program Fee is separate from the fee charged by the Consultant. These services may cost you more or less than purchasing similar services separately, assuming the services could be purchased directly from the various providers thereof. The Program is available only for a fee that is based upon a percentage of assets under management. In evaluating a wrap program, Clients should consider a number of factors. In many instances, a client is able to obtain some or all of the services available through a particular wrap fee program on an “unbundled” basis through the program sponsor or through other firms and, depending on the circumstances, (for example portfolios holding fixed income securities may not be traded as frequently as portfolios holding equities due to a more limited market for those securities and/or the investment philosophy of certain fixed income managers), the aggregate of any separately paid fees may be lower (or higher) than the single, all-inclusive fee charged in the wrap fee program. Payment of an asset- based fee may or may not produce accounting, bookkeeping or income tax results that differ from those resulting from the separate payment of (i) securities commissions and other execution costs on a trade- by-trade basis and (ii) advisory fees. Any securities or other assets used to establish a wrap fee program account may be sold, and the Client will be responsible for payment of any taxes due. BNYA recommends that each Client consult with his or her tax adviser or accountant regarding the tax treatment of wrap fee program accounts. 2. Modification of Fee Schedules BNYA reserves the right, in its sole discretion, to negotiate or modify (either up or down) the basic fee schedule(s) set forth herein for any Client due to a variety of factors, including but not limited to: the level of reporting and administrative operations required to service an account, the investment strategy or style, the number of portfolios or accounts involved, and/or the number and types of services provided to the Client. Because BNYA’s fees are negotiable, the actual fee paid by any Client or group of Clients may be different from the fees reflected in BNYA’s basic fee schedule(s) set forth herein. 3. Householding If you have more than one account in the Program, your accounts may be “householded” for purposes of calculating the fee. A “household” is generally a group of accounts having the same address of record or same Social Security number, subject to certain rules. Individual retirement accounts (“IRAs”), SIMPLE IRAs and other personal retirement accounts generally may be combined for householding purposes; however, other retirement plan accounts subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) and charitable remainder trusts may not be included. The accounts that may be householded are subject to BNYA’s approval. BNYA calculates a household fee by totaling the market value of all the accounts in the household and charging the accounts according to the applicable fee schedule. The fee for each householded account is allocated on a pro-rata basis to each account. Each account’s pro-rata amount is calculated by computing the market value of each account as a percentage of the total market value of all accounts in the household. 36  4. Delegation of Services As discussed in Section A of this Item 4, BNYA has delegated certain administrative services to Managed Accounts. As such, BNYA pays a portion of its fee to Managed Accounts. 5. Inception and Post-Inception Billing At inception, fees are billed in advance from the date the account is opened through the end of that calendar quarter. Thereafter, fees are billed in advance for the next calendar quarter based on the value of the assets at the end of the prior calendar quarter. Unless you instruct otherwise, the custodian debits your account for the fees charged by BNYA, its clearing agent, the selected Portfolio Manager(s), and/or Third Party Model Providers(s) and the Consultant, and remits the fees to the respective parties accordingly. BNYA does not make fee adjustments for deposits or withdrawals made during a calendar quarter in accounts in the program. 6. Account Termination You may terminate your account agreement, without penalty, within five (5) days of BNYA’s execution of the investment advisory agreement. Thereafter, you may terminate the account at any time in which case fees will be prorated from the start of the current billing period through the termination date. BNYA may charge a termination fee of $300.00 for a termination occurring during the first year after an account is opened. Because BNYA typically charges its fee quarterly in advance based on the assets as of the close of business at the end of the prior quarter, the daily proration upon termination after the first year may result in a rebate of the unused portion of the quarterly fee. BNYA may, at its sole discretion, terminate your account as long as BNYA notifies you in advance, subject to the terms of your agreement with BNYA. After such termination, BNYA shall not have any authority over, or responsibility for, investments held in the account, and BNYA shall not be liable to you for any loss incurred by you. 7. Clearing and Custody Fee Pershing provides clearing services to the Broker with respect to the Program. Pershing may also provide clearing and related services to the Broker for accounts not in the Program, subject to a separately negotiated clearing agreement and fee schedule. 8. Consultant Fee Generally, Consultants charge advisory fees for their services, which will vary from Consultant to Consultant, depending on various factors, including the size of your account relationship and the consulting services provided to you. Consultants may combine their fee with the other fees described above in an all-inclusive manner for presentation purposes. Alternatively, your Consultant may charge its fee separately from the services described herein, and this fee may be higher or lower than the all-inclusive fee depending on your relationship with the Consultant and the level of services provided to you. The amount of the Consultant’s fee may be higher or lower than what the Consultant would receive if you participated in other programs or paid separately for investment advice, brokerage and other services. BNYA recommends, and certain state laws require, that you sign a separate contract with your 37  Consultant relating to the Consultant’s fee. F. Other Fees There may be other costs assessed which are not included in the Program Fee, such as fees, expenses and charges levied by mutual funds, ETFs and money market funds as described above in Section D. This section describes additional fees not included in the Program Fee. 1. Additional Fees Charged by the Custodian There may be other costs assessed which are not included in the Program Fee, such as fees, expenses and charges levied by mutual funds, ETFs and money market funds. As described above, certain Third Party Model Providers may assess a Model Fee. In addition, there are other fees charged by the custodian, as applicable, that are not included in your Program Fee, such as costs associated with the purchase and sale of certain mutual funds and other similar securities held in your account, dealer mark-ups, mark-downs, odd- lot differentials, exchange or auction fees, transfer taxes, costs for transactions executed other than at the custodian, any fees imposed by the SEC, electronic fund and wire transfer fees, fees for client-initiated transfers, costs associated with temporary investment of your funds in a cash management account, trust services charges, annual IRA custodial fees, IRA termination fees, custodial fees for prototype pension and profit sharing plans and Keoghs, custodial fees associated with special circumstances or events, such as transfer on death, returned check fees, paper delivery surcharges for brokerage statements and trade confirmations, and other charges mandated by law. Fees related to paper delivery of confirmations and statements are determined by your broker-dealer. Please reach out to your Consultant should you have any questions relating to these charges. Further, interest will normally be charged on a negative balance in your account. If Pershing has custody of the assets, it will credit interest and dividends to the account. Please review your investment advisory agreement for further information on how BNYA charges and collects fees. Mutual Fund Surcharge If you are invested in an SMA and your account holds mutual funds, your account may be charged a $10.00 surcharge by the custodian for each purchase and sale transaction in the mutual funds of certain mutual fund families (“Mutual Fund Surcharge”). The Mutual Fund Surcharge is in addition to the SMA Program Fee and will be listed on your custodial statement. You will not be charged a Mutual Fund Surcharge for your Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Target Risk Offshore Portfolios, Flexible UMA, Target Retirement Date Portfolios or BNYA Third-Party Strategists accounts. 2. Transaction Charges Resulting from Trades Effected Through Broker-Dealers Other Than Pershing As noted above, the Program Fee does not cover transaction charges or other charges, including commissions, markups and markdowns, resulting from trades affected through or with a broker- dealer other than Pershing, which is the custodian. For this reason, the Portfolio Manager you have selected may determine that placing your trade orders with Pershing is in your best interest. Your Portfolio Manager may, however, place your trade orders with a broker-dealer firm other than 38  Pershing if your Portfolio Manager believes that doing so is consistent with its obligation to obtain best execution. This is frequently referred to as “trading away” or “step out trades.” The Portfolio Manager – and not BNYA – decides as to when it trades with Pershing or away from Pershing. BNYA does not restrict a Portfolio Manager’s ability to trade away, as the Portfolio Manager’s fiduciary duty to you, as well as its expertise in trading its portfolio securities, makes the Portfolio Manager responsible for determining the suitability of trading away from Pershing. In some instances, step out trades are executed without any additional commission, mark-up, or mark-down, but in many instances, the executing broker-dealer may impose a commission or a mark-up or mark-down on the trade. In addition, some Portfolio Managers executing trades in US Treasuries will incur a system cost from the portal through which the trades are processed. These trading costs are not covered by the Program Fee outlined in Section (E)(1) above and will likely result in additional costs to you, although these additional trading costs may not be reflected on trade confirmations you receive or on your account statements. Typically, the executing broker will embed the added costs into the price of your trade execution, making it difficult to determine the exact added cost for your transaction executed away from Pershing. You should review the Form ADV Part 2A Brochure of the Portfolio Manager you have selected for more information regarding that Portfolio Manager’s brokerage practices and conflicts of interest, and consider the additional expenses that you may incur. Also, as part of the review of your Portfolio Manager’s disclosure and expected fees, you should also discuss the Portfolio Manager’s practices regarding “trade away” or “step out trades” in order to determine how often they engage in such practices and how they seek to ensure that you receive best execution for those transactions when they decide to do so. In addition, please refer to Exhibit A and Exhibit D for more information regarding BNYA’s review of the Portfolio Managers that traded away from Pershing. 3. Fees Related to International Investment Styles Certain Portfolio Managers which offer international investment styles may purchase securities on foreign exchanges (known as “Ordinaries”), which may be held in your account as Ordinaries or may be converted to American Depositary Receipts (“ADRs”) prior to being added to your account. Portfolio Managers may include exposure to both domestic and foreign stocks in order to achieve greater diversification with the goal of increasing the likelihood that a portfolio's overall investment returns will have less volatility. The reason is because international investment returns sometimes move in a different direction than U.S. market returns. Even when international and U.S. investments move in the same direction the degree of change may be different. You should balance these considerations against the possibility of higher costs, sudden changes in value, and the special risks of international investing. Like any other investment, you should learn as much as you can about any investment style before you invest. You should research the political, economic, and social conditions that may impact the investment style your Portfolio Manager may employ so you will understand better the factors that may affect the fees that may be associated with making such an investment. Prior to investing in an international investment style that may include ADRs, investors should ask their Portfolio Managers what fees are charged to them as an ADR investor, how those fees will be assessed and how the fees 39  or related costs will be disclosed on your account statement. International investing in various products can be more expensive than investing in U.S. companies. For instance, in smaller markets you may have to pay a premium to purchase shares of popular companies and in some countries there may be unexpected taxes, such as withholding taxes on dividends. Transaction costs such as fees, brokers’ commissions, and taxes often are higher than in the U.S. markets. Likewise, much like investing in specific ADRs, many mutual funds that invest abroad often have higher fees and expenses than funds that invest in U.S. stocks, in part because of the extra expense of trading in foreign markets. BNYA’s research indicates that many Portfolio Managers will charge certain hard dollar fees associated with executing in local foreign markets, which, as mentioned above, are not included in the Program Fee. These fees typically include, but are not limited to, brokerage expenses, local market execution fees and taxes, exchange-specific taxes/stamp fees, duties/levies, ADR conversion fees, and/or additional settlement and custody charges. Please refer to your Portfolio Manager’s Form ADV Part 2A Brochure to understand the potential added costs and fees that may be incurred under such an investment style. Pershing may separately assess a fee for such transactions. Certain non-U.S. jurisdictions may impose taxes on securities transactions. If you own an investment style containing any securities subject to such a tax your account will be assessed this tax, which will be remitted to the government of the applicable non-U.S. jurisdiction. Pershing may use a third-party broker-dealer licensed in Canada, which entity may be paid certain execution fees. BNYA enters into transactions with unaffiliated counterparties or third-party service providers who can be using affiliates of ours to execute such transactions. Additionally, when BNYA effects transactions in American Depositary Receipts (“ADRs”) or other securities, the involved issuers or their service providers could be using affiliates of BNYA for support services. Services provided by BNYA’s affiliates to such unaffiliated counterparties, third party service providers and/or issuers include, for example, clearance of trades, purchases or sales of securities, serving as depositary bank to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by BNYA. Although one of our affiliates receives compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of BNYA is made by the unaffiliated counterparty, third-party service provider or issuer. Further, BNYA will likely be unaware that the affiliate is being used to enter in such transaction or service. G. Affiliate Compensation BNYA does not charge or receive compensation in connection with the sale of securities, mutual funds or other investment products. However, certain of our affiliates may accept compensation (also referred to as “commissions”) for the sale of securities, mutual funds or other investment products. Accepting commissions for the sale of securities, mutual funds or other investment products gives rise to a conflict of interest in that it may give an incentive to recommend investment products based on the compensation our affiliates may receive, rather than solely on a Client’s needs. BNYA addresses this conflict of interest by structuring the wrap fee programs it sponsors so that fees are based on assets under management, rather than transactions. The unaffiliated Portfolio 40  Managers participating in this program, however, may independently direct trades to an affiliate of BNYA whereby such affiliate receives commissions. Please refer to the Portfolio Manager’s Form ADV Part 2A Brochure for information about your Portfolio Manager’s brokerage practices and conflicts of interest. H. Sweep Options You may choose from a selection of money market funds or other short-term cash vehicles (“Sweep Options”) that are available through your Broker for non-IRA or non-ERISA accounts for investment of any cash held overnight in a brokerage account at your Broker. The universe of Sweep Options made available to you is in the sole discretion of your Broker, except where Pershing Advisor Solutions is the Broker. These funds are fully described in each fund’s prospectus, which you should review in detail. You will receive a prospectus for the money market fund when you open your account and it will contain a complete description of any relevant fees and/or expenses. In utilizing money market or other funds, Pershing may receive a benefit from its possession and temporary investment of cash balances in your accounts prior to investment, whether in a sweep arrangement or otherwise. Pershing may be paid certain fees relating to these funds, such as networking or 12b-1 fees. Pershing does not receive any fees or compensation from the non-FDIC insured sweep vehicle(s) designated for IRA and ERISA accounts. You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. Where Pershing Advisor Solutions is the Broker, the Sweep Options available to you will include some investment vehicles where an affiliate of BNYA is the investment manager. You have the option of selecting a BNYA-affiliated fund or another fund. Portfolio Managers and Third Party Model Providers include allocations to cash in their portfolios and Models. These allocations to cash are considered invested assets for purposes of calculating Portfolio Managers’ and Third Party Model Providers’ asset-based fees. I. Class Actions and Other Litigation It is BNYA’s policy that it does not advise, initiate or take any other action on your behalf relating to securities held in your account managed by BNYA in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). BNYA does not file proofs of claim relating to securities held in your account and does not notify you or your custodian of class action settlements or bankruptcies relating in any way to such account. J. Review of Consultant Fees Exceeding 2% and Total Fees Exceeding 3% 41  BNYA carefully reviews fees in order to comply with the SEC staff’s position regarding investment advisory fees. See SEC reply to No-Action Request, John G. Kinnard & Co. Inc. (October 30, 1973) and SEC reply to No-Action Request, Consultant Publications, Inc., (December 30, 1974). BNYA has implemented a procedure to identify individual Consultant fees that exceed 2% and total fees that exceed 3%. If there are any exceptions, BNYA will request additional information from the Consultant and the Firm. Item 5 Account Requirements and Types of Clients A. Types of Clients BNYA’s clients are the Firms, as described in Item 4 of this Brochure, whose investor clients may consist of individuals, banks or thrift institutions, corporations, pension and profit sharing plans, and/or endowments or business entities. B. General Requirements 1. Firm/Consultant Requirement BNYA’s services in the Program are offered to investors only through Firms. These Firms or their Consultants consult with you and provide advice to you. Consultants are not employees of BNYA, but are independent or employed by Firms typically not affiliated with BNYA. 2. Client Process and Document Requirements Generally, you should have a written agreement with your Firm and/or Consultant. You will also open a brokerage account with your Firm or with Pershing Advisor Solutions. The Consultant collects financial and background information from you, and assists you in identifying your investment objectives. The Consultant recommends strategies that are designed to meet those objectives. The Consultant also assists you in selecting one or more suitable Portfolio Managers from among those available in the Program. Your Consultant is your primary contact and he or she will report to you regularly. There are documents and agreements that are required to open an account at BNYA. The Consultant will assist you in completing them. Completed account documents are forwarded to BNYA by the Consultant. Once an account becomes managed by a Portfolio Manager, BNYA makes investment performance reports available to the Consultant who may review them with you. 3. Investment Styles with Additional Requirements a. Styles Using Investment Options If you select an investment style in which the Portfolio Manager uses investment options you will be required to agree to specific, additional terms related to options transactions, as fully described in the applicable Options Agreement, which you will enter into with Pershing Advisor Solutions. Prior to selecting an investment style that uses investment options, you should review the Manager Brochure. 42  b. SMA Investment Styles Using Proprietary Mutual Funds Certain Portfolio Managers may invest all or a portion of the assets in a proprietary mutual fund designed to be used within the wrap account. Such mutual funds may impose additional restrictions such as restrictions on investing in the mutual fund outside of the wrap account managed by the Portfolio Manager. Please refer to the mutual fund’s prospectus for more information about additional restrictions, any operational differences and risks associated with the mutual fund. 4. Requirements for Investment Restrictions You may impose restrictions on specific securities or types of securities (based on industry) to be bought and sold in your account. Reasonable restrictions will be considered; however, a Portfolio Manager may refuse any restriction the Portfolio Manager believes may interfere with its investment discipline, in its sole discretion. Restrictions cannot be applied to the underlying holdings of pooled investment vehicles, such as mutual funds or ETFs, because trading by the Portfolio Manager is done at the fund level and not at the underlying security level. 5. Unfunded Account Termination If your account has a zero balance for more than six months, BNYA will terminate your advisory account in our systems. Your underlying brokerage account, however, will remain open, unless terminated by the custodian (Pershing). Once an advisory account has been terminated, funding of the account at Pershing will no longer be recognized by BNYA. BNYA will not be held responsible for account trading delays that may result. Further, BNYA will not provide any communications to you or your Consultant regarding terminated advisory accounts. It is recommended that if you have a terminated account, you contact your Consultant to terminate the account at Pershing. You should notify your Consultant if you wish to keep an account open for future funding. If you wish to reopen a terminated advisory account, you should contact your Consultant. New account paperwork may be required and other procedures for reactivating the account must be followed. 6. Collateral Accounts If an account is pledged as collateral for a loan and if the lender has initiated a liquidation of securities in the account pursuant to the terms of the collateral agreement, your account may not be invested in accordance with the model portfolio and/or your investment objective for a period of time. 7. U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Sanctions Program In compliance with the OFAC sanctions program, BNYA or its designee will check to verify that your name does not appear on OFAC’s “Specifically Designated Nationals and Blocked Persons” List (“SDN List”). Your name will also be checked to verify that you are not from, or engaging in transactions with people or entities from, embargoed countries and regions published on the OFAC Web Site. BNYA or its agent may access these lists through various software programs to conduct these searches in a timely and accurate manner. BNYA or its designee will also review existing accounts against these lists when they are updated. In the event BNYA or its designee determines a Client, or someone with or for whom the Client is 43  transacting, is on the SDN List, or is from or engaging in transactions with a person or entity located in an embargoed country or region, BNYA will notify and coordinate with its Anti-Money Laundering Compliance Officer to determine the proper course of action, which may include: rejecting the transaction and/or blocking the your assets, and; filing a blocked assets and/or rejected transaction form with OFAC. C. Account Minimum Requirements 1. SMA Account Minimum Requirements BNYA, as sponsor of the Program, does not require a minimum account size for SMAs. However, each Portfolio Manager, including BNYA, sets its own account minimums. Most Portfolio Managers in the Program will not accept accounts with less than $100,000. Please refer to Exhibit A to view the individual account minimums for each Portfolio Manager. For the Investment Strategy Portfolios, the minimum initial investment to follow these suggested separate account Portfolio Manager mixes is $1,000,000. 2. BNYA Managed Products: Account Minimums and Requirements The account size minimums for Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Flexible UMA, Target Retirement Date Portfolios and Target Risk Offshore Portfolios are shown in the following table. BNYA may waive the account minimum, in its sole discretion. Product Name Account Opening Minimum Subsequent Contribution Minimum Target Risk Portfolios $50,000 $1,000 AdvisorFlex Portfolios $50,000 $1,000 Target Risk Focus Portfolios $10,000 $1,000 $10,000 $1,000 BNY/American Funds Core Portfolios $50,000 $10,000 $1,000 $1,000 Flexible UMA Target Retirement Date Portfolios $50,000 $1,000 Target Risk Offshore Portfolios For Third Party Model Providers Models, each Model has its own account minimum. Please refer to Exhibit B to view the individual account minimum for each Model. You may fund your account with cash or securities if such securities are held within the selected product. If you transfer securities into your account that are not included within the selected product, such securities will be liquidated so your account can be invested in line with the selected product. If your account falls below the required minimum, BNYA will notify your Consultant that you need 44  to bring your account to the minimum requirement. Accounts that remain below the minimum for more than 30 days may be terminated from management. Item 6 Portfolio Manager Selection and Evaluation A. Portfolio Manager and Model Selection by You and Your Consultant BNYA has established the Manager Research Group (“Manager Research Group”), which provides manager research for use across the BNY enterprise. The Manager Research Group carries out manager and investment vehicle research. BNYA evaluates certain Portfolio Managers and Model Providers for inclusion in various managed account programs. Depending on the particular program, BNYA’s review process differs, as described below. BNYA’s Manager Research Group also reviews, on an on-going basis, certain third-party Portfolio Managers and Model Providers. The selection of Portfolio Managers and Model Providers is subject to the approval of BNYA’s Investment Advisory Council, a sub-council of BNYA’s Investment Oversight Committee (the “IOC”), prior to inclusion in a given program. The IOC provides oversight of the governance and policy framework applicable to BNYA’s investment activities, investment decisions, manager research processes and operational due diligence processes and is responsible for ensuring consistency of approach to affiliated and non-affiliated Portfolio Managers, Model Providers and products. BNYA will retain decision-making responsibility regarding managers and investment vehicles included or considered for inclusion in the Program. In the Program, neither BNYA nor Pershing Advisor Solutions makes any representation as to whether Portfolio Managers in the Program or Models are suitable for you. You and your Consultant are responsible for the determination of your asset allocation, investment objectives, risk tolerance and time horizon. In all cases, the Consultant and Consultant’s Firm are responsible for all applicable aspects of suitability with respect to you and your account. The decision to select a Portfolio Manager or Model is solely yours, with the advice of your Consultant. BNYA will not recommend Portfolio Managers or Models to you and is not responsible for your choice of Portfolio Manager or Model. In all instances, however, BNYA retains the right to add a Portfolio Manager or Third Party Model Provider to the Program, or to terminate its contract with any Portfolio Manager or Third Party Model Provider, in BNYA’s sole discretion. The Portfolio Manager, which you select to manage the account, will provide discretionary investment advisory services and is responsible for all investment decisions in your account. You authorize the Portfolio Manager you select to manage the assets on a discretionary basis by purchasing and/or selling individual stocks, bonds, mutual funds, ETFs, money market instruments, money market funds, or other instruments as, and when, the Portfolio Manager sees fit, without your approval of each transaction. In managing the account, the Portfolio Manager will employ various investment strategies as described in the Portfolio Manager’s Brochure, and any other material the Portfolio Manager may provide to you. Portfolio Managers are not authorized to withdraw or transfer any money, securities, or property either in your name or otherwise, except as necessary to pay for or execute transactions in the account. Your Portfolio Manager determines the amount of trading in your account. The amount of trading activity will depend on a number of factors such as a Portfolio Manager’s investment approach and philosophy, asset class(es) that the Portfolio Manager invests in, market conditions and account 45  restrictions. Depending on the amount of trades placed by your Portfolio Manager over a given period of time, the wrap fee charged to you may be greater than what would otherwise be charged to you on an unbundled trade-by-trade basis during that same period of time. You should review your account statements to understand the level of trading as well as periodically talk to your Consultant about the level of trading in your account, the fees involved and whether a wrap fee program and the particular investment option(s) you selected remain suitable for you. It should be noted that each Portfolio Manager employs its own timeframe for investing funds once BNYA has turned over new assets to a Portfolio Manager. You and your Consultant should consult each Portfolio Manager’s Brochure to determine the Portfolio Manager’s specific procedures. BNYA is not responsible for any adverse effect caused by a Portfolio Manager’s failure to invest your funds on a timely basis. B. BNYA as Sponsor BNYA evaluates Portfolio Managers and Third Party Model Providers in the Managed360 Program. The Manager Research Group may review and research Portfolio Managers for inclusion in the Program. The Program is an open architecture wrap fee program which allows the Client and the Client’s Consultant to select the Portfolio Manager(s) and/or Third Party Model Provider(s) which they believe are appropriate for the Client. In the Program, BNYA, as sponsor, conducts an initial baseline due diligence involving a variety of criteria, such as, but not limited to, reviews of assets under management, personnel, registration, disclosures and regulatory history of each Portfolio Manager and Third Party Model Provider offered in the Program, as well as conducting on-going reviews. Portfolio Managers and Third Party Model Providers are approved by BNYA’s Investment Advisory Council prior to inclusion in the Program. BNYA may also provide Firms with a list of research covered Portfolio Managers (“Covered Managers”). Covered Managers undergo an additional analysis, typically conducted by the Manager Research Group, which includes a review of a range of quantitative criteria (relating to performance and portfolio reviews) and qualitative criteria (relating to such items as the investment team, philosophy, process, and implementation). The criteria employed for each Covered Manager may not be identical and instead, is typically based on the nature of the Portfolio Manager’s portfolios, investment philosophy and asset class/style. In addition, BNYA may, as an accommodation, permit certain additional Portfolio Managers to be accessible to Clients. BNYA is not responsible for conducting initial or ongoing due diligence or determining the suitability of these Portfolio Managers, rather, the Client and the Client’s Consultant assume these responsibilities. BNYA may, in its sole discretion, conduct initial and on- going due diligence of such Portfolio Managers. BNYA makes no representation as to whether Portfolio Managers or Models Providers are suitable for you. You and your Consultant and Firm are responsible for determining the Client’s asset allocation, investment objectives, risk tolerance and time horizon. In all cases, the Portfolio Manager selected has discretion over the Client’s assets. BNYA retains the ability to hire and fire any Portfolio Manager or Third Party Model Provider, at any time in BNYA’s sole discretion. 46  C. BNYA as Money Manager In BNYA’s role as the money manager for its proprietary products (Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Flexible UMA, Target Retirement Date Portfolios and Target Risk Offshore Portfolios), as each is described herein, BNYA evaluates Portfolio Managers, Third Party Model Providers and/or pooled investment vehicles such as mutual funds and ETFs and other investment vehicles for inclusion in these managed products. With respect to mutual funds, BNYA uses quantitative and qualitative analysis to evaluate mutual funds. The criteria employed in the screening may vary depending on a variety of criteria, including but not limited to: analysis of the particular investment style; evaluation of the investment personnel, investment philosophy, investment process, implementation and firm/organization; assessment of performance/risk; and fund costs. With respect to ETFs, BNYA uses a comparable screening process where the factors considered include, but are not limited to, the tracked index or benchmark, performance, comparables, personnel and content of the particular ETF. BNYA also conducts on-going due diligence/review of the mutual funds and ETFs used within BNYA proprietary products. In each case, the inclusion of these various investment vehicles in a BNYA proprietary product is reviewed and approved by BNYA’s Investment Advisory Council. Similarly, BNYA may replace any of these investment vehicles, at its discretion, at any time, subject to review and approval by BNYA’s Investment Advisory Council. D. Portfolio Manager or Third Party Model Provider Termination If a Portfolio Manager or Third Party Model Provider is removed from the Program, or the agreement between a Portfolio Manager or Third Party Model Provider and BNYA is terminated, that Portfolio Manager or Third Party Model Provider will not be available in the Program. In the event of such a termination, BNYA will notify the Consultants of all affected Clients as soon as practicable. The Consultant will advise you on whether to select a new Portfolio Manager or Model that is available through the Program or to take other action. To be eligible for participation in the Managed360 Program, your account must be managed by a Portfolio Manager available in the Program. If you do not select a new Portfolio Manager in the event of a Portfolio Manager termination, BNYA reserves the right to take action with respect to your account(s) that have been unmanaged for more than sixty (60) days, including, but not limited to, terminating its investment advisory agreement with you or instructing the Broker to liquidate the assets and send you a check for the liquidation proceeds. BNYA will not, under any circumstances, be responsible or liable for accounts which become unmanaged and which are not immediately invested with an alternate Portfolio Manager or pursuant to an alternate Model. You and your Consultant are responsible for accounts that are unmanaged due to Portfolio Manager or Third Party Model Provider termination. The Broker may take any other action available in accordance with its brokerage agreement. BNYA retains the authority to terminate or change Portfolio Managers or Third Party Model Providers when circumstances are such that BNYA believes termination or change is generally beneficial. BNYA notifies the applicable Firms and Consultants about the termination and 47  replacement of Portfolio Managers, strategies, Third Party Model Providers and Models, and the Consultant, in turn, is responsible for advising you about these changes to the Program. The replacement process may differ by Firm. E. Performance Standards BNYA may obtain investment performance information from the Portfolio Managers. Individual Portfolio Managers use various methods of calculating performance. Many Portfolio Managers adhere to specific performance calculation standards and every attempt is made to obtain performance information, which is calculated according to a uniform and consistent basis. In some cases, however, the information provided by Portfolio Managers may not be calculated on a uniform and consistent basis versus other Portfolio Managers. 1. Risks of Reported Performance When evaluating performance, BNYA believes you should consider the risks inherent with investing in any one asset class or style. Your individual returns will be reduced by advisory, program and other applicable fees. Because fees are deducted periodically, the compounding effect will be to increase the impact of fee deductions by an amount directly related to the gross account performance. For example, on an account with an 8.6% gross annual rate of return and a 3% annual fee deducted quarterly (.75%); the compounding effect of the fees would result in a net annual rate of return of 5.38%. Actual results will vary from this example. Performance data represents past performance and does not guarantee future results. Your actual account performance may be lower or higher than the performance data reported in marketing or other materials created by BNYA or Portfolio Managers. The investment return and principal value of an investment will fluctuate, so that your assets, when sold, may be worth more or less than their original cost. BNYA does not provide performance reports or calculations on non-U.S. securities or non-U.S. currencies. 2. BNYA’s Review of Performance Information BNYA does not perform a review of the Portfolio Managers’ performance as part of the initial baseline review of Portfolio Managers offered in the Program. However, BNYA does perform a review of the Portfolio Managers’ composite performance disclosure as it relates to the performance provided by the Portfolio Manager through Morningstar as part of the initial baseline review. For Covered Managers, an initial review of the Manager’s performance is conducted by the Manager Research Group. In addition to the initial review, on an annual basis, if a Covered Manager calculates a composite return and makes it available for presentation to Clients, BNYA will compare the Covered Manager’s self-reported composite performance to the composite performance BNYA calculated based on BNYA accounts managed by that Covered Manager. BNYA performs this comparison as a reasonableness check as part of its ongoing monitoring process for U.S.-based Covered Managers only. BNYA cannot guarantee the accuracy of the Covered Managers’ composite performance. 48  3. Affiliated Portfolio Managers’ Performance There are Portfolio Managers included in the Managed360 Program which are affiliates or related parties of BNYA. BNYA’s affiliate, MIC, serves as Portfolio Manager for the BNY Precision Direct Indexing S&P 500 product. BNYA serves as Portfolio Manager for Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Flexible UMA, Target Retirement Date Portfolios, Target Risk Offshore Portfolios and BNYA Third-Party Strategists products. 4. Composite Performance – Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Target Retirement Date Portfolios and Target Risk Offshore Portfolios For Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Target Retirement Date Portfolios and Target Risk Offshore Portfolios, the inception of a published BNYA composite begins when five accounts have been managed in that style for a one-month time period. Each composite includes fee-paying and non-fee-paying, discretionary accounts. BNYA generally includes actual, fee-paying and non-fee paying discretionary accounts in at least one composite; BNYA does not publish composites that contain fewer than five accounts managed in a particular manager/style for a one-month period. Terminated accounts are permanently included in all monthly composites in which they were previously active for the entire month. They are excluded in the month in which they terminate. All returns through December 31, 2017 were calculated using the Modified Dietz method. All returns thereafter are calculated using a daily time weighted rate of return. BNYA calculates performance on a total return basis, which includes realized gains, unrealized gains, and interest and dividend income. Cash is included in the calculation. Accrual accounting is used to recognize interest and dividend income. Cash flows are accounted for by the date they are received. BNYA annualizes returns for periods greater than one year. Composite returns (gross of fees) represent historical gross performance with no deduction for advisory fees (which include Program Fees, Consultant Fees and other applicable fees); assumes reinvestment of dividends, capital gains and any other earnings; and is net of transaction costs. Individual client returns will be reduced by the advisory fee and any other fees and/or expenses incurred in the management of a client’s account. Returns for periods longer than one year are annualized. Composite returns (net of fees) reflect the deduction of applicable advisory fees and transaction costs, and assume the reinvestment of dividends, income and any other earnings. Applicable advisory fees are based upon actual advisory fees deducted from each account in the composite. Returns for periods longer than one year are annualized. 5. Performance – Third Party Model Providers BNYA does not calculate performance of the Third Party Model Provider Models. F. Potential Conflicts of Interest Relating to BNYA Managed Products The manager and investment vehicle research conducted by the Manager Research Group gives rise to a potential conflict of interest as it relates to Portfolio Managers owned by BNY and/or their related products. There may be instances where BNYA provides different advice depending upon 49  the types of clients involved, the type of product involved and/or other factors, which may lead to different results. Because BNYA acts as both sponsor and Portfolio Manager for the Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Flexible UMA, Target Retirement Date Portfolios, Target Risk Offshore Portfolios and BNYA Third-Party Strategists products (collectively, the “BNYA Managed Products”), there is the potential for a conflict of interest. BNYA relies on you and your Consultant to make the decisions as to which Portfolio Manager to use in your account. By removing itself from the decision process, BNYA averts a potential conflict of interest as to whether the Client selects BNYA or an independent Portfolio Manager. As a subsidiary of BNY, BNYA has a substantial number of investment advisory affiliates. Sub-Advisers that are investment advisory affiliates of BNYA and/or investment vehicles, including mutual funds and ETFs that are advised or sub-advised by investment advisory affiliates of BNYA (i.e., Proprietary Funds) may be used in the construction of the BNYA Managed Products’ portfolios. To the extent permissible under applicable law, BNYA from time to time recommends Proprietary Funds for inclusion in one or more BNYA Managed Products. BNYA has an incentive to allocate investments to Proprietary Funds in order to generate additional fees for us or our affiliates. BNYA also may give advice or take actions which differ by product, such as the methodology associated with fee calculations and the waiving of fees payable to an affiliate when an account is invested in a Proprietary Fund. For the avoidance of doubt, and based upon prior written Client consent, when Proprietary Funds are included in a BNYA Managed Product, BNYA either (i) waives its advisory fee and sponsor fee, as applicable, for the BNYA Managed Product, in which case Clients pay any Proprietary Fund fees on assets held in the Proprietary Funds or, alternatively, (ii) excludes Client assets invested in Proprietary Funds for purposes of calculating BNYA’s advisory fee and sponsor fee, as applicable, in which case Clients pay Proprietary Fund fees on assets held in the Proprietary Funds. Any differences in fee methodology are based on factors such as product type, the Proprietary Funds used, or other distinguishing factors as determined by BNYA. When BNYA serves as Portfolio Manager, BNYA does not purchase securities issued by BNY. A Third Party Model Provider may independently select a mutual fund or ETF to be included in its Models which is advised or sub-advised by an investment advisory affiliate of BNYA (i.e., Proprietary Funds). A conflict exists because BNYA has the discretion to replace Proprietary Funds included in Third Party Model Provider Models, thereby affecting the compensation which may be earned by BNYA’s affiliate. When BNYA becomes aware that an affiliate is functioning in such capacity, and where BNYA chooses not to replace the Proprietary Fund, or the Third Party Model Provider is unable (or unwilling) to replace the Proprietary Fund, BNYA will rebate the fees received by the affiliated adviser to the Client. For a list of Third Party Model Provider Models that include Proprietary Funds, please refer to the BNY Advisors Affiliate Advised/Sub-Advised Fund and Model List located at: https://www.bny.com/pershing/us/en/disclosures.html#bnymadvisors. Third Party Model Providers, independent from BNYA, determine which funds to include in their respective Models. BNYA has other Clients, advised through other programs (see BNY Mellon Advisors, Inc. Firm Brochure – Institutional & High Net Worth Client Solutions located at: https://adviserinfo.sec.gov/firm/brochure/106108) where such Clients invest in products advised or sub-advised by an investment advisory affiliate of BNMA and fees are not rebated but waived. Whether fees are rebated or waived depends on numerous factors including the size of the account and the affiliated products used in a client account. BNYA’s broker-dealer affiliates, including Pershing LLC and Pershing Advisor Solutions, receive 50  fees from certain mutual fund families whose funds are used in the BNYA Managed Products. In addition, one or more BNYA affiliates may be a service provider, such as a trustee or administrator to a mutual fund or ETF used in the BNYA Managed Products, and they may receive a fee from the mutual fund or ETF for performing such service. Certain employees of BNYA or its affiliates may be invested in the BNYA Managed Products. BNYA monitors security ownership by its employees according to a personal trading policy, which is incorporated in the BNYA Compliance Manual and Code of Ethics, which are described in Items 9.G (Compliance Plan) and 9.H (Code of Ethics and Personal Trading). BNYA and certain of its affiliates perform investment advisory services for various Clients. In many instances, BNMA gives advice and takes action in the performance of its duties with respect to certain Clients, which differs from the advice given, or the timing or nature of action taken, with respect to other Clients. BNYA has no obligation to purchase or sell for a Client any security or other property, which it purchases or sells for its own account or for the account of any other Client, if it is undesirable or impracticable to take such action. BNYA, our affiliates and our employees from time to time invest in the BNYA Managed Products (“Proprietary Accounts”). This creates conflicts of interest, as BNYA has an incentive to favor Proprietary Accounts by, for example, directing our best investment ideas to the Proprietary Accounts or allocating, aggregating or sequencing trades in favor of such accounts, to the disadvantage of other accounts. We also have an incentive to dedicate more time and attention to Proprietary Accounts and to give them better execution and brokerage commissions than our other client accounts. As noted previously, we and certain of our affiliates manage numerous accounts with a variety of interests. This necessarily creates conflicts of interest for us. For example, from time to time, we or an affiliate cause multiple accounts to invest in the same investment. Such accounts could have conflicting interests and objectives in connection with such investment, including differing views on the operations or activities of the portfolio company, the targeted returns for the transaction and the timeframe for and method of exiting the investment. Conflicts also arise in cases where multiple BNYA and/or affiliate client accounts are invested in different parts of an issuer’s capital structure. For example, one of our client accounts could acquire an equity investment of a company while an affiliate’s client account acquires a debt obligation of the same company. In negotiating the terms and conditions of any such investments, we could conclude that the interests of the debt-holding client accounts and the equity holding client accounts conflict. If that issuer encounters financial problems, decisions over the terms of any workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, debt holding accounts may be better served by a liquidation of an issuer in which it could be paid in full, whereas equity holding accounts might prefer a reorganization of the issuer that would have the potential to retain value for the equity holders. As another example, holders of an issuer’s senior securities could potentially direct cash flows away from junior security holders, and both the junior and senior security holders could be BNYA client accounts. Please refer to Item 9 (Financial Industry Affiliations) for more information about potential conflicts of interest. G. BNYA as Portfolio Manager: Methods of Analysis, Investment Strategies and Risk of Loss 51  BNYA acts as Portfolio Manager with respect to the BNYA Managed Products, which are available in the Program, and are described below. 1. Asset Classes A description of each asset class used in the BNYA Managed Products is provided below. It is important to remember that there are risks inherent in any investment, including the loss of principal, which you must be prepared to bear. There is no assurance that any asset class or index, or a diversified mix of assets will provide positive performance over time. Asset classes and/or other investment strategies not included in the BNYA Managed Products may exhibit similar or superior characteristics and performance than those that are included. The risks associated with certain investment vehicles are described in Exhibit C. a. Fixed Income Asset Classes U.S. short-term fixed income: Seeks to provide a more conservative duration positioning relative to the broad U.S. fixed income market. U.S. inflation-protected securities: Seeks to provide exposure to U.S. Treasury Inflation-Protected Securities (TIPS). This allocation is intended to provide a hedge against U.S. inflation. U.S. intermediate-term fixed income: Seeks to provide exposure to intermediate-term government, municipal, corporate and mortgage- and asset-backed fixed income securities. This allocation is intended to provide diversification of income through a broad exposure to the U.S. fixed income universe. U.S. long-term fixed income: Seeks to provide exposure to long-term government, municipal and corporate fixed income securities. This allocation is intended to capture incremental yield due to a term premium. U.S. high-yield fixed income: Seeks to provide exposure to U.S. high-yield or non-investment-grade fixed income. This allocation is intended to generate income through investments in U.S. high- yield bonds. Emerging markets fixed income: Seeks to provide exposure to and diversification through non- U.S. yield curves and an asset class with a relatively unique return profile. U.S. bank loans: Seeks to provide exposure to privately structured senior-secured corporate debt obligations with adjustable interest rates. This allocation is intended to generate incremental yield, hedge against rising U.S. interest rates and provide selective credit opportunities. Opportunistic bond: Seeks to provide exposure to active managers focused on less traditional segments of fixed income markets, generally in a less constrained manner. This allocation is intended to provide diversification of income through a broad exposure to the U.S. fixed income universe. 52  b. Equity Asset Classes U.S. large-cap equity: Seeks to provide exposure to the equities of U.S. large-capitalization companies. This allocation is designed to provide exposure to an asset class that makes up the majority of the U.S. equity market. U.S. mid-cap equity: Seeks to provide exposure to the equities of U.S. mid-capitalization companies. This allocation is used for its above-average long-term cumulative risk/return potential. U.S. small-cap equity: Seeks to provide exposure to the equities of U.S. small-capitalization companies. This allocation is used for its above-average long-term cumulative risk/return potential. U.S. micro-cap equity: Seeks to provide exposure to the equities of U.S. micro-capitalization companies. This allocation is used for its above-average, long-term cumulative risk/return potential. International equity: Seeks to provide exposure to the equities of non-U.S. developed market companies. This allocation is designed to provide diversification through investments in companies outside of the United States. International small-cap equity: Seeks to provide exposure to the equities of non-U.S. developed market small-cap companies. This allocation is intended to provide long-term capital appreciation, as well as diversification through investments in companies outside of the United States. Emerging markets: Seeks to provide exposure to the equities of non-U.S. emerging markets companies. This allocation is used for its above-average long-term cumulative risk/return potential as well as diversification through investments in companies outside of the United States. Global equity: Seeks to provide exposure to U.S. and non-U.S. companies in an investment vehicle. This allocation is intended to provide diversification. Commodities: Seeks to provide exposure to commodities, including agricultural, energy and metals. This allocation is used to provide diversification, as well as a potential hedge against future inflation. Real Estate Investment Trusts (“REITs”): Seeks to provide enhanced diversification potential through its long-term low correlation to the stock and bond markets. This allocation seeks to lessen overall portfolio volatility and provide income via its dividend yield. Miscellaneous sector/global thematic: Seeks to provide diversification, risk management and/or income generation potential. This allocation may include investment vehicles that invest in real assets, global infrastructure, gold bullion and/or commodities. The allocation may also include exposure to U.S. and non-U.S. companies. Alternative investments: Seeks to provide exposure to investments used primarily for their low correlation to more traditional equity and fixed income asset classes, and thus seeks to reduce overall volatility. The AdvisorFlex Portfolios Preservation Strategy models may include managed futures, currency carry, merger arbitrage, convertible arbitrage, long /short equity, and multi- 53  strategy funds. Preferred securities: Seeks to provide exposure to investments that have higher income potential compared to fixed income sectors. The allocation may also be used to provide diversification due to the historically low correlation to other bond and stock asset classes. Gold bullion: Seeks to provide exposure to gold bullion via an ETF. BNYA believes that gold has the potential to improve risk-adjusted returns as a strategic position in portfolios. Historically, gold has tended to fare relatively well in inflationary markets and has often provided a “haven” in turbulent times. We also believe that gold has the potential to act as a portfolio buffer when geopolitical risks escalate. This allocation included in the miscellaneous sector/global thematic asset class. Global infrastructure: Seeks to provide targeted exposure to infrastructure stocks from around the world via an ETF. This allocation is designed to provide diversification, risk management and income generation potential. 2. BNY AdvisorFlex Portfolios BNYA acts as the Portfolio Manager for AdvisorFlex Portfolios which is a managed account product available in the Program. BNYA is both the sponsor of the Program and the Portfolio Manager of AdvisorFlex Portfolios. BNYA uses the same analysis described in Item 6.C above to evaluate vehicles for use in AdvisorFlex Portfolios. AdvisorFlex Portfolios includes three, objectives-based strategies (Appreciation, Income and Preservation), with multiple models within each strategy, as described below. A list of each asset class used in one or more of each of the models is provided below. a. Appreciation Strategy BNYA designed the Appreciation Strategy to seek to provide: • a long-term level of returns associated with equity and fixed income asset classes; and • above-average, risk-adjusted levels of appreciation. There are eleven (11) Appreciation Strategy models, including five (5) tax aware models, each representing various levels of expected risk and return. Appreciation 50/50 is the most conservative model and Appreciation All Equity 100/0 is the most aggressive. For the tax aware models, Tax Aware Appreciation 90/10 is the most aggressive. In each underlying Appreciation Strategy model, BNYA seeks to achieve its objective through tilts toward asset classes with above-average cumulative return potential, as well as asset classes that pay a premium to investors with a long-term time horizon. The eleven (11) Appreciation Strategy models hold investment vehicles, including mutual funds and/or ETFs, which offer exposure to broad asset classes, such as stocks and bonds. Each asset class is intended to contribute to the overall investment objective of the respective models. The tax aware models include municipal bond funds in the fixed income asset classes. Although BNYA designed the Appreciation Strategy to seek to provide risk-adjusted levels of 54  appreciation, there is no guarantee that the value of your investment will appreciate. For the Appreciation Strategy models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. high yield fixed income • Opportunistic bond • U.S. bank loans • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • U.S. micro-cap equity • International equity • International small-cap equity • Emerging markets equity • Miscellaneous sector/global thematic • Alternative investments • Gold bullion • Commodities • Global infrastructure The eleven (11) Appreciation Strategy model portfolios are: Tax Aware Appreciation 50/50 Tax Aware Appreciation 60/40 Tax Aware Appreciation 70/30 Tax Aware Appreciation 80/20 Tax Aware Appreciation 90/10 Appreciation 50/50 Appreciation 60/40 Appreciation 70/30 Appreciation 80/20 Appreciation 90/10 Appreciation All Equity 100/0 b. Income Strategy BNYA designed the Income Strategy to seek to provide: • a risk-managed, diversified portfolio; and • select opportunities for above-average level of yield. There are ten (10) Income Strategy models, including five (5) tax aware models, each representing various levels of expected risk and return. Income 0/100 is the most conservative model and Income 40/60 is the most aggressive. In each underlying Income Strategy model, BNYA seeks to achieve its objective through exposure to some or all of the following: dividend paying stocks, real estate 55  investment trusts, high yield fixed income and preferred securities. The ten (10) Income Strategy models hold investment vehicles, including mutual funds and/or ETFs, which offer exposure to broad asset classes, such as stocks and bonds. Each asset class is intended to contribute to the overall investment objective of the respective models. The tax aware models include municipal bond funds in the fixed income asset classes. Although BNYA designed the Income Strategy to seek to provide an above-average level of yield, there is no guarantee that income will be consistently generated from your investment. For the Income Strategy models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. high yield fixed income • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • International equity • REITs • Preferred securities The ten (10) Income Strategy model portfolios are: Income 0/100 Income 10/90 Income 20/80 Income 30/70 Income 40/60 Tax Aware Income 0/100 Tax Aware Income 10/90 Tax Aware Income 20/80 Tax Aware Income 30/70 Tax Aware Income 40/60 c. Preservation Strategy BNYA designed the Preservation Strategy to seek to provide: • a long-term level of returns typically associated with equity and fixed income asset classes; • a degree of downside risk management; and • a similar level of long-term volatility, when compared to standard capitalization-weighted indices. There are ten (10) Preservation Strategy models, including five (5) tax aware models, representing various levels of risk and return. Preservation 20/70/10 is the most conservative model and Preservation 60/10/30 is the most aggressive. In each underlying Preservation Strategy model, BNYA seeks to achieve its objective through tilts toward non-cyclical economic sectors, higher 56  quality securities, and alternative strategies that may alter risk characteristics of the portfolio. The ten (10) Preservation Strategy models hold investment vehicles, including mutual funds and/or ETFs, which offer exposure to broad asset classes, such as stocks and bonds. Each asset class is intended to contribute to the overall investment objective of the respective models. The tax aware models include municipal bond funds in the fixed income asset classes. Although BNYA designed the Preservation Strategy to seek to provide a level of downside risk management, there is no guarantee that the value of your investment will be preserved. For the Preservation Strategy models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity • International equity • Emerging markets equity • Miscellaneous sector/global thematic • Alternative Investments • Gold bullion The ten (10) Preservation Strategy model portfolios are: Preservation 20/70/10 Preservation 30/55/15 Preservation 40/40/20 Preservation 50/25/25 Preservation 60/10/30 Tax Aware Preservation 20/70/10 Tax Aware Preservation 30/55/15 Tax Aware Preservation 40/40/20 Tax Aware Preservation 50/25/25 Tax Aware Preservation 60/10/30 BNYA designed the AdvisorFlex Portfolios models to seek to align with the different phases of the investor life cycle: from wealth accumulation, to transition into retirement and, ultimately, the management and distribution of income. Each of the models contains specific investment selections. Disclosures relating to the risks associated with certain investment selections are contained in Exhibit C and you should review them in detail. You and your Consultant are responsible for selecting the appropriate model for you. After account opening, you or your Consultant may determine to move up or down one model level from the originally selected model, in your and your Consultant’s sole discretion. For each investment selection within a model, BNYA identifies several options from which you and 57  your Consultant may choose. Within each model, there will be primary investment selections (“Primary Selections”) and alternate investment selections (“Alternate Selections”) from which you and your Consultant may choose. BNYA will implement certain updates and changes to the models (“Model Updates”) throughout the life of your AdvisorFlex Portfolios account. You have given BNYA the limited discretion to make trades in your account for Model Updates. You and your Consultant are responsible for reviewing all such Model Updates. When BNYA performs a Model Update, BNYA may replace one investment vehicle with another and/or change the asset allocation of the model. At any time and in BNYA’s sole discretion, BNYA may reclassify a Primary Selection as an Alternate Selection. In such a case, existing accounts in the Managed360 Program that designated the default model at account opening would be traded into the new Primary Selection, and existing accounts in the Managed360 Program that did not designate the default model would keep the existing selection unless you or your Consultant decides to change to the new Primary Selection. In each instance, BNYA will notify your Consultant. In the event that a Primary Selection is eliminated from a model altogether, all accounts in the model that held the previous Primary Selection will default to the new Primary Selection. In the event that BNYA removes one of the Alternate Selections, affected accounts will default to either the Primary Selection or another, available Alternate Selection, as determined by BNYA. If you select both Primary Selections and Alternate Selections to complete a model, the mixture of Primary Selections and Alternate Selections may result in changes to the weightings within an asset allocation. Certain asset classes may contain only Primary Selections. Alternate Selections will not be made available in those cases, in BNYA’s sole discretion. You may grant limited discretion to your Consultant to make changes to Primary Selections and Alternate Selections in your AdvisorFlex Portfolios account and to make other decisions relating to the AdvisorFlex Portfolios account on your behalf. Please refer to your agreement with your Firm and/or Consultant for more information regarding the discretion you grant to your Consultant. Because BNYA is the Portfolio Manager for AdvisorFlex Portfolios, BNYA does not perform a separate analysis of its management of AdvisorFlex Portfolios, as it does for independent Covered Managers. Suitability is determined at the account level according to the model expectations. If a model does not perform according to expectations, BNYA may adjust the model. 3. BNY Target Risk Focus Portfolios Target Risk Focus Portfolios is a discretionary mutual fund and ETF wrap account product that seeks to assist emerging and mass-affluent investors grow their wealth. BNYA, serving as the Portfolio Manager, allocates investor assets systematically across multiple asset classes and styles using mutual funds and/or ETFs in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA uses the same analysis described in Item 6.C above to evaluate vehicles for use in Target Risk Focus Portfolios. Target Risk Focus Portfolios offers eleven (11) diversified, discretionary investment models that 58  generally include allocations to traditional asset classes, including five (5) tax aware models. For the Target Risk Focus ETF models, Target Risk Focus ETF Fixed Income 0/100 is the most conservative model, with the model allocated to fixed income; Target Risk Focus ETF 100/0 is the most aggressive model, with an allocation focused on equities. For the tax aware models, Target Risk Focus ETF Tax Aware 0/100 is the most conservative model, while Target Risk Focus ETF Tax Aware 80/20 is the most aggressive model. For the Target Risk Focus ETF models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • Global equity • International equity • International small-cap equity • Emerging markets equity • Miscellaneous sector/global thematic • Gold bullion • Commodities The eleven (11) Target Risk Focus ETF model portfolios are: Target Risk Focus ETF Tax Aware 0/100 Target Risk Focus ETF Tax Aware 20/80 Target Risk Focus ETF Tax Aware 40/60 Target Risk Focus ETF Tax Aware 60/40 Target Risk Focus ETF Tax Aware 80/20 Target Risk Focus ETF Fixed Income 0/100 Target Risk Focus ETF 20/80 Target Risk Focus ETF 40/60 Target Risk Focus ETF 60/40 Target Risk Focus ETF 80/20 Target Risk Focus ETF 100/0 At the time of this Brochure, the Target Risk Focus ETF models consist solely of ETFs. However, these models may include open and closed end mutual funds and other types of securities, as determined by BNYA, in its sole discretion. The tax aware models include municipal bond funds in the fixed income asset classes. Because BNYA is the Portfolio Manager for Target Risk Focus Portfolios, it does not perform a separate analysis of its management of the Target Risk Focus Portfolios as it does for independent Covered Managers. Suitability is determined at the account level according to the model expectations. If a model does not perform according to expectations, BNYA may adjust the model. 59  4. BNY Target Risk Portfolios Target Risk Portfolios is a discretionary, multi-discipline mutual fund and ETF wrap account product contained in a single portfolio. BNYA, serving as the Portfolio Manager, determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA uses the same analysis described in Item 6. C above to evaluate vehicles for use in Target Risk Portfolios. Target Risk Portfolios offers ten (10) diversified, discretionary investment models, including four (4) tax aware models, that generally include allocations to traditional asset classes. Target Risk 20/80 is the most conservative model, with the majority of the model allocated to fixed income and the balance to equities; Target Risk US Equity 100/0 is the most aggressive model, with an allocation focused on U.S. equities. For the tax aware models, Target Risk Tax Aware 80/20 is the most aggressive model. For the Target Risk Portfolios models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • International equity • International small-cap equity • Emerging markets equity • Miscellaneous sector/global thematic • Gold bullion • Commodities • Global infrastructure The ten (10) Target Risk Portfolios model portfolios are: Target Risk 20/80 Target Risk 40/60 Target Risk 60/40 Target Risk Tax Aware 20/80 Target Risk Tax Aware 40/60 Target Risk Tax Aware 60/40 60  Target Risk Tax Aware 80/20 Target Risk 80/20 Target Risk Equity 100/0 Target Risk US Equity 100/0 These models include open and closed end mutual funds, ETFs and/or other types of securities, as determined by BNYA, in its sole discretion, including Proprietary Funds. The tax aware models include municipal bond funds in the fixed income asset classes. Because BNYA is the Portfolio Manager for Target Risk Portfolios, it does not perform a separate analysis of its management of Target Risk Portfolios as it does for independent Covered Managers. Suitability is determined at the account level according to the model expectations. If a model does not perform according to expectations, BNYA may adjust the model. 5. BNY/American Funds Core Portfolios BNY/American Funds Core Portfolios is a discretionary mutual fund and ETF wrap account product contained in a single portfolio. BNYA, serving as the Portfolio Manager, allocates investor assets systematically across multiple asset classes and styles using American Funds mutual funds and other select ETFs in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA is solely responsible for the fund selection and construction of BNY/American Funds Core Portfolios and neither American Funds Distributors, Inc. nor its affiliates are involved in such activities, nor do American Funds Distributors, Inc. or its affiliates serve as investment adviser to Client accounts. BNYA uses the same analysis described in Item 6.C above to evaluate vehicles for use in BNY/American Funds Core Portfolios. BNY/American Funds Core Portfolios consist of three (3) models designed to align with key stages of the investor lifecycle, which may consist of open and closed-end mutual funds, ETFs and other types of securities, as determined by BNYA in its sole discretion. BNY/American Funds 40/60 is the most conservative model, with the majority of the model allocated to fixed income and the balance to equities, BNY/American Funds 80/20 is the most aggressive model, with an allocation mostly focused on equities. For the BNY/American Funds Core Portfolios models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-tern fixed income • U.S. inflation-protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • Balanced (fixed income and equity contained in a single fund) • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity 61  • Global equity • International equity • International small-cap equity • Emerging markets equity • Miscellaneous sector/global thematic • Gold bullion The three (3) BNY/American Funds Core Portfolios models are: BNY/American Funds 40/60 BNY/American Funds 60/40 BNY/American Funds 80/20 Because BNYA is the Portfolio Manager for BNY/American Funds Core Portfolios, it does not perform a separate analysis of its management of the portfolios as it does for independent Covered Managers. Suitability is determined at the account level according to the model expectations. If a model does not perform according to expectations, BNYA may adjust the model. 6. BNY Flexible Unified Managed Account Flexible UMA is a flexible discretionary, multi-discipline managed account product contained in a single portfolio. BNYA, serving as overlay manager, determines the investment options available for use within the Flexible UMA, which include mutual funds, ETFs, Target Risk Portfolios models, Target Risk Focus Portfolios models, BNY/American Funds Core Portfolios models and Third Party Model Provider Models. BNYA uses the same analysis described in Item 6.C above to evaluate investment options for use in Flexible UMA. Either you or your Consultant retains final authority for selecting among the available investment options in your Flexible UMA account. BNYA has assembled a series of Models from Third Party Model Providers listed in Exhibit B. Each Model consists of a unique investment mix and each Model and strategy has a distinctive risk profile associated with it. Your assets are invested in accordance with the investment objective and level of risk you and your Consultant determine suits your risk tolerance and financial objectives. BNMA is granted limited discretionary trading authority with respect to assets in Models. Pursuant to its discretionary trading authority, BNYA will invest the assets in your account according to the Model(s) you have selected. BNYA will also periodically buy and sell securities in your account so that the assets you own are in line with the Model without receiving prior approval from you. This process is known as “rebalancing.” Asset allocations will differ depending on the Model you have selected. Once a particular Third Party Model Provider notifies BNYA of a change to a Model, BNYA will generally make corresponding changes to your account. BNYA, as the discretionary manager, reserves the right to not accept a particular change to a Model. In addition, if a security is subject to a reasonable restriction you imposed, BNYA will not purchase that security for your account. 62  When a Third Party Model Provider makes a change to a Model, the Third Party Model Provider may notify BNYA after the Third Party Model Provider has bought and sold securities in its other clients’ accounts. As a result of the timing of Model change notifications and BNYA’s processes, Third Party Model Providers may effect trades on behalf of their other clients’ accounts before BNYA effects corresponding trades in your account. Therefore, in connection with a Model change, due to the potential for the markets to react to the trades effected by a Third Party Model Provider, you may be at a disadvantage when compared to the Third Party Model Provider’s other clients with respect to the timing of the trades. Third Party Model Providers do not receive information regarding your identity, circumstances, financial condition, portfolio holdings, tax situation, regulatory status or financial needs or goals. Third Party Model Providers have no obligation for the provision of advice specifically to you, are not responsible for determining the appropriateness or suitability of a Model, or of any of the securities included from time to time in a Model, for you specifically. Notwithstanding the foregoing, you and your Consultant may wish to review each Third Party Model Provider’s Form ADV Part 2A Brochure or alternative disclosure document for more information regarding a Third Party Model Provider and/or its Model(s). 7. BNY Advisors Third-Party Strategists Offering BNYA provides access to Models created by Third Party Model Providers. BNYA performs due diligence on various Third Party Model Providers and contracts with those Third Party Model Providers to provide the Models for the BNYA Third-Party Strategists product. BNYA continues to monitor contracted Third Party Model Providers and the Models on an ongoing basis. BNYA makes information about the Third Party Model Providers and the Models available to your Consultant. BNYA has assembled a series of Models from Third Party Model Providers, listed in Exhibit B, comprised of different asset classes. Because each Model consists of a unique investment mix, each Model has a distinctive risk profile associated with it. Your assets are invested in accordance with the investment objective and level of risk you and your Consultant determine suits your risk tolerance and financial objectives. If you have selected a Third Party Model Provider Model, your account is invested in a combination of some or all of the following investment vehicles, pursuant to the Model you have selected: • Exchange-traded products, such as ETFs and/or ETNs • Mutual funds • Equity securities Third Party Model Providers design each Model for a certain level of risk tolerance and investment objective and select mutual funds, ETFs, ETNs and/or equity securities that it believes are appropriate for each Model. BNYA is granted limited discretionary trading authority with respect to assets in your BNYA Third-Party Strategists account(s). Either you or your Consultant retains final authority for the Third Party Model Provider and Model selections. Pursuant to its discretionary trading authority, BNYA will invest the assets in your account according to the Model you have selected. BNYA will also periodically buy and sell securities in your account so that the assets you own are in line with the Model without receiving prior approval from you. This process is known as “rebalancing.” Asset allocations will differ depending on the Model you have selected. 63  Once a particular Third Party Model Provider notifies BNYA of a change to a Model, BNYA will generally make corresponding changes to your account. BNYA, as the discretionary manager, reserves the right to not accept a particular change to a Model. In addition, if a security is subject to a reasonable restriction you imposed, BNYA will not purchase that security for your account. When a Third Party Model Provider makes a change to a Model, the Third Party Model Provider may notify BNYA after the Third Party Model Provider has bought and sold securities in its other clients’ accounts. As a result of the timing of Model change notifications and BNYA’s processes, Third Party Model Providers may effect trades on behalf of their other clients’ accounts before BNYA effects corresponding trades in your account. Therefore, in connection with Model change, due to the potential for the markets to react to the trades effected by a Third Party Model Provider, you may be at a disadvantage when compared to the Third Party Model Provider’s other clients with respect to the timing of the trades. Third Party Model Providers do not receive information regarding your identity, circumstances, financial condition, portfolio holdings, tax situation, regulatory status or financial needs or goals. Third Party Model Providers have no obligation for the provision of advice specifically to you, are not responsible for determining the appropriateness or suitability of a Model, or of any of the securities included from time to time in a Model, for you specifically. Notwithstanding the foregoing, you and your Consultant may wish to review each Third Party Model Provider’s Form ADV Part 2A Brochure or alternative disclosure document for more information regarding a Third Party Model Provider and/or its Model(s). 8. BNY Target Retirement Date Portfolios Target Retirement Date Portfolios is a discretionary, multi-discipline mutual fund and ETF wrap account product contained in a single portfolio. Within portfolios, asset class/style allocations shift to a more conservative profile over time to seek to minimize risk as the target retirement date approaches. BNYA, serving as the portfolio manager, allocates investor assets systematically across multiple asset classes in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the model, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA uses the same analysis described in Item 6.C above to evaluate vehicles for use in the Target Retirement Date Portfolios. Target Retirement Date Portfolios consists of eleven (11) diversified, discretionary investment models. Target Retirement Date is the most conservative model, with the majority of the model allocated to fixed income and the balance to equities; Target Retirement Date 2070 is the most aggressive model, with an allocation focused on equities. While Target Retirement Date Portfolios models seek to reduce risk over time, they—like any investment—are not risk free, even when the target retirement date has been reached. Target Retirement Date Portfolios do not provide guaranteed income in retirement and can lose money if the funds held in portfolios drop in value. For Target Retirement Date Portfolios models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: 64  International small-cap equity • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. high-yield fixed income • Global/international fixed income • U.S. bank loans • Opportunistic bond • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • Global/international equity • • Emerging markets equity • Gold bullion • Commodities The eleven (11) Target Retirement Date Portfolios models are: Target Retirement Date 2050 Target Retirement Date 2055 Target Retirement Date 2060 Target Retirement Date 2065 Target Retirement Date 2070 Target Retirement Date Target Retirement Date 2025 Target Retirement Date 2030 Target Retirement Date 2035 Target Retirement Date 2040 Target Retirement Date 2045 Because BNYA is the Portfolio Manager for Target Retirement Date Portfolios, it does not perform a separate analysis of its management of the portfolios as it does for independent Covered Managers. Suitability is determined at the account level according to the model expectations. If a model does not perform according to expectations, BNYA may adjust the model. 9. BNY Target Risk Offshore Portfolios Target Risk Offshore Portfolios is a discretionary, multi-discipline managed account product housed in a single portfolio, with availability limited to NON-RESIDENTS of the United States. BNYA, serving as Portfolio Manager, determines asset allocation strategy and selects investment vehicles for each investment. BNYA uses the same analysis described in Item 6. C above to evaluate vehicles for use in Target Risk Offshore Portfolios. Target Risk Offshore Portfolios consists of eleven (11) core models based upon an investor’s risk tolerance, which consist of UCITS mutual funds and ETFs, as determined by BNYA. Target Risk Offshore Fixed Income 0/100 is the most conservative model, with the model allocated to fixed income; Target Risk Offshore Equity 100/0 is the most aggressive model, with an allocation focused on equities. For the Target Risk Offshore Portfolios models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: 65  • U.S. short-term fixed income • U.S. intermediate-term fixed income • Global/international fixed income • Global/international equity • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • Emerging markets equity The eleven (11) Target Risk Offshore Portfolios models are: Target Risk Offshore 60/40 Target Risk Offshore 70/30 Target Risk Offshore 80/20 Target Risk Offshore 90/10 Target Risk Offshore Equity 100/0 Target Risk Offshore Fixed Income 0/100 Target Risk Offshore 10/90 Target Risk Offshore 20/80 Target Risk Offshore 30/70 Target Risk Offshore 40/60 Target Risk Offshore 50/50 Because BNYA is the Portfolio Manager for Target Risk Offshore Portfolios, it does not perform a separate analysis of its management of the portfolios as it does for independent Covered Managers. Suitability is determined at the account level according to the model expectations. If a model does not perform according to expectations, BNYA may adjust the model. H. Brokerage Practices 1. Soft Dollars BNYA currently does not use soft dollar research or services. In the event BNYA should begin to use soft dollar research or services, then BNYA would make a good faith determination of the value of the research product or service in relation to the commissions paid. BNYA would pay particular attention to the fact that any benefit must be advantageous to Clients. Certain Portfolio Managers available in the Program may use soft dollars, which are the commission dollars of their advised accounts used to obtain investment research and brokerage services from other institutions. A Portfolio Manager’s decision to do so is independent of BNYA. You should consult each Portfolio Manager’s Form ADV Part 2A Brochure or other disclosure documents to determine the Portfolio Manager’s specific procedures and practices regarding their use, or lack thereof, of soft dollar arrangements. Certain Portfolio Managers who utilize soft dollar arrangements with outside parties, may also engage in “trade away” and “step out” transactions. These transactions, which are detailed and described in greater detail in Items 4.F.2 and Exhibit D of this Brochure, will likely cause additional trading costs, which will be passed on to you via the net price you receive from said trades. You should review the Form ADV Part 2A Brochure of the Portfolio Manager(s) you have selected to fully understand and evaluate their brokerage practices and conflicts of interest and to consider the additional expenses that you may incur. Also, as part of your overall review of your Portfolio Manager’s disclosures and expected fees, you should discuss their soft dollar practices as well as 66  their “trade away” or “step out” trading practices with your Consultant in order to determine how often they engage in such practices and how they seek to ensure that you receive best execution for those transactions when they decide to do so. 2. Trade Aggregation BNYA delegates certain operational functions to Managed Accounts, including trade order entry with respect to the BNYA Managed Products. Due to different trading technology platforms, the timing of trading among the different BNYA Managed Products may, and often does, differ. BNYA maintains “average price accounts” at Pershing for the trades in accounts managed by BNYA. Generally, trades made within the same Managed Product are aggregated in the same trading block so that all accounts within that trading block will receive the same price for execution based on the average price for the block. Typically, for each Managed Product, trades for new accounts, style changes and previous day contributions are aggregated in one trade block. For example, if the same security is being purchased in both AdvisorFlex Portfolios and Target Risk Portfolios at the same time, there would be separate trading blocks for each of the AdvisorFlex Portfolios and Target Risk Portfolios trades. For large ETF orders, BNYA may combine a trade across multiple BNYA Managed Products. Throughout the day, at various times, BNYA may receive requests from Clients that require one or more accounts to be traded. For example, you may ask your Consultant to raise cash for an upcoming withdrawal, liquidate a security or change the selected model portfolio. Managed Accounts will process the request and enter an order for a trade block as each request is received. If Managed Accounts receives multiple requests within a reasonable time (typically a 15 minute window), generally, Managed Accounts will aggregate those trades into a single trading block. 3. Trade Rotation Policy BNYA has adopted a trade rotation policy to define the sequence in which BNYA communicates trades and model portfolio advice (the “BNYA Trade Rotation”). BNYA utilizes the BNYA Trade Rotation, as necessary, when placing trades for client accounts in which BNYA has investment discretion as Portfolio Manager (“BNYA Discretionary Accounts”) and in communicating model changes to third parties that receive BNYA created model portfolios (“BNYA Model Recipients”) for which BNYA does not exercise trading discretion. When BNYA has trades executed in the BNYA Discretionary Accounts that it also communicates to one or more BNYA Model Recipients, BNYA will do so on a rotational basis. A rotation schedule will be maintained that includes BNYA Discretionary Accounts and each BNYA Model Recipient (the “Rotation Schedule”). BNYA’s trade execution and communication will follow the Rotation Schedule, which will rotate each day that trades are executed and communicated (i.e., the BNYA Discretionary Accounts or each BNYA Model Recipient that was previously first will move to the end of the Rotation Schedule). BNYA uses a third party portfolio accounting system to allocate the trades made in the Program. BNYA utilizes the pro-rata method within the system in the event of a partial trade order fill, whereby BNYA allocates shares to accounts on a pro-rata basis governed by a series of tax-lot and trade criteria until all shares are allocated. 67  BNYA’s receipt of a model portfolio from a Third Party Model Provider is subject to the trade rotation policy of such Third Party Model Provider (“Model Trade Rotation Policy”), as applicable, which allocates the distribution of model portfolio updates across multiple programs and/or products in which the Third Party Model Provider, as applicable, participates. In some cases, BNYA may not receive the model portfolio update until after such Third Party Model Provider has already executed trades in its own discretionary accounts. As a result of the Third Party Model Provider’s Model Trade Rotation Policy, your account may be disadvantaged based on the order in which BNYA receives updates to the model portfolio. Please refer to the Third Party Model Provider’s Form ADV Part 2A Brochure for more information regarding the trade rotation policies of that Third Party Model Provider, as applicable. 4. Withdrawal Requests - Short Settlement and Global Rebalancing When you request a cash withdrawal from your account, BNYA may first need to sell some of the securities in your account to raise the cash you requested. After an equity security is sold, it may take up to two (2) business days before the trade settles and the cash proceeds are in your account or distributed directly to you. In some cases, BNYA may be able to request a “short settlement” and have the trade settled in one (1) business day. Please note, however, that you will incur additional brokerage costs to have a short settlement effected. In addition, certain mutual funds do not permit next day settlement requests even though most open-ended mutual fund trades settle in one (1) business day. Periodically, BNYA will rebalance a portion of the portfolio or the entire portfolio (each, a “Global Rebalance”). During a Global Rebalance, if there is a cash balance in the portfolio, the cash may not be available to be withdrawn. BNYA performs its trading analysis based on trade date, not settlement date, so cash may appear to be available to you when it is not available during a Global Rebalance. For example, BNYA sends an order to sell a security and buy another security. The security sale raises $10,000 and the new security is purchased for the same amount. The sale may settle the next business day, but the new security may not settle for two (2) more business days. If you request a withdrawal and take the cash in the strategy after the sale of the security, but before the new security buy settles, it will result in a negative balance. In addition, there are times when it will take more than one (1) business day to complete the trading required for a Global Rebalance and cash may appear to be available to you at times when it is not available. If you wish to make a withdrawal or some other change, such as a Model change, style change, etc., BNYA cannot process this request on shares that have not settled, because the client does not own them yet. This would constitute a violation called “freeriding,” which is not permitted under the Federal Reserve Board’s Regulation T and the custodian may be required to prohibit trading in the Client’s account for 90 days. You should consult your tax advisor and Consultant on these issues prior to requesting a withdrawal from your account. 5. Important Trading Disclosures BNYA has adopted a Best Execution Policy pursuant to which BNYA reviews exception reports 68  containing samples of trades to monitor for best execution. Pursuant to its best execution policy, BNYA has established the Intermediary Best Execution Council which meets quarterly to review execution quality metrics and compliance with applicable regulations. BNYA may trade away from the designated broker in order to achieve best execution. When selecting other broker-dealers, BNYA does not consider whether BNYA or an affiliate receives client referrals from that broker-dealer. BNYA delegates certain functions, including administration of trading, to Managed Accounts. An unaffiliated Portfolio Manager may elect to pursue execution at a broker-dealer which is affiliated with BNYA. This determination is made solely by the Portfolio Manager; BNYA has no role in this determination. In the event, however, that a Portfolio Manager elects to employ such broker-dealer for execution, BNYA will rely on the Morgan, Lewis & Bockius LLC, SEC No- Action Letter (April 16, 1997) for authorization of such principal trades. BNYA will periodically review the execution of a sample of the Portfolio Manager’s trades in an effort to determine that the Portfolio Manager’s obligations to achieve best execution are being met. Each Portfolio Manager is responsible for ensuring that it complies with its best execution obligations. You should review the Portfolio Manager’s Form ADV Part 2A Brochure for a description of its brokerage practices and its approach to best execution, including conflicts of interest. Fractional shares are created as a result of dividend reinvestment or corporate actions. Because fractional shares are not able to be routed to an exchange or other market maker for execution, they are not able to be purchased or sold on an agency basis. By entering into the Client Agreement, you authorize us to effect fractional share transactions on a principal basis. BNYA and Pershing mitigate any potential conflicts of interest in effecting fractional share principal transactions by acing in the best interest of our clients and neither BNYA nor Pershing will receive any selling concession or other compensation or benefits as a result of such fractional share transactions. Your Firm has the option to participate in “Order Solution for Liquidations” (or “OSL”) whereby Pershing, as custodian, systematically creates orders to trade fractional shares when an account holds less than a single full share of an equity security or ETF. Trades executed as part of the OSL program are trades done on a principal basis. Certain Portfolio Managers participating in the Program have historically executed all or a portion of their trades in Client accounts with broker-dealer firms other than Pershing. Frequently these trades have been for fixed-income, foreign or small cap securities or strategies. In some cases, the unaffiliated broker-dealer imposes a commission or mark-up or mark-down (which may be embedded in the price of the security) for executing the trade, making it difficult to determine what the exact added cost is for your transaction executed away from Pershing. As a result, these Portfolio Managers and their strategies could be more costly than Portfolio Managers that primarily execute Client trade orders with Pershing. The Portfolio Managers that have been identified by BNYA as regularly trading away from Pershing are designated as such within the footnotes for Exhibit A below, and additional details regarding Portfolio Managers who trade away from Pershing can be found in Exhibit D. This information is based solely upon historical information collected from Portfolio Managers by BNYA. None of BNYA or any of its affiliates or associates makes any representation regarding the future trading practices of a particular Portfolio Manager. Please review the Portfolio Manager’s Form ADV Part 2A Brochure, inquire about the Portfolio Manger’s brokerage practices, and consider that information carefully, including any additional trading costs that you may incur, before selecting a Portfolio Manager to manage your account. You 69  may also contact your Consultant or the Portfolio Manager if you would like specific information about soft dollar arrangements, trade away practices and the amount of commissions or other costs, if any, that are typically incurred in connection with step out trades. 6. InvestCloud Security APL BNYA employs the InvestCloud (formerly Fiserv) Security APL (“APL”) system as its primary portfolio accounting system. APL has a process whereby a security or securities may not be purchased if there is inadequate cash in the account to purchase such security. In such cases, APL will prorate the available cash among the securities to be purchased, and APL will not purchase a security to a weight not specified in the designated model or portfolio. 7. Blackout Periods BNYA will implement blackout periods leading up to its discretionary portfolio changes (including changes to underlying investment vehicles, asset allocation changes and rebalances) made for AdvisorFlex Portfolios, Target Risk Focus Portfolios, Target Risk Portfolios, Target Risk Offshore Portfolios, Flexible UMA, Target Retirement Date Portfolios and BNY/American Funds Core Portfolios. During such blackout periods, processing of certain maintenance requests, such as contributions and withdrawals, and the associated trading may be delayed until the blackout period is complete. Because Client assets remain invested during the blackout period, the value of a Client’s account may decrease (or increase) during the blackout period. Requests to fully liquidate and terminate a Client account will not be impacted by blackout periods. I. BNYA Managed Client Account Customization Your account is tailored to your specific investment goals and objectives. Your Consultant may utilize software and research made available by BNYA to assist you in identifying your goals. After your Consultant collects financial and personal information from you, you and your Consultant decide on an asset allocation strategy and investment styles that fit the strategy. J. Client Restrictions You may impose reasonable restrictions on the investments in your account. For example, you may request that BNYA not buy a particular stock or stocks from a particular industry. However, BNYA may determine that it cannot accept your requested restriction if BNYA believes it may interfere with its investment discipline, in its sole discretion. Restrictions cannot be applied to the underlying holdings of pooled investment vehicles, such as mutual funds or ETFs, as trading is done at the fund level and not at the underlying security level. K. Differences in Wrap and Non-Wrap Services BNYA’s Managed Products are generally only offered through wrap fee programs. In a wrap fee program, BNYA’s advisory fees are disclosed and included as part of the total advisory fee. L. BNYA Performance Fee and Side-by-Side Management Disclosure Advisers are subject to certain fiduciary standards under federal law and owe clients an affirmative duty of utmost good faith to act solely in the best interests of the client and to make full and fair 70  disclosure of all material facts, particularly where the adviser’s interests may conflict with the client’s best interest. With respect to accounts held in its wrap fee programs, the fees BNYA receives do not include performance-based fees whereby a party is compensated based on a share of capital gains upon, or capital appreciation of, funds or any portion of funds or other investments in your account. BNYA does not contract with any Portfolio Manager or Third Party Model Provider to pay any performance-based compensation in the Program. M. Voting Client Securities by Portfolio Managers or by BNYA If you opt to have your Portfolio Manager vote proxies for you, your custodian will send reorganization notices and proxy materials to the Portfolio Manager. If your account is a tax- qualified retirement plan subject to ERISA, unless you opt to do it yourself, your Portfolio Manager will vote your proxies. If your account is not an ERISA account, you may either retain the right to vote proxies or delegate such authority to your Portfolio Manager. If you opt to vote your own proxies, you will receive proxies as described in your brokerage agreement with Pershing Advisor Solutions or Broker, as applicable. Clients should contact their Consultant if they have any questions about any proxies or other solicitations they receive. As part of the contractual relationship between us and our Clients, typically through an investment advisory agreement, a Client may delegate to us its right to exercise voting authority in connection with the securities we manage for that Client. Voting rights are most commonly exercised by casting votes by proxy at shareholder meetings on matters that have been submitted to shareholders for approval. Consistent with applicable rules under the Investment Advisers Act of 1940 (“Advisers Act”), we have adopted and implemented written proxy voting policies and procedures that are reasonably designed: (1) to vote proxies, consistent with our fiduciary obligations, in the best interests of Clients; and (2) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of Clients. We provide these proxy voting services as part of our portfolio management services to Client accounts and do not separately charge a fee for this service. Clients that have granted us with voting authority are not permitted to direct us on how to vote in a particular solicitation. We do not provide proxy voting recommendations to Clients who have not granted us voting authority over their securities. Individual Portfolio Managers have their own proxy voting policies and the policies differ from Portfolio Manager to Portfolio Manager. In instances where BNYA is the Portfolio Manager, Clients may delegate proxy voting to BNYA. BNYA’s proxy voting policy is set forth below: Council Structure BNYA has established the BNYA Proxy Voting and Governance Council (the “Council”) and exercises the voting rights delegated to it by Clients. The Council consists of representatives from our firm. We have adopted a Proxy Voting Policy, related procedures, and voting guidelines (the “Proxy Policies”). The Council seeks to make proxy voting decisions that are in the best interest of the Client and has adopted detailed, pre-determined, written proxy voting guidelines for specific types of proposals and matters commonly submitted to shareholders by U.S. and non-U.S. companies (collectively, the “Voting Guidelines”), which are included in the Proxy Policies. These Voting Guidelines are designed to assist with voting decisions, which over time seek to maximize 71  the economic value of the securities of companies held in Client accounts (viewed collectively and not individually) as determined in the discretion of the Council. BNYA believes that this approach is consistent with its fiduciary obligations and with the published positions of applicable regulators with an interest in such matters (e.g., the U.S. Securities and Exchange Commission and the U.S. Department of Labor), and we have adopted the Proxy Policies, including the Voting Guidelines, and agreed that we will vote proxies through the Council. BNYA does not permit Clients to direct BNYA on how to vote in a particular solicitation. However, if a Client of ours chooses to retain proxy voting authority or delegate proxy voting authority to an entity other than BNYA (whether such retention or delegation applies to all or only a portion of the securities within the Client’s account), either the Client’s or such other entity’s chosen proxy voting guidelines (and not the Council’s) will apply to those securities. Voting Philosophy BNYA recognizes that the responsibility for the daily management of a company’s operations and strategic planning is entrusted to the company’s management team, subject to oversight by the company’s board of directors. As a general matter, BNYA invests in companies believed to be led by competent management, as set forth in the Voting Guidelines, and BNYA customarily votes in support of management proposals and consistent with management’s recommendations. However, in BNYA’s role as a fiduciary, BNYA believes that it must express its view on the performance of the directors and officers of the companies in which Clients are invested and how these Clients’ interests as shareholders are being represented. Accordingly, as set forth in the Voting Guidelines, BNYA will vote against those proposals that BNYA believes would negatively impact the economic value of Clients’ investments – even if those proposals are supported or recommended by company management. BNYA seeks to vote on proxies of non-U.S. companies through application of the Voting Guidelines. However, corporate governance practices, disclosure requirements and voting operations vary significantly among the various non-U.S. markets in which our clients may invest. In these markets, we may face regulatory, compliance, legal or logistical limits with respect to voting securities held in Client accounts which can affect our ability to vote such proxies, as well as the desirability of voting such proxies. Non-U.S. regulatory restrictions or company-specific ownership limits, as well as legal matters related to consolidated groups, may restrict the total percentage of an issuer’s voting securities that we can hold for Clients and the nature of our voting in such securities. Our ability to vote proxies may also be affected by, among other things: (1) late receipt of meeting notices; (2) requirements to vote proxies in person; (3) restrictions on a foreigner’s ability to exercise votes; (4) potential difficulties in translating the proxy; (5) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions; and (6) requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting. Absent an issue that is likely to impact Clients’ economic interest in a company, BNYA generally will not subject Clients to the costs (which may include a loss of liquidity) that could be imposed by these requirements. In these markets, BNYA will weigh the associative costs against the benefit of voting, and may refrain from voting certain non-U.S. securities in instances where the items presented are not likely to have a material impact on shareholder value. Process The Council has retained the services of two independent proxy advisors (“Proxy Advisors”) to 72  provide comprehensive research, analysis, and voting recommendations. These services are used most frequently in connection with proposals or matters that may be controversial or require a case- by-case analysis by the Council in accordance with its Voting Guidelines. The Council has engaged one of its Proxy Advisors as its proxy voting agent (the “Proxy Agent”) to administer the mechanical, non-discretionary elements of proxy voting and reporting for Clients. The Council has directed the Proxy Agent, in that administrative role, to follow the specified Voting Guideline and apply it to each applicable proxy proposal or matter where a shareholder vote is sought. Accordingly, proxy items that can be appropriately categorized and matched either will be voted in accordance with the applicable Voting Guideline or will be referred to the Council if the Voting Guideline so requires. The Voting Guidelines require referral to the Council for discussion and vote of all proxy proposals or shareholder voting matters for which the Council has not yet established a specific Voting Guideline, for companies with a market capitalization over $10 billion, ownership over a certain threshold (usually above 0.75%) and generally for those proxy proposals or shareholder voting matters that are contested or similarly controversial (as determined by the Council in its discretion). Generally, when a matter is referred to the Council, the decision of the Council will be applied to all accounts for which BNYA exercises proxy voting authority, whether the account is actively managed or managed pursuant to quantitative, index or index-like strategies (“Index Strategies”), unless BNYA determines that the economic interests of a particular account differ and require that a vote be cast differently from the collective vote in order to act in the best interests of such account’s beneficial owners. In all cases, for those Clients that have given BNYA authority to vote proxies, the ultimate voting decision and responsibility rests with us. For items referred to it, the Council may determine to accept or reject any recommendation based on the Voting Guidelines, research and analysis provided by its Proxy Advisors or on any independent research and analysis obtained or generated by BNYA and/or BNY’s Proxy Governance Group. Because accounts following index strategies are passively managed accounts, research related to an issuer with securities held in these accounts may not be available to the Council. Clients may receive a copy of the Voting Guidelines, as well as the Proxy Voting Policy, upon request. Clients may also receive information on the proxy voting history for their managed accounts upon request. Please contact BNYA for more information. Managing Conflicts It is the policy of the Council to make proxy voting decisions that are solely in the best long-term economic interests of Clients. The Council is aware that, from time to time, voting on a particular proposal or with regard to a particular issuer may present a potential for conflict of interest for BNYA. For example, potential conflicts of interest may arise when: (1) a public company or a proponent of a proxy proposal has a business relationship with BNYA or a BNYA affiliate; and/or (2) an employee, officer or director of BNYA or a BNYA affiliate has a personal interest in the outcome of a particular proxy proposal. Aware of the potential for conflicts to influence the voting process, the Council consciously developed the Voting Guidelines and structured the Council and its practices with several layers of controls that are designed to ensure that the Council’s voting decisions are not influenced by interests other than those of BNYA’s fiduciary Clients. For example, the Council developed its Voting Guidelines with the assistance of internal and external research and recommendations provided by third party vendors but without consideration of any BNYA or BNY Client relationship factors. The Council has directed the Proxy Agent to apply the Voting Guidelines to individual proxy items in an objective and consistent manner across Client accounts and similarly has directed 73  the Proxy Agent to administer proxy voting for BNYA Clients. When proxies are voted in accordance with these pre-determined Voting Guidelines, it is the Council’s view that these votes do not present the potential for a material conflict of interest and no additional safeguards are needed. For those proposals that are referred for discussion and vote to the Council in accordance with the Voting Guidelines or Council direction, the Council votes based upon its principle of seeking to maximize the economic value of the securities held in Client accounts. In this context the Council seeks to address the potential for conflicts presented by such “referred” items through deliberately structuring its membership. The Council consists of senior officers and investment professionals from BNYA, and is supported by members of BNYA’s Compliance, Legal and Risk Management Departments, as necessary. With respect to the potential for personal conflicts of interest, BNY’s Code of Conduct, which is applicable to BNYA, requires that all employees make business decisions free from conflicting outside influences. Under this Code, BNY employees’ business decisions are to be based on their duty to BNY and to their Clients, and not driven by any personal interest or gain. All employees are to be alert to any potential for conflict and to identify and mitigate or eliminate any such conflict. Accordingly, members of the Council with a personal conflict of interest regarding a particular public company or proposal that is being voted upon must recuse themselves from participation in the discussion and decision-making process with respect to that matter. Additionally, there are certain instances where the Council may engage an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest or as otherwise required by applicable law. These instances are considered to be “Primary Conflicted Proxies” and they typically arise due to relationships between proxy issuers or companies and BNY, a BNY affiliate, a BNY executive, or a member of BNY’s Board of Directors. When an independent fiduciary is engaged, the fiduciary either will vote the involved proxy, or provide us with instructions as to how to vote such proxy. In the latter case, we will vote the proxy in accordance with the independent fiduciary’s determination. N. Cybersecurity Risk In addition to the risks described above and in Exhibit C that primarily relate to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. Cybersecurity attacks include electronic and non-electronic attacks that include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial of service attacks on websites (i.e., efforts to make services unavailable to intended users). As the use of technology has become more prevalent, BNYA and the Client accounts BNYA manages have become potentially more susceptible to operational risks through cybersecurity attacks. These attacks in turn could cause BNYA and Client accounts BNYA manages to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which BNYA invests, counterparties with which BNYA engages in transactions, third party service 74  providers (e.g., a Client account’s custodian), governmental or other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. While cybersecurity risk management systems and business continuity plans have been developed and are designed to reduce risks associated with these attacks, there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed, especially since we do not directly control the cybersecurity systems of issuers or third party service providers. Recent technological advances in generative artificial intelligence and machine learning technologies and systems create opportunities for, and present risks to, BNYA and its clients. BNYA has taken a measured approach to artificial intelligence technology given reliability, cybersecurity, and other concerns. However, it is likely that BNYA and its clients will be exposed to risks related to artificial intelligence through third parties, such as service providers and counterparties. Item 7 Client Information Provided to Portfolio Managers When you open your account, BNYA will provide your selected Portfolio Manager(s) with a copy of the account paperwork that you completed when you opened your account with BNYA. Among other things, this paperwork contains information about your financial condition, investment risk tolerance and investment time horizon. Please notify your Consultant immediately if your financial condition changes or if you want to impose additional investment restrictions or change existing investment restrictions. If BNYA receives updated information about you from you or your Consultant, BNYA will share that information with your Portfolio Manager if the information will impact the ongoing management of your portfolio. Item 8 Client Contact with Portfolio Managers You may contact and consult with Portfolio Managers (including BNYA, where BNYA acts as a Portfolio Manager), in writing, over the phone or electronically. Portfolio Managers in the Program agree to be reasonably available for discussions with you, and many hold regular conference calls to discuss investment strategies or current market events. If you wish to communicate directly with the Portfolio Manager, many Portfolio Managers prefer that you contact them through, or together with, your Consultant so that the financial advice you receive is consistent. Note that while mutual funds and ETFs have investment management staff, it is often unlikely that you will be able to speak directly with them. Mutual fund firms do have client service and investor relations persons who typically handle client communications. Item 9 Additional Information A. Disciplinary Information From time to time, BNYA, BNY, or an affiliate of BNY may be involved in regulatory examinations or litigation that arise in the ordinary course of business. Items requiring disclosure will be disclosed accordingly in BNYA’s Form ADV Part 1A, Item 11 and respective Disclosure Reporting Pages (“DRPs”), and Item 9 of this Brochure (below). 75  On August 14, 2018, the SEC announced an administrative proceeding against BNYA (which, at the time, was known as Lockwood). The action arose out of the SEC’s assertion that BNYA failed to adopt and implement policies and procedures reasonably designed to provide clients or their investment advisers with material information about third party portfolio managers’ “trading away” or “step out trading” practices in BNYA’s sponsored separately managed account wrap fee programs (“Wrap Programs”) and the full extent of the costs of choosing certain portfolio managers in those Wrap Programs. Specifically, the SEC determined that BNYA’s policies and procedures failed to require that material information about “trading away” or “step outs” (1) would be obtained and considered by BNYA prior to making the third party portfolio management firms available to clients in its Wrap Programs and/or (2) would be disclosed to clients directly or through their third party advisers. BNYA offered its Wrap Programs to third party advisers and their clients. In the Wrap Programs, the investments were managed by third party portfolio management firms pursuant to investment strategies selected by the clients in consultation with their advisers. BNYA and the other participating firms were compensated for the advisory, brokerage and custodial services that they provided by sharing an annual wrap fee based on a percentage of the assets under management. Certain expenses were not covered by the wrap fee, such as when a portfolio manager elected to direct the execution of a trade through a broker-dealer firm that was not participating in the Wrap Program. This practice was referred to as “trading away” or “step out trading” and in many cases resulted in transaction costs being borne by the Wrap Program client in addition to the annual wrap fee. Despite paying these costs, Wrap Program clients were not notified that particular trades were “traded away” nor, if applicable, information on how much “step out trading” would cost on top of the wrap fee. By contract, BNYA had allocated to the clients’ advisers the responsibility of evaluating the suitability of the portfolio managers for the individual clients, but the SEC Staff found that BNYA did not provide those advisers with enough information to perform that evaluation. BNYA submitted an Offer of Settlement which the SEC has determined to accept. On August 14, 2018, the SEC announced that it had entered into an administrative settlement and BNYA was ordered to cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. BNYA paid a civil money penalty in the amount of $200,000 to the SEC. On February 12, 2018, the SEC announced the Share Class Selection Disclosure Initiative (“SCSD Initiative”), a self-reporting initiative directed at investment advisers, under which the SEC Division of Enforcement agreed to recommend favorable settlement terms for advisers who self-report violations of the federal securities laws relating to certain mutual fund share class selection and disclosure issues and who promptly return money to harmed clients. BNYA (which, at the time, was known as Lockwood) voluntarily participated in the SCSD Initiative. In connection with the SCSD Initiative, BNYA undertook a review of its disclosures, and of the mutual fund share classes recommended to, or purchased or held by, clients invested in BNYA Programs during the period between January 1, 2014 and September 4, 2015 and determined that, during this period, certain mutual funds paid 12(b)1 fees totaling $45,872 to Pershing Adviser Solutions, a broker-dealer affiliated with BNYA, when a lower cost share class was available. BNYA voluntarily reported this to the SEC pursuant to the SCSD Initiative. On March 11, 2019, the SEC issued an Order Instituting Administrative and Cease and Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease and Desist Order against BNYA (the “Order”), which Order found that BNYA violated Sections 206(2) and 207 of the Advisers Act. BNYA was ordered to cease and desist from future violations of Sections 206(2) and 207 of the Advisers Act; was censured; and was ordered to pay disgorgement of $45,872, together with prejudgment interest of $6,315.98, and to distribute such amounts to affected clients. 76  B. Other Financial Industry Activities BNYA does not engage in any other business other than that of an investment manager, research provider, model provider, sponsor or administrator for managed account programs. Some of BNYA’s personnel may hold securities registrations, including, but not limited to FINRA series 7 or series 24, which are held with BNYA’s affiliate, Pershing. C. Financial Industry Affiliations BNYA is affiliated with a large number of investment advisers and broker-dealers within the BNY family of companies. Please see BNYA’s Form ADV Part 1A – Schedule D. Section 7.A. for a list of investment advisers and broker-dealers affiliated with BNYA. Several of our investment adviser affiliates have, collectively, a significant number of investment-related private funds for which a related person serves as sponsor, general partner or managing member (or equivalent), respectively. Please refer to the Form ADV Part 1A – Schedule D, Section 7.B for each of our affiliated investment advisers for information regarding such firm’s private funds (if applicable) and such firm’s Form ADV Part 1A – Schedule D, Section 7.A for information regarding related persons that serve in a sponsor, general partners or managing member capacity (if applicable). BNY is a global financial services company providing a comprehensive array of financial services (including asset management, wealth management, asset servicing, clearing and execution services, issuer services and treasury services) through a world-wide, client-focused team that enables institutions and individuals to manage and service their financial assets. BNY Investments is the umbrella designation for certain of BNY’s affiliated investment management firms and global distribution companies and is responsible, through various subsidiaries, for U.S. and non-U.S. retail, intermediary and institutional distribution of investment management and related services. BNYA enters into transactions with unaffiliated counterparties or third-party service providers who can be using affiliates of ours to execute such transactions. Additionally, when BNYA effects transactions in American Depositary Receipts (“ADRs”) or other securities, the involved issuers or their service providers could be using affiliates of BNYA for support services. Services provided by BNYA’s affiliates to such unaffiliated counterparties, third party service providers and/or issuers include, for example, clearance of trades, purchases or sales of securities, serving as depositary bank to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by BNYA. Although one of our affiliates receives compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of BNYA is made by the unaffiliated counterparty, third-party service provider or issuer. Further, BNYA will likely be unaware that the affiliate is being used to enter in such transaction or service. BNY and/or its other affiliates gather data from us about our business operations, including information about holdings within client portfolios, which is required for regulatory filings to be made by us or BNY or other affiliates (e.g., reporting beneficial ownership of equity securities) or for other compliance, financial, legal or risk management purposes, pursuant to policies and procedures of BNYA, BNY or other affiliates. This data is deemed confidential and procedures are followed to ensure that any information is utilized solely for the purposes intended. Sub-Advisers that are investment management affiliates of BNY and/or investment vehicles that are 77  managed by investment management affiliates of BNY may be used in the construction of BNYA Managed Products portfolios. There are Portfolio Managers included in the Managed360 Program which are affiliates or related parties of BNYA. BNYA’s affiliate, MIC, serves as Portfolio Manager for the BNY Precision Direct Indexing S&P 500 product. Parties, which are related parties to BNYA or under common control as subsidiaries owned by BNY, include those which are: • broker dealers (such as Pershing or Pershing Advisor Solutions), municipal securities dealers, or government securities brokers or dealers (registered or unregistered) • other investment advisers (including financial planners) • registered municipal advisors • commodity pool operators or commodity trading advisors (whether registered or exempt from registration) • banking or thrift institutions • trust companies • insurance companies or agencies • sponsors, general partners, managing members (or equivalent) of pooled investment vehicles Affiliates of BNYA may refer Consultants, Firms, Portfolio Managers, Third Party Model Providers or Sub-Advisers to BNYA. Affiliates of BNYA may also have business arrangements with Consultants, Firms, Portfolio Managers, Third Party Model Providers or Sub-Advisers that may indirectly benefit from such entities’ business with BNYA. This may create a potential conflict of interest; therefore, BNYA shall make an independent determination as to whether to do business with such entities. BNYA’s affiliate, Pershing, provides clearing and custody services for the BNYM Managed Products accounts and all other accounts in the Program. Managed Accounts, on BNYA’s behalf, enters trade orders and sends such orders to Pershing unless BNYA decides to trade away from Pershing. Pershing trades on an agency basis, with the exception of fractional shares which are traded on a principal basis, for the BNYA Managed Products and all other accounts in the Program. Pershing may receive payment for trade order flow. BNYA delegates certain administrative and/or operational functions to Managed Accounts; however, Managed Accounts does not have discretion to trade other than upon instructions of BNYA. Certain mutual fund families whose funds are used in the BNYA Managed Products provide fees to BNYA’s affiliates, Pershing and Pershing Advisor Solutions. BNYA does not receive any direct fees associated with an investment in such funds; however, the receipt of such compensation by BNYA’s affiliates creates a conflict of interest because BNYA has a financial incentive to select particular mutual funds or share classes that result in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to Clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a particular mutual fund or share class. One or more affiliates of BNYA may be a service provider, such as a trustee or administrator to a mutual fund or ETF, used in the BNYA Managed Products, and may receive a fee from the mutual fund or ETF for performing such service. BNYA does not receive any portion of these fees and does not consider trustee or administrator fees received by an affiliate in its selection and retention of investment vehicles. 78  BNYA has relationships with certain firms and their affiliates that are also owners of common stock of BNY. The nature of such relationships include but are not limited to fund companies, fund investment advisers, other fund service providers, Third Party Model Providers and Portfolio Managers that are made available as part of the Program. These relationships with BNY may create a potential conflict of interest, however; it did not and does not affect BNYA’s decision to include these firms in the Program, and these firms are subject to BNYA’s due diligence criteria. The mutual funds and ETFs available in the Program or included in the BNYA Managed Products may be serviced by BNYA affiliates, who receive fees for such services. When selecting a mutual fund and/or ETF for inclusion in, or removal from the BNYA Managed Products, BNYA does not take into consideration whether the fund is serviced by an affiliate of BNYA. For more detailed information regarding a mutual fund, including fees and expenses, please refer to that fund’s prospectus. Certain affiliates of BNYA sponsor other wrap fee programs, which may have fees, custodians, portfolio managers and/or available products that are different from those in the Program described in this Brochure. BNY’s Status as a Bank Holding Company BNY and its direct and indirect subsidiaries, including BNYA, are subject to (1) certain U.S. banking laws, including the Bank Holding Company Act of 1956, as amended (the “BHCA”), (2) regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and (3) the provisions of, and regulations under, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The BHCA, the Dodd-Frank Act, other applicable banking laws and the regulatory agencies, including the Federal Reserve, that interpret and administer these laws may restrict (1) the transactions and relationships among BNY, its affiliates (including BNYA) and our Clients and (2) the transactions and operations. For example, the BHCA regulations applicable to BNY and us may restrict our ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of our investments, and restrict our ability to participate in the management and operations of the companies in which we invest. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by BNY and its affiliates (including us) for Client and proprietary accounts may need to be aggregated and may be subject to a limitation on the amount of a position that may be held. These limitations may have an adverse effect on BNYA’s ability to manage Clients’ investment portfolios. For example, depending on the percentage of a company that BNYA and its affiliates (in the aggregate) control at any given time, the limits may (1) restrict BNYA’s ability to invest in that company for certain Clients or (2) require us to sell certain Client holdings of that company at a time when it may be undesirable to take such action. Additionally, in the future BNY may, in its sole discretion and without notice, engage in activities affecting us in order to comply with the BHCA, the Dodd-Frank Act or other legal requirements applicable to (or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on) us and accounts that we and our affiliates manage. The Volcker Rule. The Dodd-Frank Act includes provisions that have become known as the “Volcker Rule,” which restrict bank holding companies, such as BNY and its subsidiaries (including BNYA) from (i) 79  sponsoring or investing in a private equity fund, hedge fund or otherwise “covered fund”, with the exception, in some instances, of maintaining a de minimis investment, subject to certain other conditions and/or exceptions, (ii) engaging in proprietary trading, and (iii) entering into certain transactions with affiliated covered funds. The Volcker Rule generally prohibits certain transactions involving an extension of credit or other type of transaction as set forth in applicable regulations between BNY and its affiliates, on the one hand, and “covered funds” managed or sponsored by BNY and/or its affiliates (including BNYA), on the other hand, subject to certain exemptions pursuant to which such extensions of credit are permitted. BNY affiliates provide securities clearance and settlement services to broker-dealers on a global basis. The operational mechanics of the securities clearance and settlement process can result in an incidental or unintended intraday extension of credit between the securities clearance firm and a “covered fund.” As a result, unless an applicable exemption is available, we may be restricted from using a BNY affiliate as custodian or in other capacities for covered funds as well as be restricted in executing transactions for certain funds through broker-dealers that utilize a BNY affiliate as their securities clearance firm. Such restrictions could limit the covered fund’s selection of service providers and prevent us from executing transactions through broker-dealers we would otherwise use in fulfilling our duty to seek best execution. The Volcker Rule was amended in 2020 to include exemptions that permit a broader range of transactions between BNY and its affiliates and relevant covered funds. BNY intends to rely on such exemptions to the extent it deems appropriate. Affiliated Banking Institutions BNY engages in trust and investment business through various banking institutions, including the Bank and BNY Mellon, N.A. These affiliated banking institutions may provide certain services to us, such as recordkeeping, accounting, marketing services, and referrals of clients. We may provide the affiliated banking institutions with sales and marketing materials relating to our investment management services that may be distributed under the name of certain marketing “umbrella designations” such as BNY, BNY Wealth, BNY Investments , and BNY IM EMEA. Affiliated Products in BNYA Managed Products Investing in Proprietary Funds presents certain inherent conflicts of interest. BNYA seeks to ensure that it acts in the best interests of its Clients through disclosure and/or the waiver or rebate of fees in order to mitigate such conflicts. Please refer to Item 6.F (Potential Conflicts of Interest Relating to BNYA Managed Products) for more information about potential conflicts of interest with respect to Proprietary Funds included in BNYA Managed Products, and how BNYA mitigates such conflicts. D. Other Relationships BNY personnel, including certain of our employees, may have board, advisory, or other relationships with issuers, distributors, consultants and others that may have investments in a private fund and/or related funds or that may recommend investments in a private fund or distribute interests in a private fund. To the extent permitted by applicable law, BNY and its affiliates, including us and our personnel, may make charitable contributions to institutions, including those that have relationships with investors or personnel of investors. As a result of the relationships and arrangements described in this paragraph, placement agents, consultants, distributors and other 80  parties may have conflicts associated with their promotion of a private fund, or other dealings with a private fund, that create incentives for them to promote a private fund. BNY maintains a Code of Conduct that addresses these types of relationships and the potential conflicts of interest they may present, including the provision and receipt of gifts and entertainment. BNY, among several other leading investment management firms, has a minority equity interest in Kezar Markets, LLC (f/k/a Titan Parent Company, LLC), which owns Kezar Trading, LLC (f/k/a Luminex Trading and Analytics LLC) (“Kezar”), a registered broker-dealer under the Exchange Act that operates two alternative trading systems for securities (the “Alternative Trading Systems”). Transactions for Clients for which we serve as adviser may be executed through the Alternative Trading Systems. BNYA and BNY disclaim that either is an affiliate of Kezar. E. Participation or Interest in Client Transactions BNYA, its employees and/or affiliates may give advice and take action in the performance of their duties that may be the same as, similar to, or different from advice given, or the timing or nature of actions taken, for other Client accounts or for their proprietary or personal accounts. BNYA and its employees may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which your account may have an interest from time to time. BNYA has no obligation to acquire for your account a position in any investment, which it, acting on behalf of another Client, or an employee, may acquire, and the Client accounts shall not have first refusal, co-investment or other rights in respect of any such investment. In addition, BNYA employees may be invested in the BNYA Managed Products. Because this may present a potential conflict of interest, BNYA has adopted a Code of Ethics, which includes restrictions on employees’ personal trading as described in Section H below. F. Marketing Activities Certain Portfolio Managers or Third Party Model Providers (or their affiliates) available in BNYA’s wrap fee programs and other non-advisory platforms sponsor certain BNYA conferences or other events. During the prior calendar year, BNYA received sponsorship fees from the following Portfolio Managers and Third Party Model Providers: • None Sponsorships create a potential conflict of interest, however, they did not and do not affect BNYA’s decision to include these firms in a BNYA offering. Correspondingly, during the prior calendar year, BNYA paid sponsorship fees for certain, specific marketing activities engaged in by the financial institutions and organizations listed below. This list includes Firms that participate or participated in BNYA’s Managed360 Program, Co-Sponsored Program, Managed Account Command, and/or other non-advisory platforms during the prior calendar year. • Arvest Wealth Management • Benjamin F. Edwards & Co., Inc. 81  • Key Investment Services LLC • Lincoln Investment • Primerica Services Inc. (PFS Investments Inc. (d/b/a Primerica Advisors)) • Sanctuary Advisors, LLC Affiliates of BNYA, including Pershing, may have also paid or received sponsorship fees for certain marketing activities of firms that do business with BNYA. By accepting sponsorship payments from Portfolio Managers and Third Party Model Providers, it appears that a potential conflict of interest may exist in BNYA’s objective ability to provide Clients with disinterested advice. BNYA manages this potential conflict of interest by applying the same selection criteria to Portfolio Managers, Third Party Model Providers, Sub-Advisers, ETFs and mutual funds, regardless of whether BNYA, Pershing or any other affiliate of BNYA pays or receives sponsorship fees. BNYA or its affiliates may pay certain expenses, such as lodging, meals and entertainment for certain attendees at conferences sponsored by BNYA or its affiliates. This indirect compensation provided to Consultants who recommend BNYA’s products may create a conflict of interest. G. Compliance Plan BNYA has adopted written policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act, which are incorporated within BNYA’s Compliance Manual. The Compliance Manual addresses the following topics: • Adherence to Investment Objectives and Restrictions • Advertisements • Adviser’s Compliance Program • Adviser as Sponsor • Adviser as Portfolio Manager • Advisory Agreements • Agency Cross Transactions • Anti-Money Laundering • Best Execution • Books and Records • Business Continuity and Disaster Recovery • Client Accounts • Complaints • Conflicts of Interest • Continuing Education • Custody • Cybersecurity • Dealings with Regulators, Government Agencies, Outside Attorneys and Duty to Escalate • Directed Brokerage • Due Diligence – Third Party Firms • Due Diligence-Selection of Portfolio Managers • Due Diligence-Selection of Investment Vehicles and Third-party List Providers • Electronic Communications and Social Media • ERISA 82  • Escalation and Speaking Up • Exchange Act Filings • Fees • Form ADV • Gifts, Entertainment and Other Payments • Government Contracts • Insider Trading and Pre-Clearance • Investment Adviser Representative Continuing Education • Investment Adviser Representative Registration • Late Trading and Market Timing-Mutual Funds • Oversight of Portfolio Managers, Investment Vehicles and Buy List Providers • Performance Advertising • Personal Securities Transactions & Records • Principal Trading • Prohibited Business Practices for Investment Advisers and their Associated Persons • Proxy Voting • Regulation S-P- Privacy of Client Financial Information and Safeguarding Information • Security Pricing and Account Valuations • Soft Dollars • Testimonials and Endorsements • Trade Errors • Trading • Political Contributions by Investment Advisors BNYA employees receive periodic training relating to the policies and procedures, which are reviewed periodically and amended, as needed. H. Codes of Ethics and Personal Trading BNYA has adopted a Code of Ethics (“Code”) pursuant to Rules 204A-1 and 204-2 under the Advisers Act. The Code is reviewed periodically, amended as necessary, and distributed to all personnel. Periodic training on the Code is provided to existing employees and all new employees upon hire. The Code addresses a variety of topics relating to the appropriate conduct of investment advisory personnel, including the following: • Fiduciary obligations of access persons • Requirement to comply with applicable Federal securities laws • Classification of access persons • Reporting requirements for access persons • Pre-clearance requirements for access persons • Confidentiality • Receipt and presentation of gifts • Pre-approval of initial public offerings or limited offerings • Reporting, review and recordkeeping requirements 83  • Review of access persons’ transactions in reportable securities • Violations of the Code • Training With respect to personal trading, the Code contains rules and restrictions on the purchase and sale of securities by employees. These rules and/or restrictions are designed to protect BNYA’s Clients. All officers and employees are required to put the interests of the Clients first in all dealings relating to the Client and their investments. Activities that are strictly prohibited include: • Having a personal interest in any Client transaction • Receiving any personal benefit from a Client transaction • Using knowledge of Client transactions for personal gain • Allowing anything to influence or impact an independent unbiased judgment with respect to Client communications. Compliance personnel monitor personal securities trading by employees and the members of the employee’s household. Employees who have direct contact with certain Client account information are required to obtain approval in advance for any securities transactions they or a member of their household wish to make. Employee personal trading is monitored by Compliance personnel to verify the employees are complying with the Code. BNYA may impose penalties and sanctions on employees who have violated provisions of the Code, including the personal trading policy. Employees must file transaction reports with Compliance quarterly and holdings reports annually. To the extent the Code is silent on a matter, BNYA shall default to the BNY Code of Conduct (the “BNY Code”). The BNY Code provides to employees the framework and sets the expectations for business conduct. In addition, it clarifies our responsibilities to clients, suppliers, government officials, competitors and the communities we serve and outlines important legal and ethical issues. BNYA will provide a copy of the Code or the BNY Code to you or any prospective Client, upon request. I. Review of Accounts and Account Rebalancing Where BNYA is the Portfolio Manager, BNYA employs a number of reports to monitor an account’s holdings with respect to the BNYA Managed Products. Periodically, BNYA personnel employ a variety of reports to review accounts for such items as cash level, style drift and investment performance. As a result of these reviews, BNYA, in its sole discretion, may rebalance your account in such instances as it believes are in your best interests. If you hold a marketing support Target Risk Focus Portfolios account, your account may be rebalanced less frequently than other BNYA managed accounts. Your Consultant is responsible for obtaining information from you regarding your financial situation and investment objectives, and providing you with the opportunity to impose reasonable restrictions on the management of the account. In addition, your Consultant is responsible for monitoring your investment objectives or guidelines 84  on an on-going and periodic basis, but no less frequently than quarterly, to confirm consistency with your investments/portfolios. J. Client Reporting Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) defines “custody” to include a situation in which an adviser or a related person holds, directly or indirectly, client funds or securities or has any authority to obtain possession of them, in connection with advisory services provided by the adviser. You will receive custodial account statements about portfolio holdings directly from the custodian that maintains your funds and securities. You are encouraged to carefully review the custodial account statements you receive from the custodian and compare the information on those statements to any report on an account that you receive from BNYA. If you require additional information about the content of a BNYA report, you should contact the Service Desk at 1-800-200-3033, Option #3. In addition to custodial brokerage statements provided by the custodian, BNYA makes periodic investment performance reports available to your Consultant, so you and your Consultant can measure your progress toward your financial goals. K. Custody BNYA’s affiliate, Pershing, serves as the custodian of your account and is identified in your brokerage agreement. Pershing is located at One Pershing Plaza, Jersey City, New Jersey 07399. BNYA is deemed to have custody of the funds and securities held in your account(s) within the Program for purposes of the Custody Rule due to its affiliation with Pershing. Because BNYA is affiliated with Pershing, BNYA has retained an independent public accountant to perform a surprise examination of BNYA on at least an annual basis pursuant to the Custody Rule. The most recent independent public accountant’s report dated August 28, 2024 is filed with the SEC and is available at the SEC’s website at: https://adviserinfo.sec.gov/firm/summary/106108, and then select “Accountant Surprise Examination Report.”) L. Referral Fee Payments Unaffiliated Solicitors and Placement Agents From time to time, we retain third parties to solicit new investment advisory clients. The commissions or fees, if any, payable to such solicitors (also referred to as placement agents) with respect to solicitation of investments with us will be paid solely by us. Neither Firms nor Clients will pay fees for these solicitations. These solicitors have an incentive for BNYA to be hired because we will pay the solicitor for the referral. The prospect of receiving solicitation/placement fees provides such placement agents and/or their salespersons with an incentive to favor these sales over the sale of other investments with respect to which the placement agent does not receive such compensation or receives lower levels of compensation. In addition, to the extent permitted by law, certain placement agents and their respective affiliates may provide brokerage and certain other financial and securities services to us or our affiliates. Such services, if any, will be provided at competitive rates. Some Firms may retain consulting firms to assist them in selecting investment managers. Some 85  consulting firms provide services to both those who hire investment managers and to investment management firms. BNYA may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where it believes those services will be useful to it in operating its investment management business. BNYA does not pay referral fees to consultants. However, Firms and prospective Firms should be aware that consulting firms might have business relationships with investment management firms that they recommend to their Clients. Affiliated Solicitors and Placement Agents From time to time, we pay referral fees to our affiliates (and/or their employees) for referrals that result in additional investment management business. Our ultimate parent company, BNY, has organized its lines of business into different groups (collectively “Groups”). As a member of BNY Investments, we are part of the BNY Investments Group. In certain circumstances, BNY Investments sales representatives are paid fees for sales. The fees may be based on revenues and may be a one-time payment or paid out over a number of years. Sales of any alternative investment products (such as private funds) are required to be made through a broker-dealer affiliate. Only registered representatives of such broker-dealer are eligible to receive compensation for sales of alternative investments. Receipt of compensation in connection with the sale of our products and services gives rise to a conflict of interest in that it may give the sales representatives or our affiliates an incentive to recommend investment products and services to Firms based on the compensation they will receive, rather than solely on a Firm’s needs. M. Platform Support Arrangements BNYA has entered into a platform support agreement with the Cetera Financial Group, Inc., on behalf of several of its affiliated broker-dealers and/or investment advisers (the “Cetera Firms”) that have contracted with BNYA to offer the Managed360 Program to their Clients. Under this agreement, BNYA pays a flat annual fee to the Cetera Financial Group, Inc. in exchange for providing BNYA with: (i) ongoing due diligence of the Managed360 platform, operational oversight of the Cetera Firms’ use of the platform, an annual business update, contact information for the Cetera Firms’ investor facing personnel, and the opportunity to educate the Cetera Firms on the platform and (ii) making the Managed360 available as an investment option that the Cetera Firms may make available to their Clients. To avoid any potential conflicts of interest, BNYA pays the same yearly flat fee regardless of the number of existing or new accounts opened and/or maintained in the Managed360 program. N. Other Wrap Programs and Other Services BNYA acts as a Portfolio Manager in programs that may be similar to the program described in this Brochure and priced differently. BNYA also acts as Portfolio Manager in programs where BNYA acts as a sponsor and also in programs where it does not also act as sponsor. In addition, BNYA’s management of the investments in these other programs not described in this Brochure may differ from the way BNYA manages the investments in the Program described in this Brochure, for accounts with the same or similar investment objectives, similar risk structure 86  and similar size. For the program described in this Brochure and the programs not described in this Brochure, where BNYA acts as Portfolio Manager, BNYA may make different decisions regarding the same security in different programs, taking into consideration all facts and circumstances, on or about the same time. To obtain a copy of other BNYA Brochures, call 1-800-200-3033, Option 3. BNYA may also provide investment advice to other financial intermediaries. These financial intermediaries may also participate in one or more BNYA programs. BNYA may enter into arrangements with third parties, including Firms and affiliates of BNYA, whereby these parties have access to BNYA’s proposal generation and/or reporting systems and/or a BNYA affiliate may provide back office support for services such as client billing and investment performance reporting. These services may be referred to as platform services. One such platform is known as Managed Account Command. BNYA may charge such third parties directly for these services. BNYA may enter into agreements with third parties, including Firms and affiliates of BNYA, whereby BNYA will apply its proprietary quantitative screening techniques (including historical performance and risk measures) to a mutual fund and/or ETF universe provided to BNYA by a third-party. BNYA will then assess each mutual fund/ETF as to whether it passes or fails the screening process. The screening results are not intended to be offered by BNYA as investment advice to Clients, but rather only offered to the corresponding Firm or affiliate. BNYA has no investment discretion when it is only providing mutual fund and ETF screening services. BNYA’s fee for this service may be billed quarterly to the Firm or affiliate. O. Privacy Policy BNYA has procedures designed to protect your personal information. Please refer to Exhibit E for BNYA’s Privacy Policy. P. Business Continuity BNYA has adopted a business continuity plan to maintain critical functions and services in the event of circumstances which may impact our physical office location, applications, data centers or networks. Q. Error Correction BNYA seeks to correct errors affecting Client accounts in a fair and timely manner and in such a way that the Client will not suffer a loss. To manage potential conflicts of interest concerning errors, we have implemented a written error resolution policy, whereby risk management personnel monitor and resolve such issues. R. Risk Council BNYA has established the BNYA Risk Oversight Council (“ROC”) that is responsible for reviewing the investment and operational risks applicable to BNYA’s business. Responsibilities include: • Ensuring portfolio risk and performance are properly reflected in portfolios and consistent with Client objectives and expectations; and 87  • Ensuring operational risk is properly monitored and consistent with BNYA’s risk appetite and framework. Material issues identified by the ROC may be escalated to the BNYA Risk and Compliance Committee (“RCC”), which is responsible for overall risk management of the activities across BNYA, and has monitoring and oversight responsibilities with respect to the risk and compliance matters of BNYA. Additionally, the RCC determines whether any material items require escalation to the BNYA Board of Directors and/or other applicable BNY enterprise-level oversight committees. * * * In certain circumstances, registered investment advisers are required to provide you with financial information or disclosures about their financial condition in this Item. BNYA has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has never been the subject of a bankruptcy proceeding. 88  EXHIBIT A Schedule of Separately Managed Account Portfolio Managers Portfolio Managers and Styles as of December 31, 2024 Abner Large-Cap Core Equity Minimum Investment ($) 100,000.00 Abner Taxable Intermediate Municipal Bonds 250,000.00 Advisors Asset Core Plus Portfolio 250,000.00 Advisors Asset Core Tax Exempt Portfolio 250,000.00 AB Municipal High Quality SMA 250,000.00 Abner Herrman & Brock, LLC d/b/a Abner Hermann Asset Management Abner Herrman & Brock, LLC d/b/a Abner Hermann Asset Management Advisors Asset Management †4 Advisors Asset Management †4 AllianceBernstein L.P. †4 AllianceBernstein L.P. AB Strategic Research 100,000.00 AB Strategic Research Balanced 100,000.00 AB Tax Aware Fixed Income 250,000.00 AllianceBernstein L.P. AllianceBernstein L.P. †4 Allspring Global Investments, LLC Allspring All Cap 100,000.00 Allspring Global Investments, LLC Allspring Large Select Growth 100,000.00 Alta Capital Management LLC Alta Capital All Cap Quality Growth 150,000.00 Alta Capital Management LLC Alta Capital Large Cap Quality Growth 150,000.00 Anchor Capital Advisors, LLC Anchor Capital Advisors All Cap Value 100,000.00 Anchor Capital Advisors, LLC Anchor Capital Advisors Balanced Value 100,000.00 Anchor Capital Advisors, LLC Anchor Capital Advisors Mid Cap Value 100,000.00 Anchor Capital Advisors, LLC Anchor Capital Advisors Small Cap Value 100,000.00 Appleton Partners, Inc. 500,000.00 Appleton Partners, Inc. 500,000.00 Appleton Partners, Inc. 500,000.00 Appleton Partners, Inc. Appleton Partners High Grade Intermediate Government Credit (Taxable) Appleton Partners Intermediate Municipal Fixed Income Appleton Partners Short-Term Municipal Fixed Income Appleton Partners Strategic Municipal Crossover 500,000.00 Aristotle Capital Management, LLC Aristotle International Value 150,000.00 Aristotle Capital Management, LLC Aristotle Large Cap Value 100,000.00 ARK Investment Management, LLC 100,000.00 Atalanta Sosnoff Capital, LLC ARK Investment Disruptive Innovation (Global Impact Growth) Atalanta Sosnoff Capital Large Cap Balanced 100,000.00 Atalanta Sosnoff Capital Large Cap Core 100,000.00 100,000.00 Atalanta Sosnoff Capital, LLC Atlanta Capital Management Company†1 Bahl & Gaynor, Inc Atlanta Capital High Quality Small Cap (Hard Close-Transfer Only) Bahl & Gaynor Income Growth 100,000.00 Bahl & Gaynor Large Cap Quality Growth 100,000.00 Belle Haven Ladder Plus 250,000.00 Belle Haven Taxable Ladder Plus 250,000.00 Bahl & Gaynor, Inc. Belle Haven Investments, L.P. †4 Belle Haven Investments, L.P. †4 BlackRock Investment Management, LLC BlackRock Capital Appreciation SMA 100,000.00 BlackRock Investment Management, LLC BlackRock Equity Dividend 100,000.00 A-1  Portfolio Managers and Styles as of December 31, 2024 BlackRock Investment Management, LLC BlackRock Intermediate Term Municipal Bond Minimum Investment ($) 250,000.00 BlackRock Investment Management, LLC 250,000.00 BlackRock Investment Management, LLC BlackRock Intermediate Term Taxable Fixed Income SMA* BlackRock Large Cap Core 100,000.00 BlackRock Investment Management, LLC BlackRock Large Cap Value Equity 100,000.00 BlackRock Investment Management, LLC BlackRock Long Term Municipal Bond 250,000.00 Brandes Investment Partners, L.P. Brandes Emerging Markets Opportunities Equity 100,000.00 Brandes Investment Partners, L.P. Brandes European Equity 100,000.00 Brandes Global Balanced 100,000.00 Brandes Global Equity 100,000.00 Brandes Investment Partners, L.P. †1 Brandes Investment Partners, L.P. †1 Brandes Investment Partners, L.P. Brandes Global Small-Mid Cap Equity 100,000.00 Brandes Investment Partners, L.P. Brandes International Equity 100,000.00 Brandes Investment Partners, L.P. Brandes U.S. All Cap Value Equity 100,000.00 Brandywine Traditional Large Cap Value Equity 100,000.00 Breckinridge Intermediate Government Credit 500,000.00 500,000.00 Brandywine Global Investment Management, LLC Breckinridge Capital Advisors, Inc. Breckinridge Capital Advisors, Inc. †4 500,000.00 Breckinridge Capital Advisors, Inc. †4 Brentview Investment Management, LLC Breckinridge Intermediate Tax-Exempt Municipal National Breckinridge Intermediate Tax-Exempt Municipal State Preferred Brentview Dividend Growth 100,000.00 Calamos Advisors LLC Calamos All Cap Growth 100,000.00 Cambiar Investors, LLC Cambiar International ADR 100,000.00 Cambiar Investors, LLC Cambiar Large Cap Value 100,000.00 Cambridge Financial Group, Inc. Cambridge Financial Core Equity 100,000.00 Cambridge Financial Group, Inc. Cambridge Large Cap Growth 100,000.00 Capital Group U.S. Income & Growth SMA 100,000.00 Carret Municipal Bond 100,000.00 Carret Taxable Bond 250,000.00 Capital Research & Management Company Carret Asset Management, LLC †4 Carret Asset Management, LLC †4 Chartwell Investment Partners, LLC Chartwell Mid Cap Value 100,000.00 Chartwell Investment Partners, LLC Chartwell Small Cap Value 100,000.00 CIBC Private Wealth Advisors, Inc. CIBC All Cap Growth 100,000.00 CIBC Private Wealth Advisors, Inc. CIBC Equity Income 100,000.00 CIBC Private Wealth Advisors, Inc. CIBC Equity Income (Tax Easy) 100,000.00 CIBC Private Wealth Advisors, Inc. CIBC Large Cap Growth 100,000.00 Cincinnati Asset Management 300,000.00 Cincinnati Asset Management Cincinnati Broad Market Bond (1/3 High Yield- 2/3 Investment Grade) Cincinnati High Yield Bond 100,000.00 Cincinnati Asset Management Cincinnati Investment Grade Bond 100,000.00 Cincinnati Asset Management Cincinnati Short Duration 250,000.00 Coho Partners, Ltd. Coho Partners Relative Value Equity 100,000.00 Coho Partners, Ltd. Coho Partners Relative Value Equity ESG 100,000.00 Columbia Dividend Income 100,000.00 Columbia Management Investment Advisers, LLC A-2  Portfolio Managers and Styles as of December 31, 2024 Columbia Select Large Cap Growth Minimum Investment ($) 100,000.00 Columbia Select Large Cap Value 100,000.00 Columbia Management Investment Advisers, LLC Columbia Management Investment Advisers, LLC Confluence Investment Management, LLC Confluence International Growth 100,000.00 Congress Asset Management Congress Balanced Growth 100,000.00 Congress Asset Management Congress Dividend Growth 50,000.00 Congress Asset Management Congress Fixed Income 100,000.00 Congress Asset Management Congress Large Cap Growth 100,000.00 Congress Asset Management Congress Mid Cap Growth 100,000.00 Congress Asset Management Congress Multi-Cap Growth 100,000.00 Cortland Associates, Inc. Cortland All-Cap Value 100,000.00 Cove Street Capital, LLC Cove Street Capital Classic Value/Small Cap Plus 100,000.00 Cove Street Capital, LLC Cove Street Classic Value/Small Cap 100,000.00 Crawford Dividend Growth SMA 100,000.00 Crossmark Balanced Core 150,000.00 Crawford Investment Counsel, Inc. Crossmark Global Investments, Inc. †1 Crossmark Global Investments, Inc. Crossmark Core Fixed Income 100,000.00 Crossmark Global Investments, Inc. Crossmark Current Income Portfolio (CIP) 75,000.00 Crossmark Global Investments, Inc. Crossmark Global Equity Income 100,000.00 Crossmark Global Investments, Inc. Crossmark Intermediate Fixed Income 75,000.00 Crossmark Large Cap Core Unscreened 100,000.00 Crossmark Municipal Fixed Income 200,000.00 Schafer Cullen Value Equity 100,000.00 Schafer Cullen Global High Dividend ADR 100,000.00 Schafer Cullen High Dividend Equity 100,000.00 100,000.00 Crossmark Global Investments, Inc. Crossmark Global Investments, Inc. †4 Cullen Capital Management, LLC ** Cullen Capital Management, LLC** †3 Cullen Capital Management, LLC ** Cullen Capital Management, LLC **†3 Cullen Capital Management, LLC ** Schafer Cullen International High Dividend (ADR) Schafer Cullen Small Cap Value 100,000.00 Cumberland Total Return Government/Credit 500,000.00 Cumberland Total Return Municipal 500,000.00 Cumberland Advisors Inc. Cumberland Advisors Inc. †4 Cypress Capital, LLC Cypress Capital Asset Neutral 100,000.00 Cypress Capital, LLC Cypress Capital Global Allocation 100,000.00 Cypress Capital, LLC Cypress Capital US Opportunity 100,000.00 Cypress Capital, LLC Cypress Moderate Growth Balanced 100,000.00 Dana Investment Advisors Dana All Cap Core 100,000.00 Dana Investment Advisors Dana Balanced Core 250,000.00 Dana Investment Advisors Dana Catholic Equity 100,000.00 Dana Investment Advisors Dana Large Cap Blend 100,000.00 Dana Investment Advisors Dana Large Cap Growth 100,000.00 Dana Investment Advisors Dana Large Cap Value 100,000.00 Dana Limited Volatility 2,000,000.00 Dana Municipal Bond 250,000.00 Dana Investment Advisors Dana Investment Advisors †4 Dana Investment Advisors Dana Small Cap Equity 100,000.00 A-3  Portfolio Managers and Styles as of December 31, 2024 Dana Social Bond Minimum Investment ($) 250,000.00 Dana Investment Advisors †4 Dana Investment Advisors Dana Social Equity 100,000.00 Dana Investment Advisors Dana Taxable Fixed Income 250,000.00 Davidson Intermediate Municipal Fixed Income 500,000.00 Davidson Intermediate Taxable Fixed Income 500,000.00 Davidson Investment Advisors Davidson Investment Advisors †4 Davis Selected Advisers, L.P. Davis All Cap Core 100,000.00 Davis Selected Advisers, L.P. Davis Real Estate Sector 100,000.00 Davis Selected Advisers, L.P. Davis Selected Large Cap Value 100,000.00 Dearborn Partners L.L.C. Dearborn Core Rising Dividend 100,000.00 Dearborn Partners L.L.C. Dearborn High and Rising Dividends 100,000.00 Delaware Investments Delaware Investments Large Cap Value 100,000.00 Delaware Investments Delaware Ivy Large Cap Growth 100,000.00 Dorsey, Wright & Associates, Inc. Dorsey, Wright Systematic RS – Aggressive 100,000.00 Dorsey, Wright & Associates, Inc. Dorsey, Wright Systematic RS – Balanced 100,000.00 Dorsey, Wright & Associates, Inc. Dorsey, Wright Systematic RS – Core 100,000.00 Dorsey, Wright & Associates, Inc. Dorsey, Wright Systematic RS – Growth 100,000.00 Dorsey, Wright & Associates, Inc. Dorsey, Wright Systematic RS – International 100,000.00 Dorsey, Wright & Associates, Inc. 100,000.00 Dorsey, Wright Systematic RS – Tactical Fixed Income Eagle Asset SMID Cap Strategy 100,000.00 Eagle Asset Tax Aware Fixed Income 350,000.00 Eagle Equity Income 100,000.00 Eagle High Quality Tax Free Bonds 200,000.00 Eagle High Quality Taxable Bonds 200,000.00 Eagle Asset Management Eagle Asset Management †4 Eagle Asset Management Eagle Asset Management †4 Eagle Asset Management †4 Eagle Asset Management Eagle Large Cap Core 100,000.00 Eagle Asset Management 200,000.00 Eagle Asset Management 100,000.00 Eagle Asset Management 100,000.00 Eagle Asset Management Eagle Select Balanced Large Cap Core – Government Securities (50/50) Eagle Select Balanced Large Cap Core – Taxable (50/50) Eagle Select Balanced Large Cap Core – Tax- Free (50/50) Eagle Short Term Conservative Bonds 2,000,000.00 Eagle Small Cap Growth 100,000.00 Eagle Strategic Income - Taxable 250,000.00 Eagle Strategic Income - Municipal 250,000.00 Eagle Taxable Managed Income Solutions 500,000.00 Eagle Asset Management Eagle Asset Management †4 Eagle Asset Management †4 Eagle Asset Management †4 Easterly Investment Partners, LLC. Snow Capital All Cap Value 100,000.00 Easterly Investment Partners, LLC. Snow Capital Equity Income 100,000.00 Easterly Investment Partners, LLC. Snow Capital Focused Value 100,000.00 Easterly Investment Partners, LLC. Snow Capital Small Cap Value 100,000.00 Eaton Vance Management Eaton Vance Eagle Global International (ADR) 100,000.00 Eaton Vance Management 100,000.00 Eaton Vance Management Eaton Vance Intermediate Term Bonds (Fixed Income) Eaton Vance Large Cap Growth 100,000.00 A-4  Portfolio Managers and Styles as of December 31, 2024 Eaton Vance Management Eaton Vance Large Cap Value Minimum Investment ($) 100,000.00 Eaton Vance Management 250,000.00 Eaton Vance Management 250,000.00 Eaton Vance Management 250,000.00 Eaton Vance Management 250,000.00 Eaton Vance Management 250,000.00 Eaton Vance Management 250,000.00 Equity Investment Corporation Parametric TABS Managed Municipal Intermediate National Parametric TABS Managed Municipal Intermediate State Specific Parametric TABS Managed Municipal Long National Parametric TABS Managed Municipal Long State Specific Parametric TABS Managed Municipal Short National Parametric TABS Managed Municipal Short State Specific Equity Investment All Cap Value 100,000.00 Equity Investment Corporation Equity Investment Large Cap Value 100,000.00 Equity Investment Corporation Equity Investment Mid Cap Value 100,000.00 Estabrook Capital Management, LLC Estabrook Capital Large Cap Balanced 100,000.00 Estabrook Capital Management, LLC Estabrook Capital Large Cap Core 100,000.00 Estabrook Capital Management, LLC Estabrook Socially Responsible 100,000.00 F/m Investments Red Granite Large Cap Growth 100,000.00 F/m Investments Ziegler Large Cap Value Dividend Select 100,000.00 F/m Investments Ziegler Mid Cap Core 100,000.00 F/m Investments Ziegler MVP Small Cap Core 100,000.00 Fayez Sarofim & Co. Fayez Sarofim Large-Cap Core 100,000.00 Federated Investment Counseling Federated Strategic Value Dividend 100,000.00 First Trust Advisors, LP First Trust Morningstar 20/80 100,000.00 First Trust Advisors, LP First Trust Morningstar 40/60 100,000.00 First Trust Advisors, LP First Trust Morningstar 60/40 100,000.00 First Trust Advisors, LP First Trust Morningstar 75/25 100,000.00 First Trust Advisors, LP First Trust Morningstar 90/10 100,000.00 First Trust Advisors, LP First Trust Morningstar All Equity 100,000.00 First Trust Advisors, LP First Trust Small Cap Core 100,000.00 First Trust Advisors, LP First Trust Value Line Rising Dividend 100,000.00 First Trust Advisors, LP First Trust Direct Indexing Strategy 250,000.00 ClearBridge Value 100,000.00 ClearBridge Appreciation 100,000.00 ClearBridge International Growth ADR ESG 100,000.00 ClearBridge International Value ADR 100,000.00 ClearBridge Large Cap Growth 100,000.00 ClearBridge Growth 100,000.00 Franklin Intermediate Fixed Income SMA 100,000.00 Franklin Templeton Private Portfolio Group, LLC †4 Franklin Templeton Private Portfolio Group, LLC †3 Franklin Templeton Private Portfolio Group, LLC †4 Franklin Templeton Private Portfolio Group, LLC †1 Franklin Templeton Private Portfolio Group, LLC †1 Franklin Templeton Private Portfolio Group, LLC †1 Franklin Templeton Private Portfolio Group, LLC A-5  Portfolio Managers and Styles as of December 31, 2024 Franklin Intermediate Municipal SMA Minimum Investment ($) 250,000.00 Franklin Small Cap Growth 100,000.00 Franklin Templeton All Cap Blend (MDA0) 100,000.00 100,000.00 Franklin Templeton Diversified All Cap (MDA5A) Franklin Templeton Global All Cap (MDA7A) 300,000.00 300,000.00 Franklin Templeton Private Portfolio Group, LLC Franklin Templeton Private Portfolio Group, LLC †4 Franklin Templeton Private Portfolio Group, LLC †4 Franklin Templeton Private Portfolio Group, LLC Franklin Templeton Private Portfolio Group, LLC Franklin Templeton Private Portfolio Group, LLC Fred Alger Management, Inc. Franklin Templeton Global All Cap Balanced (MDA7A) Fred Alger Capital Appreciation 100,000.00 Fred Alger Management, Inc. Fred Alger Mid-Cap Focus 100,000.00 Fred Alger Management, Inc. Fred Alger Mid-Cap Growth 100,000.00 Fred Alger Management, Inc. Fred Alger Small Cap Growth 100,000.00 Fred Alger Management, Inc. Fred Alger Weatherbie Specialized Growth 100,000.00 Genter Capital Management Genter Capital Dividend Income 100,000.00 Genter Capital Management 250,000.00 Genter Capital Management Genter Capital Municipal Quality Intermediate Term Genter Capital Municipal Short-Term 250,000.00 Genter Capital Management Genter Capital Short-Term US Government 250,000.00 Genter Capital Management 250,000.00 Glenmede Investment Management, LP Genter Capital Taxable Quality Intermediate Bond Glenmede Quantitative U.S. Large Cap Equity 100,000.00 Glenmede Investment Management, LP Glenmede Mid Cap Core 100,000.00 Glenmede Investment Management, LP Glenmede Strategic 100,000.00 Granite Investment Partners, LLC Granite Large Cap Equity 100,000.00 Granite Investment Partners, LLC Granite Small Core Select Equity 100,000.00 Granite Investment Partners, LLC Granite Small Growth Equity 100,000.00 Great Lakes Advisors, LLC Great Lakes Disciplined All Cap 75,000.00 Great Lakes Advisors, LLC Great Lakes Disciplined Equity Large Cap ESG 75,000.00 Great Lakes Advisors, LLC Great Lakes Disciplined Large Cap 75,000.00 Great Lakes Advisors, LLC Great Lakes Disciplined SMID Cap 75,000.00 Great Lakes Advisors, LLC Great Lakes Disciplined Tax Managed All Cap 100,000.00 Great Lakes Advisors, LLC Great Lakes Disciplined Tax Managed Large Cap 100,000.00 Great Lakes Advisors, LLC 100,000.00 Great Lakes Advisors, LLC Great Lakes Disciplined Tax Managed SMID Cap Great Lakes Large Cap Core 100,000.00 Groesbeck Investment Management Corporation Groesbeck Growth at a Reasonable Price-GARP 100,000.00 100,000.00 GW&K Core Bond 250,000.00 GW&K Diversified Equity Wrap 250,000.00 GW&K Enhanced Core Bond 250,000.00 GW&K Municipal Bond 250,000.00 Groesbeck Investment Management Corporation Groesbeck Growth of Income GW&K Investment Management, LLC †4 GW&K Investment Management, LLC GW&K Investment Management, LLC †4 GW&K Investment Management, LLC †4 GW&K Investment Management, LLC GW&K Short Term Municipal Bond 1,000,000.00 A-6  Portfolio Managers and Styles as of December 31, 2024 GW&K Investment Management, LLC GW&K Small Cap Core Wrap (Transfer Only) Minimum Investment ($) 100,000.00 GW&K Small-Mid Cap Core Wrap 100,000.00 GW&K Total Return Bond 250,000.00 GW&K Investment Management, LLC GW&K Investment Management, LLC †4 Hudson Edge Investment Partners HGK Large Cap Value 250,000.00 Invesco Advisers, Inc. Invesco Comstock SMA 100,000.00 Invesco Advisers, Inc. Invesco Diversified Dividend SMA 100,000.00 Invesco Advisers, Inc. Invesco Global SMA 100,000.00 Invesco Advisers, Inc. Invesco Mid Cap Growth SMA 100,000.00 Invesco Advisers, Inc. Invesco Real Estate Securities 50,000.00 J.P. Morgan U.S. Large Cap Leaders Strategy 100,000.00 JAG Enhanced Core Fixed Income 500,000.00 J.P. Morgan Asset Management JAG Capital Management, LLC †4 JAG Capital Management, LLC JAG Large Cap Growth 100,000.00 Jennison Associates Jennison Large Cap Growth Equity 100,000.00 John Hancock Asset Management John Hancock Fundamental Large Cap Core 100,000.00 Kayne Anderson Rudnick Inv. Mgmt. Kayne Anderson Intermediate Fixed 100,000.00 Kayne Anderson Large Cap Value 100,000.00 Kayne Anderson Mid Cap Core 100,000.00 Lazard Emerging Markets Equity Select ADR 100,000.00 Lazard European Value 100,000.00 Lazard Global Equity Select ADR 100,000.00 Lazard International Equity Select ADR 100,000.00 100,000.00 Kayne Anderson Rudnick Inv. Mgmt. Kayne Anderson Rudnick Inv. Mgmt. †2 Lazard Asset Management †2 Lazard Asset Management †2 Lazard Asset Management †1 Lazard Asset Management †3 Lazard Asset Management †2 Lazard International Equity Select with Emerging Markets Lazard US Equity Select 100,000.00 Lazard Asset Management Logan Capital Management, Inc. Logan Large Cap Growth 100,000.00 Loomis, Sayles & Company, LP Loomis Core Aggregate (Fixed Income) 1,000,000.00 Loomis Government/Credit (Fixed Income) 250,000.00 100,000.00 Loomis, Sayles & Company, LP Loomis, Sayles & Company, LP †4 Loomis Intermediate Term Municipal Bond (5 Yr Avg) Loomis Medium Term Muni Bond (10 Year) 100,000.00 Lord Abbett 1-5 Year Laddered Muni 250,000.00 Lord Abbett 1-10 Year Laddered Muni 250,000.00 Lord Abbett 1-15 Year Laddered Muni 250,000.00 Lord Abbett 1-20 Year Laddered Muni 250,000.00 Lord Abbett 5-10 Year Laddered Muni 250,000.00 Lord Abbett 5-15 Year Laddered Muni 250,000.00 Lord Abbett Intermediate Municipals 250,000.00 Lord Abbett Large Cap Value 100,000.00 Lord Abbett Municipal Fixed Income 250,000.00 Madison Corporate Bond 100,000.00 Madison Government Bond 100,000.00 Loomis, Sayles & Company, LP †4 Lord, Abbett & Co., LLC †4 Lord, Abbett & Co., LLC †4 Lord, Abbett & Co., LLC †4 Lord, Abbett & Co., LLC †4 Lord, Abbett & Co., LLC †4 Lord, Abbett & Co., LLC Lord, Abbett & Co., LLC †4 Lord, Abbett & Co., LLC Lord, Abbett & Co., LLC †4 Madison Investment Advisors, LLC Madison Investment Advisors, LLC †4 Madison Investment Advisors, LLC Madison Large Cap Equity 100,000.00 Madison Investment Advisors, LLC Madison Limited Duration Government Bond 100,000.00 A-7  Portfolio Managers and Styles as of December 31, 2024 Madison Mid Cap Core Equity Minimum Investment ($) 100,000.00 Madison Taxable Fixed Income - A or Better 100,000.00 Madison/Hansberger International Growth ADR 100,000.00 Reinhart Active Intermediate Fixed Income 100,000.00 Reinhart Limited Duration Fixed Income 100,000.00 Madison Investment Advisors, LLC Madison Investment Advisors, LLC †4 Madison Investment Advisors, LLC Madison Investment Advisors, LLC †4 Madison Investment Advisors, LLC †4 MDT Advisers, div of Federated MDTA LLC MDT All Cap Core 100,000.00 MDT Advisers, div of Federated MDTA LLC MDT Small Cap Core 100,000.00 Mench Financial, Inc. Mench Financial, Inc., Balanced Sector Enhanced 100,000.00 Mench Financial, Inc. 100,000.00 Mench Financial, Inc. Mench Financial, Inc., Capital Preservation and Income Sector Enhanced Mench Financial, Inc., Global Sector Enhanced 100,000.00 Miller Howard Investments Inc. Miller Howard Income Equity 100,000.00 Miller Howard Investments Inc. Miller Howard Income Equity - Non MLP 100,000.00 Miller Howard Investments Inc. Miller Howard Infrastructure 100,000.00 Miller Howard Investments Inc. Miller Howard Utilities Plus 100,000.00 Mondrian Investment Partners Limited Mondrian International Equity ADR 50,000.00 Money Concepts Advisory Service Liberty One SMART 10,000.00 Money Concepts Advisory Service Liberty One Spectrum 100,000.00 Money Concepts Advisory Service Liberty One Tactical Growth Solution 50,000.00 Money Concepts Advisory Service Liberty One Tactical Income Solution 50,000.00 Money Concepts Advisory Service Money Concepts Liberty One Capstone 100,000.00 Montag & Caldwell, LLC Montag & Caldwell Large Cap Growth 100,000.00 Montag & Caldwell, LLC Montag & Caldwell Mid Cap Growth 100,000.00 Morris Capital Advisors, Inc. Morris Large Cap Core 100,000.00 Morris Capital Advisors, Inc. Morris Large Cap Growth 100,000.00 Natixis Advisors, L.P. Active Index Advisors S&P Global 1500 100,000.00 Natixis Advisors, L.P. Active Index Advisors S&P Global 500 100,000.00 Natixis Advisors, L.P. AEW Diversified REIT Strategy 100,000.00 Natixis Advisors, L.P. AIA S&P 1500 All Cap Core 100,000.00 Natixis Advisors, L.P. AIA S&P 400 Mid Cap Core 100,000.00 Natixis Advisors, L.P. AIA S&P 500 Large Cap Core 100,000.00 Natixis Advisors, L.P. AIA S&P 600 Small Cap Core 100,000.00 AIA S&P International ADR 100,000.00 Loomis Intermediate Term Bond Strategy 100,000.00 Natixis Advisors, L.P. Natixis Advisors, L.P. †1 Natixis Advisors, L.P. Natixis/Vaughn Nelson Value Opportunity 100,000.00 Natixis Advisors, L.P. Natixis/Vaughan Nelson Small Cap Value 100,000.00 Neuberger Berman, LLC NB Core Fixed Income 250,000.00 NB Intermediate Maturity Fixed Income 250,000.00 250,000.00 Neuberger Berman, LLC Neuberger Berman, LLC †4 Neuberger Berman, LLC 100,000.00 Neuberger Berman, LLC 100,000.00 Neuberger Berman Tax-Exempt Intermediate Maturity Fixed Income NB All Cap Opportunistic Growth & Income Taxable NB All Cap Opportunistic Growth and Income Non-Taxable A-8  Portfolio Managers and Styles as of December 31, 2024 Neuberger Berman, LLC NB International ADR Minimum Investment ($) 100,000.00 Neuberger Berman, LLC NB Large Cap Disciplined Growth 100,000.00 Neuberger Berman Sustainable Equity 100,000.00 100,000.00 Neuberger Berman, LLC New York Life Investment Management, LLC †4 NYLI MacKay Convertible Securities SMA NFJ Investment Group, LLC Allianz Disciplined U.S. Core Equity 100,000.00 NFJ Investment Group, LLC Allianz Focused Growth 100,000.00 NFJ Investment Group, LLC Allianz NFJ All Cap Value 100,000.00 NFJ Investment Group, LLC Allianz NFJ Dividend Value Equity 100,000.00 NFJ Investment Group, LLC Allianz NFJ Large Cap Value 100,000.00 NFJ Investment Group, LLC 100,000.00 Allianz NFJ Small Cap Value Managed Account (Transfers Only) Nuveen 1-10 Year Municipal Ladder 250,000.00 Nuveen 1-15 Year Municipal Ladder 250,000.00 Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC Nuveen 1-7 Year US Government Ladder 250,000.00 Nuveen Intermediate Government 100,000.00 Nuveen Limited Maturity Municipal Bond 250,000.00 250,000.00 Nuveen Asset Management, LLC Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC †4 250,000.00 Nuveen Asset Management, LLC †4 Nuveen Limited Maturity Municipal Bond- State Preferred Nuveen Limited Maturity Municipal Bond- State Specific Nuveen Long Term Municipal Bond 250,000.00 Nuveen Intermediate Term Municipal - National 250,000.00 Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC 250,000.00 Nuveen Asset Management, LLC 250,000.00 Nuveen Intermediate Term Municipal - State Preference Nuveen Intermediate Term Municipal - State Specific Nuveen Municipal Bond Ladder 10-25 Year 250,000.00 Nuveen Municipal Bond Ladder 1-7 Year 250,000.00 Nuveen Municipal Bond Ladder 5-15 Year 250,000.00 Nuveen Municipal Total Return 250,000.00 Nuveen Preferred Securities 100,000.00 Nuveen Asset Management, LLC Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC †4 Nuveen Asset Management, LLC †1 Nuveen Asset Management, LLC Nuveen Large Cap Value Balanced 100,000.00 Nuveen Asset Management, LLC Nuveen Large Cap Value 100,000.00 Nuveen Asset Management, LLC Nuveen Dividend Growth 100,000.00 Oak Ridge Investments, LLC Oak Ridge All Cap Growth 100,000.00 Oak Ridge Investments, LLC Oak Ridge Large Cap Growth 100,000.00 Oak Ridge Investments, LLC Oak Ridge Mid Cap Growth 100,000.00 Oak Ridge Investments, LLC Oak Ridge Small/Mid Cap Growth 100,000.00 Old West Investment Management, LLC Old West All Cap 100,000.00 O’Shaughnessy Enhanced Dividend 250,000.00 Pacific Income Advisers Limited Duration SMA 100,000.00 Pacific Income Advisers Market Duration SMA 100,000.00 O’Shaughnessy Asset Management, LLC Pacific Income Advisers †3 Pacific Income Advisers †3 Parametric Portfolio Associates LLC 250,000.00 Parametric Portfolio Associates LLC Eaton Vance Parametric Tax Managed Large Cap Value Parametric Custom Core – MSCI EAFE ADR 250,000.00 A-9  Portfolio Managers and Styles as of December 31, 2024 Parametric Portfolio Associates LLC Parametric Custom Core - Russell 3000 Minimum Investment ($) 250,000.00 Parametric Portfolio Associates LLC Parametric Custom Core - S&P 500 250,000.00 Parametric Portfolio Associates LLC Parametric Custom Core US Large Mid-Cap TM 250,000.00 Parametric Portfolio Associates LLC Parametric Custom Core US Mega Cap TM 250,000.00 Parametric Portfolio Associates LLC Parametric Tax Managed MSP 250,000.00 Polen Capital Management, LLC Polen Focus Growth 100,000.00 Polen Capital Management, LLC Polen Global Growth ADR 100,000.00 Polen Capital Management, LLC Polen International Growth 100,000.00 Spectrum Preferred SMA 100,000.00 100,000.00 Principal Global Investors, LLC Reaves Asset Management †4 Renaissance Investment Management Reaves Long Term Value (Utility/Energy Infrastructure) Renaissance Large Cap Growth 50,000.00 Riverbridge Partners, LLC Riverbridge All Cap Growth 100,000.00 Riverbridge Partners, LLC Riverbridge Large Cap Growth 100,000.00 Riverbridge Partners, LLC Riverbridge Small Cap Growth (Transfer Only) 100,000.00 Riverfront Conservative Income Builder 200,000.00 Riverfront Dynamic Equity Income 200,000.00 Riverfront ETF Conservative Income Builder 100,000.00 Riverfront ETF Dynamic Equity Income 100,000.00 Riverfront ETF Global Allocation 100,000.00 Riverfront ETF Global Growth 100,000.00 Riverfront ETF Moderate Growth & Income 100,000.00 Riverfront Global Allocation 200,000.00 Riverfront Global Growth 200,000.00 Riverfront Moderate Growth & Income 200,000.00 Riverfront Investment Group LLC Riverfront Investment Group LLC †2 Riverfront Investment Group LLC Riverfront Investment Group LLC †1 Riverfront Investment Group LLC †2 Riverfront Investment Group LLC †1 Riverfront Investment Group LLC †1 Riverfront Investment Group LLC Riverfront Investment Group LLC †1 Riverfront Investment Group LLC †1 Segall, Bryant & Hamill SBH All Cap 100,000.00 Segall, Bryant & Hamill SBH Core Fixed Income 5,000,000.00 Segall, Bryant & Hamill SBH Intermediate Fixed Income 5,000,000.00 Segall, Bryant & Hamill SBH SMID Cap 100,000.00 Seix Investment Advisors LLC Seix High Yield 250,000.00 Shelton Capital Management Shelton Capital Management International Equity 100,000.00 Sterling Capital Management, LLC Sterling Capital Equity Income 100,000.00 Sterling Capital Management, LLC Sterling Capital Global Leaders 100,000.00 Sterling Capital Management, LLC Sterling Capital Special Opportunities 100,000.00 TCW Investment Management Company TCW Concentrated Core Equity 100,000.00 TCW Investment Management Company TCW Large Cap Balanced Growth 100,000.00 TCW Investment Management Company TCW Relative Value Balanced 100,000.00 TCW Investment Management Company TCW Relative Value Large Cap 100,000.00 TCW Investment Management Company TCW Relative Value Mid Cap 100,000.00 Templeton Separately Managed Accounts Templeton Global Equity SMA 100,000.00 Templeton Separately Managed Accounts Templeton International Equity SMA 100,000.00 The Roosevelt Investment Group, Inc. SBH All Cap Core - Thematic 100,000.00 A-10  Portfolio Managers and Styles as of December 31, 2024 The Roosevelt Investment Group, Inc. SBH Current Income Portfolio Minimum Investment ($) 100,000.00 Thompson, Siegel & Walmsley Mid Cap Value 100,000.00 Thornburg Intermediate Muni Wrap 2,000,000.00 Thornburg International ADR Strategy 100,000.00 Thornburg Limited Term Muni Wrap 2,000,000.00 Thompson, Siegel & Walmsley LLC Thornburg Investment Management, Inc. †4 Thornburg Investment Management, Inc. Thornburg Investment Management, Inc. †4 Tran Capital Management, L.P. Lateef Large-Cap Growth Equity 250,000.00 ValueWorks LLC ValueWorks Large Cap Value 50,000.00 ValueWorks LLC ValueWorks Large Cap Value Balanced 100,000.00 Victory Capital Management Victory Capital NewBridge Large Cap Growth 100,000.00 Victory Capital Management Victory Diversified Equity: Large Cap Core 100,000.00 * WCM Investment Quality Global Growth 100,000.00 WCM Investment Management Wedgewood Partners, Inc. Wedgewood Large Cap Focused Growth 100,000.00 William Blair Investment Management, LLC William Blair All Cap Growth 100,000.00 William Blair Investment Management, LLC William Blair International Leaders ADR 100,000.00 William Blair Large Cap Growth 100,000.00 Wright Dividend Income Equity 225,000.00 William Blair Investment Management, LLC Wright Investors’ Service, Inc. Wright Investors’ Service, Inc. Wright Large Cap Core Equity 250,000.00 Wright Investors’ Service, Inc. Wright Large Cap Growth Equity 225,000.00 Wright Investors’ Service, Inc. Wright Large Cap Value Equity 225,000.00 Wright Investors’ Service, Inc. Wright Mid-Cap Core Equity 225,000.00 Zacks Investment Management, Inc. Zacks Dividend Strategy 100,000.00 Zacks Investment Management, Inc. Zacks All Cap Core 100,000.00 † BNY Mellon Advisors, Inc. (“BNYA”) is aware that this Portfolio Manager trades away from Pershing for certain investment styles. Additional Portfolio Managers in the Program may trade away presently or in the future. The information regarding Portfolio Manager trade aways is based upon data that BNYA collects from its affiliate, Pershing, as well as data sourced directly from the Portfolio Managers. Although BNYA attempts to verify the information through each Portfolio Manager, BNYA makes no representations regarding the accuracy of the information presented. Information regarding Portfolio Managers that trade away is historical information and there is no guarantee that a Portfolio Manager will follow the same practice in the future. As discussed in Item 6.H.5, there may be additional fees associated with a Portfolio Manager’s trades away from Pershing, which fees typically may be anywhere from $.00 to $0.04 per share for equity securities. Trade away fees involving ADRs vary and in some cases, BNYA observes higher fees than the range indicated for equity transactions, while some Portfolio Managers may credit back certain costs and fees for ADR transactions. Those Portfolio Managers who trade fixed income securities away from Pershing also incur additional fees per bond or on a per transaction basis. These costs are embedded in the net price you receive and not separately disclosed by the executing broker in your confirmation or statement. Please refer to the Portfolio Manager’s Form ADV, Part 2 A, or contact your Consultant for more information about the additional fees that you may incur. In certain circumstances, Portfolio Managers provide cost information in terms of basis points (bps). Portfolio Managers who disclose additional fees or costs in terms of basis points, may charge up to 100 bps per trade, however future charges could be more or less as such decisions are made at the discretion of the Portfolio Manager. 1 Based on BNYA’s review, this Portfolio Manager traded away from Pershing for certain investment A-11  styles with respect to 0%-25% of their block trading activity during the calendar year period ended December 31, 2024. 2 Based on BNYA’s review, this Portfolio Manager traded away from Pershing for certain investment styles with respect to 26%-50% of their block trading activity during the calendar year period ended December 31, 2024. 3 Based on BNYA’s review, this Portfolio Manager traded away from Pershing for certain investment styles with respect to 51%-75% of their block trading activity during the calendar year period ended December 31, 2024. 4 Based on BNYA’s review, this Portfolio Manager traded away from Pershing for certain investment styles with respect to 76%-100% of their block trading activity during the calendar year period ended December 31, 2024. Additional information related to the Portfolio Manager’s frequency of trade aways and their potential costs can be found in Exhibit D, as well as on the BNYA website, at: https://www.bny.com/pershing/us/en/solutions/advisory-solutions/investment-advisory-services-and- research.html. * WCM Investment Management has a trade rotation policy that divides accounts in two buckets, the 2nd bucket includes accounts participating in a WRAP Program or UMA Program. The 2nd bucket, as stated in their policy, trades after those accounts in which they have full discretion (1st bucket). In addition, portfolios with ordinary shares are often traded before other portfolios containing ADRS. ** Schafer Cullen has a trade rotation policy where the firm will wait until each broker confirms full execution of the trade before submission of the next trade to the next broker in the rotation. However, in the case of certain platform trades where the broker does not have the ability to report prices and execution times or may not execute immediately, the trading group will group all such accounts at the end of the rotation. BNYA does not always trade immediately and does not have the ability to confirm the trades to the Model Provider and is therefore moved to the end of the rotation. A-12  EXHIBIT B Schedule of Third Party Model Providers and Models Available as Third Party Strategists* as of December 31, 2024 Third Party Model Providers and Models Model Fee Minimum Investment $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $25,000 $25,000 $25,000 $25,000 $10,000 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.10% 0.10% 0.10% 0.10% 0.00% $10,000 0.00% $10,000 0.00% $10,000 0.00% BlackRock Investment Management LLC – Target Allocation – 0/100 BlackRock Investment Management LLC – Target Allocation – 10/90 BlackRock Investment Management LLC – Target Allocation – 20/80 BlackRock Investment Management LLC – Target Allocation – 30/70 BlackRock Investment Management LLC – Target Allocation – 40/60 BlackRock Investment Management LLC – Target Allocation – 50/50 BlackRock Investment Management LLC – Target Allocation – 60/40 BlackRock Investment Management LLC – Target Allocation – 70/30 BlackRock Investment Management LLC – Target Allocation – 80/20 BlackRock Investment Management LLC – Target Allocation – 90/10 BlackRock Investment Management LLC – Target Allocation – 100/0 BlackRock Investment Management LLC – Target Allocation Tax Aware – 0/100 BlackRock Investment Management LLC – Target Allocation Tax Aware – 10/90 BlackRock Investment Management LLC – Target Allocation Tax Aware – 20/80 BlackRock Investment Management LLC – Target Allocation Tax Aware – 30/70 BlackRock Investment Management LLC – Target Allocation Tax Aware – 40/60 BlackRock Investment Management LLC – Target Allocation Tax Aware – 50/50 BlackRock Investment Management LLC – Target Allocation Tax Aware – 60/40 BlackRock Investment Management LLC – Target Allocation Tax Aware – 70/30 BlackRock Investment Management LLC – Target Allocation Tax Aware – 80/20 BlackRock Investment Management LLC – Target Allocation Tax Aware – 90/10 BlackRock Investment Management LLC – Target Income – Moderate Income BlackRock Investment Management LLC – Target Income – Core Income BlackRock Investment Management LLC – Target Income – High Income BlackRock Investment Management LLC – Target Income – Aggressive Income BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Capital Preservation BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Moderate Growth BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Accumulation BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Aggressive Growth BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Income Buckingham Strategic Partners, LLC - Defensive DFA Model Buckingham Strategic Partners, LLC - Conservative DFA Model Buckingham Strategic Partners, LLC - Balanced DFA Model Buckingham Strategic Partners, LLC - Moderate DFA Model Buckingham Strategic Partners, LLC - Moderate Growth DFA Model Buckingham Strategic Partners, LLC - Capital Appreciation DFA Model Buckingham Strategic Partners, LLC - Equity DFA Model Calvert Investments Inc. – Responsible Conservative Portfolio Calvert Investments Inc. – Responsible Moderate Portfolio $10,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 0.00% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.00% 0.00% B-1  $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $25,000 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 0.00% 0.00% 0.00% 0.00% 0.00% 0.20% 0.20% 0.20% 0.20% 0.20% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Calvert Investments Inc. – Responsible Growth Portfolio First Trust Advisors LP – First Trust Aggressive Growth Model First Trust Advisors LP – First Trust Moderate Growth Model First Trust Advisors LP – First Trust Balanced Growth Model First Trust Advisors LP – First Trust Conservative Model First Trust Advisors LP – First Trust Conservative Growth Model First Trust Advisors LP – First Trust All Equity Model First Trust Advisors LP – First Trust Equity Income Model First Trust Advisors LP – First Trust Diversified Low Duration Model First Trust Advisors LP – First Trust High Income Model Goldman Sachs Asset Management LP – Goldman Sachs 20/80 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 30/70 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 40/60 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 50/50 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 60/40 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 70/30 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 80/20 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 90/10 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 20/80 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 30/70 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 40/60 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 50/50 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 60/40 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 70/30 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 80/20 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 90/10 ETF Model Portfolio Invesco Inc. – Invesco Strategic ETF 20/80 Portfolio Invesco Inc. – Invesco Strategic ETF 40/60 Portfolio Invesco Inc. – Invesco Strategic ETF 60/40 Portfolio Invesco Inc. – Invesco Strategic ETF 80/20 Portfolio Invesco Inc. – Invesco Strategic ETF 90/10 Portfolio Morningstar Investment Services, Inc. – Conservative ETF Model Morningstar Investment Services, Inc. – Income and Growth ETF Model Morningstar Investment Services, Inc. – Moderate Growth ETF Model Morningstar Investment Services, Inc. – Growth ETF Model Morningstar Investment Services, Inc. – Aggressive Growth ETF Model Morningstar Investment Services, Inc. – Conservative MF Model Morningstar Investment Services, Inc. – Income and Growth MF Model Morningstar Investment Services, Inc. – Moderate Growth MF Model Morningstar Investment Services, Inc. – Growth MF Model Morningstar Investment Services, Inc. – Aggressive Growth MF Model Morningstar Investment Services, Inc. – Retirement Income Long Range Morningstar Investment Services, Inc. – Retirement Income Mid Range Morningstar Investment Services, Inc. – Retirement Income Short Range Morningstar Investment Services, Inc. – Retirement Income Ultra Short B-2  $25,000 $25,000 $25,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $25,000 0.00% 0.00% 0.00% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.35% 0.35% 0.35% 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% Natixis Advisors, L.P. – Natixis Risk-Efficient Conservative Model Natixis Advisors, L.P. – Natixis Risk-Efficient Moderate Model Natixis Advisors, L.P. – Natixis Risk-Efficient Growth Model New Frontier Advisors, LLC – ETF Global Income New Frontier Advisors, LLC – ETF Global Balanced Income New Frontier Advisors, LLC – ETF Global Balanced New Frontier Advisors, LLC – ETF Global Balanced Growth New Frontier Advisors, LLC – ETF Global Growth New Frontier Advisors, LLC – ETF Global Equity New Frontier Advisors, LLC – ETF Global Income (Tax Sensitive) New Frontier Advisors, LLC – ETF Global Balanced Income (Tax Sensitive) New Frontier Advisors, LLC – ETF Global Balanced (Tax Sensitive) New Frontier Advisors, LLC – ETF Global Balanced Growth (Tax Sensitive) New Frontier Advisors, LLC – ETF Global Growth (Tax Sensitive) New Frontier Advisors, LLC – ETF Global Equity (Tax Sensitive) New Frontier Advisors, LLC – ETF Multi-Asset Income Conservative New Frontier Advisors, LLC – ETF Multi-Asset Income Balanced New Frontier Advisors, LLC – ETF Multi-Asset Income Growth Pacific Investment Management Company LLC – PIMCO Tax Aware Fixed Income ETF Portfolio Capital Preservation Pacific Investment Management Company LLC – PIMCO Tax Aware Fixed Income ETF Portfolio Enhanced Core Pacific Investment Management Company LLC – PIMCO Tax Aware Fixed Income MF Portfolio Capital Preservation Pacific Investment Management Company LLC – PIMCO Tax Aware Fixed Income MF Portfolio Enhanced Core Pacific Investment Management Company LLC – PIMCO Tax Aware Fixed Income MF Portfolio Income Focus Pacific Investment Management Company LLC – PIMCO Taxable Fixed Income ETF Portfolio Capital Preservation Pacific Investment Management Company LLC – PIMCO Taxable Fixed Income ETF Portfolio Enhanced Core Pacific Investment Management Company LLC – PIMCO Taxable Fixed Income MF Portfolio Capital Preservation Pacific Investment Management Company LLC – PIMCO Taxable Fixed Income MF Portfolio Enhanced Core Pacific Investment Management Company LLC – PIMCO Taxable Fixed Income MF Portfolio Income Focus Russell Investment Management, LLC – Tax-Managed Conservative Model Strategy Russell Investment Management, LLC – Tax-Managed Moderate Model Strategy Russell Investment Management, LLC – Tax-Managed Balanced Model Strategy Russell Investment Management, LLC – Tax-Managed Growth Model Strategy Russell Investment Management, LLC – Tax-Managed Equity Growth Model Strategy Russell Investment Management, LLC – Active-Passive Conservative Model Strategy Russell Investment Management, LLC – Active-Passive Moderate Model Strategy Russell Investment Management, LLC – Active-Passive Moderate Growth Model Strategy Russell Investment Management, LLC – Active-Passive Balanced Model Strategy Russell Investment Management, LLC – Active-Passive Balanced Growth Model Strategy Russell Investment Management, LLC – Active-Passive Growth Model Strategy Russell Investment Management, LLC – Active-Passive Equity Growth Model Strategy Vanguard Advisers, Inc. – CRSP 100% Fixed Income Vanguard Advisers, Inc. – CRSP 10% Equity / 90% Fixed Income Vanguard Advisers, Inc. – CRSP 20% Equity / 80% Fixed Income Vanguard Advisers, Inc. – CRSP 30% Equity / 70% Fixed Income $10,000 $10,000 $10,000 $10,000 $10,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $10,000 $10,000 $10,000 $10,000 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% B-3  Vanguard Advisers, Inc. – CRSP 40% Equity / 60% Fixed Income Vanguard Advisers, Inc. – CRSP 50% Equity / 50% Fixed Income Vanguard Advisers, Inc. – CRSP 60% Equity / 40% Fixed Income Vanguard Advisers, Inc. – CRSP 70% Equity / 30% Fixed Income Vanguard Advisers, Inc. – CRSP 80% Equity / 20% Fixed Income Vanguard Advisers, Inc. – CRSP 90% Equity / 10% Fixed Income Vanguard Advisers, Inc. – CRSP 100% Equity $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% *Availability subject to change without notice. B-4  Schedule of Third Party Model Providers and Models Available for the Flexible UMA* as of December 31, 2024 Third Party Model Provider Providers and Models Model Fee Aberdeen Standard Investments Inc. – US Equity Small Cap Core Anchor Capital Advisors, LLC – All Cap Value Anchor Capital Advisors, LLC – Balanced Value Anchor Capital Advisors, LLC – Mid Cap Value Bahl & Gaynor, Inc. – Income Growth Bahl & Gaynor, Inc. – Large Cap Quality Growth Berkshire Asset Management, LLC – Dividend Growth Strategy BlackRock Investment Management LLC – Equity Dividend BlackRock Investment Management LLC – Global Dividend BlackRock Investment Management LLC – International Equity ADR BlackRock Investment Management LLC – Target Allocation – 0/100 BlackRock Investment Management LLC – Target Allocation – 10/90 BlackRock Investment Management LLC – Target Allocation – 20/80 BlackRock Investment Management LLC – Target Allocation – 30/70 BlackRock Investment Management LLC – Target Allocation – 40/60 BlackRock Investment Management LLC – Target Allocation – 50/50 Minimum Investment $50,000 $50,000 $50,000 $50,000 $100,000 $100,000 $50,000 $75,000 $50,000 $50,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 0.40% 0.35% 0.33% 0.38% 0.32% 0.32% 0.30% 0.28% 0.30% 0.30% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $100,000 $100,000 $5,000 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.28% 0.28% 0.00% $5,000 0.00% $5,000 0.00% $5,000 0.00% BlackRock Investment Management LLC – Target Allocation – 60/40 BlackRock Investment Management LLC – Target Allocation – 70/30 BlackRock Investment Management LLC – Target Allocation – 80/20 BlackRock Investment Management LLC – Target Allocation – 90/10 BlackRock Investment Management LLC – Target Allocation – 100/0 BlackRock Investment Management LLC – Target Allocation Tax Aware – 0/100 BlackRock Investment Management LLC – Target Allocation Tax Aware – 10/90 BlackRock Investment Management LLC – Target Allocation Tax Aware – 20/80 BlackRock Investment Management LLC – Target Allocation Tax Aware – 30/70 BlackRock Investment Management LLC – Target Allocation Tax Aware – 40/60 BlackRock Investment Management LLC – Target Allocation Tax Aware – 50/50 BlackRock Investment Management LLC – Target Allocation Tax Aware – 60/40 BlackRock Investment Management LLC – Target Allocation Tax Aware – 70/30 BlackRock Investment Management LLC – Target Allocation Tax Aware – 80/20 BlackRock Investment Management LLC – Target Allocation Tax Aware – 90/10 BlackRock Investment Management LLC – Target Income – Core Income BlackRock Investment Management LLC – Target Income – High Income BlackRock Investment Management LLC – Target Income – Aggressive Income BlackRock Investment Management LLC – Target Income – Moderate Income BlackRock Investment Management LLC – Large Cap Core BlackRock Investment Management LLC – Large Cap Value BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Capital Preservation BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Moderate Growth BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Accumulation BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Aggressive Growth B-5  $50,000 $50,000 $50,000 $50,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 $25,000 0.00% 0.45% 0.35% 0.20% 0.50% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% BlackRock Investment Management LLC – Long Horizon Allocation Portfolios – Income $5,000 Boston Partners Global Investors, Inc. – International Equity Boston Partners Global Investors, Inc. – Large Cap Value Equity Boyd Watterson Asset Management LLC – Ultra Enhanced Core ETF Brentview Investment Management, LLC – Dividend Growth Calvert Investments Inc. – Responsible Conservative Portfolio Calvert Investments Inc. – Responsible Moderate Portfolio Calvert Investments Inc. – Responsible Growth Portfolio Capital Group - American Funds Conservative Growth and Income Model Portfolio Capital Group - American Funds Global Growth Model Portfolio Capital Group - American Funds Growth and Income Model Portfolio Capital Group - American Funds Growth Model Portfolio Capital Group - American Funds Moderate Growth and Income Model Portfolio Capital Group - American Funds Preservation Model Portfolio Capital Group - American Funds Tax-Aware Conservative Growth and Income Model Portfolio Capital Group - American Funds Tax-Exempt Preservation Model Portfolio Capital Group – Global Equity Capital Group – Global Growth Capital Group – International Equity Capital Group – International Growth Capital Group – U.S. Core Capital Group – U.S. Equity Capital Group – U.S. Growth Capital Group – U.S. Income & Growth Capital Group – World Dividend Growers Chartwell Investment Partners LLC – Mid Cap Value Chartwell Investment Partners LLC – Small Cap Value Chartwell Investment Partners LLC – SMID Value Clark Capital Management Group, Inc. – Navigator Fixed Income TR (Wells) Coho Partners Ltd. – Relative Value Cullen Capital Management, LLC – Global High Dividend ADR Cullen Capital Management, LLC – International High Dividend ADR Dana Investment Advisors, Inc. – Large Cap Equity Dana Investment Advisors, Inc. – Small Cap Equity Dana Investment Advisors, Inc. – Social Equity Davis Selected Advisers, L.P. – Large Cap Value SMA Davis Selected Advisers, L.P. – Multi-Cap Equity Dearborn Partners LLC - Core Rising Dividend Dearborn Partners LLC - High and Rising Dividends Dearborn Partners LLC – Multi-Asset SMA Model Delaware Investments – Large Cap Value Delaware Investments – SMID Cap Core Eagle Asset Management, Inc. – Equity Income Eagle Asset Management, Inc. – Large Cap Core Eagle Asset Management, Inc. – Mid Cap Growth Eagle Asset Management, Inc. – Small Cap Core EARNEST Partners LLC – Small Cap Core (Transfer Only) Equity Investment Corporation – All Cap Value Equity Equity Investment Corporation – Large Cap Value Equity Equity Investment Corporation – Mid Cap Value Equity Federated Investment Counseling – Clover All Cap Value Federated Investment Counseling – Global Strategic Value Dividend ADRs $25,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $50,000 $50,000 $50,000 $25,000 $75,000 $50,000 $50,000 $50,000 $50,000 $50,000 $75,000 $75,000 $50,000 $50,000 $50,000 $50,000 $100,000 $50,000 $50,000 $85,000 $50,000 $50,000 $75,000 $75,000 $75,000 $50,000 $50,000 0.00% 0.35% 0.35% 0.35% 0.35% 0.28% 0.28% 0.28% 0.28% 0.35% 0.30% 0.30% 0.35% 0.00% 0.40% 0.35% 0.35% 0.25% 0.40% 0.25% 0.34% 0.34% 0.35% 0.35% 0.35% 0.30% 0.35% 0.35% 0.35% 0.35% 0.35% 0.40% 0.40% 0.40% 0.40% 0.35% 0.40% B-6  $50,000 0.40% 0.35% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.32% 0.30% 0.30% 0.32% 0.33% 0.33% $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $25,000 $25,000 $25,000 $25,000 0.33% 0.30% 0.32% 0.32% 0.38% 0.30% 0.25% 0.00% 0.00% 0.00% 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $25,000 0.15% $50,000 $50,000 $75,000 $100,000 $50,000 $100,000 $100,000 $100,000 $100,000 0.33% 0.30% 0.35% 0.38% 0.30% 0.45% 0.45% 0.45% 0.45% Federated Investment Counseling – International Strategic Value Dividend ADRs w/ MAPS $50,000 Federated Investment Counseling – Strategic Value Dividend $25,000 First Trust Advisors LP – First Trust Aggressive Growth Model $25,000 First Trust Advisors LP – First Trust Moderate Growth Model $25,000 First Trust Advisors LP – First Trust Balanced Growth Model $25,000 First Trust Advisors LP – First Trust Conservative Model $25,000 First Trust Advisors LP – First Trust Conservative Growth Model $25,000 First Trust Advisors LP – First Trust All Equity Model $25,000 First Trust Advisors LP – First Trust Equity Income Model $25,000 First Trust Advisors LP – First Trust Diversified Low Duration Fixed Income Model $25,000 First Trust Advisors LP – First Trust High Income Model $75,000 Franklin Templeton Private Portfolio Group LLC - ClearBridge All-Cap Growth $50,000 Franklin Templeton Private Portfolio Group LLC - ClearBridge Appreciation $50,000 Franklin Templeton Private Portfolio Group LLC - ClearBridge Dividend Strategy Franklin Templeton Private Portfolio Group LLC - ClearBridge Growth $50,000 Franklin Templeton Private Portfolio Group LLC - ClearBridge International Growth ADR $50,000 $50,000 Franklin Templeton Private Portfolio Group LLC - ClearBridge International Growth ADR ESG Franklin Templeton Private Portfolio Group LLC - ClearBridge International Value ADR Franklin Templeton Private Portfolio Group LLC - ClearBridge Large-Cap Growth Franklin Templeton Private Portfolio Group LLC - ClearBridge Mid Cap Portfolios Franklin Templeton Private Portfolio Group LLC - ClearBridge Multi Cap Growth Franklin Templeton Private Portfolio Group LLC - ClearBridge Small Cap Growth Fred Alger Management Inc. – Capital Appreciation Genter Capital Management LLC – Dividend Income Goldman Sachs Asset Management LP – Goldman Sachs 40/60 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 60/40 ETF Model Portfolio Goldman Sachs Asset Management LP - Goldman Sachs 80/20 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 20/80 ETF Model Portfolio GSAM Strategist Portfolios, LLC - Goldman Sachs Multi-Manager 30/70 ETF Model Portfolio GSAM Strategist Portfolios, LLC - Goldman Sachs Multi-Manager 40/60 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 50/50 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 60/40 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 70/30 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Manager 80/20 ETF Model Portfolio GSAM Strategist Portfolios, LLC – Goldman Sachs Multi-Managed 90/10 ETF Model Portfolio Great Lakes Advisors LLC – Disciplined All Cap Great Lakes Advisors LLC – Disciplined Equity Large Cap Great Lakes Advisors LLC – Disciplined Equity SMid Cap Hilton Capital Management LLC- Tactical Income Strategy Jennison Associates LLC – Large Cap Growth Equity Lazard Asset Management LLC – Emerging Markets Equity Select Lazard Asset Management LLC – European Equity Select ADR Lazard Asset Management LLC – Global Equity Select ADR Lazard Asset Management LLC – International Equity Select ADR B-7  0.45% 0.40% 0.25% 0.36% 0.36% 0.20% 0.20% 0.20% 0.20% 0.20% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.10% 0.10% 0.10% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.35% 0.35% 0.35% 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% $25,000 0.00% Lazard Asset Management LLC – International Equity Select with Emerging Markets ADR $100,000 $100,000 Lazard Asset Management LLC – Minerva Gender Diversity ADR $50,000 Logan Capital Management, Inc. – Large Cap Growth $50,000 Miller Howard Investments Inc. – Income Equity with MLPs $50,000 Miller Howard Investments Inc. – Income Equity no MLPs $25,000 Morningstar Investment Services, Inc. – Conservative ETF Model Morningstar Investment Services, Inc. – Income and Growth ETF Model $25,000 $25,000 Morningstar Investment Services, Inc. – Moderate Growth ETF Model $25,000 Morningstar Investment Services, Inc. – Growth ETF Model $25,000 Morningstar Investment Services, Inc. – Aggressive Growth ETF Model $25,000 Morningstar Investment Services, Inc. – Conservative MF Model $25,000 Morningstar Investment Services, Inc. – Income and Growth MF Model $25,000 Morningstar Investment Services, Inc. – Moderate Growth MF Model $25,000 Morningstar Investment Services, Inc. – Growth MF Model $25,000 Morningstar Investment Services, Inc. – Aggressive Growth MF Model $25,000 Morningstar Investment Services, Inc. – Retirement Income Long Range $25,000 Morningstar Investment Services, Inc. – Retirement Income Mid Range $25,000 Morningstar Investment Services, Inc. – Retirement Income Short Range $25,000 Morningstar Investment Services, Inc. – Retirement Ultra-Short Range $25,000 Natixis Advisors, L.P. - Natixis Risk-Efficient Conservative Model $25,000 Natixis Advisors, L.P. - Natixis Risk-Efficient Moderate Model $25,000 Natixis Advisors, L.P. - Natixis Risk-Efficient Growth Model $50,000 New Frontier Advisors, LLC – ETF Global Income $50,000 New Frontier Advisors, LLC – ETF Global Balanced Income $50,000 New Frontier Advisors, LLC – ETF Global Balanced $50,000 New Frontier Advisors, LLC – ETF Global Balanced Growth $50,000 New Frontier Advisors, LLC – ETF Global Growth $50,000 New Frontier Advisors, LLC – ETF Global Equity $50,000 New Frontier Advisors, LLC – ETF Global Income (Tax Sensitive) $50,000 New Frontier Advisors, LLC – ETF Global Balanced Income (Tax Sensitive) $50,000 New Frontier Advisors, LLC – ETF Global Balanced (Tax Sensitive) $50,000 New Frontier Advisors, LLC – ETF Global Balanced Growth (Tax Sensitive) $50,000 New Frontier Advisors, LLC – ETF Global Growth (Tax Sensitive) $50,000 New Frontier Advisors, LLC – ETF Global Equity (Tax Sensitive) $50,000 New Frontier Advisors, LLC – ETF Multi-Asset Income Conservative $50,000 New Frontier Advisors, LLC – ETF Multi-Asset Income Balanced $50,000 New Frontier Advisors, LLC – ETF Multi-Asset Income Growth $25,000 Pacific Income Management Company LLC – PIMCO Tax Aware Fixed Income ETF Portfolio Capital Preservation Pacific Income Management Company LLC – PIMCO Tax Aware Fixed Income ETF Portfolio Enhanced Core Pacific Income Management Company LLC – PIMCO Tax Aware Fixed Income MF Portfolio Capital Preservation Pacific Income Management Company LLC – PIMCO Tax Aware Fixed Income MF Portfolio Enhanced Core Pacific Income Management Company LLC – PIMCO Tax Aware Fixed Income MF Portfolio Income Focus Pacific Income Management Company LLC – PIMCO Taxable Fixed Income ETF Portfolio Capital Preservation Pacific Income Management Company LLC – PIMCO Taxable Fixed Income ETF Portfolio Enhanced Core Pacific Income Management Company LLC – PIMCO Taxable Fixed Income MF Portfolio Capital Preservation B-8  $25,000 0.00% $25,000 0.00% $50,000 $75,000 $75,000 $75,000 $75,000 $100,000 $50,000 $50,000 $50,000 $50,000 $100,000 $100,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $10,000 $25,000 $25,000 $25,000 0.35% 0.35% 0.35% 0.35% 0.35% 0.40% 0.45% 0.40% 0.45% 0.35% 0.45% 0.45% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Pacific Income Management Company LLC – PIMCO Taxable Fixed Income MF Portfolio Enhanced Core Pacific Income Management Company LLC – PIMCO Taxable Fixed Income MF Portfolio Income Focus Polen Capital Management, LLC – Focus Growth Principal Global Investors LLC – Mid-Cap Equity Principal Global Investors LLC – Small Cap Value Equity Principal Global Investors LLC – Spectrum Preferred Securities w/ Capital Securities Principal Global Investors LLC – Spectrum Tax-Advantaged Preferred Securities Redwood Investments, LLC – U.S. Small Cap Growth Equity Renaissance Investment Management LLC – Emerging Markets Renaissance Investment Management LLC – International Equity ADR Renaissance Investment Management LLC – International Small Cap Renaissance Investment Management LLC – Large Cap Growth Riverbridge Partners LLC – Eco Leaders Growth Portfolio Riverbridge Partners LLC – SMID Cap Growth (Transfers Only) Russell Investment Management, LLC – Conservative Model Strategy Russell Investment Management, LLC – Moderate Model Strategy Russell Investment Management, LLC – Moderate Growth Model Strategy Russell Investment Management, LLC – Balanced Model Strategy Russell Investment Management, LLC – Balanced Growth Model Strategy Russell Investment Management, LLC – Growth Model Strategy Russell Investment Management, LLC – Equity Growth Model Strategy Russell Investment Management, LLC – Tax-Managed Conservative Model Strategy Russell Investment Management, LLC – Tax-Managed Moderate Model Strategy Russell Investment Management, LLC – Tax-Managed Moderate Growth Model Strategy Russell Investment Management, LLC – Tax-Managed Balanced Model Strategy Russell Investment Management, LLC – Tax-Managed Balanced Growth Model Strategy Russell Investment Management, LLC – Tax-Managed Growth Model Strategy Russell Investment Management, LLC – Tax-Managed Equity Growth Model Strategy Russell Investment Management, LLC – Active-Passive Conservative Model Strategy Russell Investment Management, LLC – Active-Passive Moderate Model Strategy Russell Investment Management, LLC – Active-Passive Moderate Growth Model Strategy Russell Investment Management, LLC – Active-Passive Balanced Model Strategy $25,000 Russell Investment Management, LLC – Active-Passive Balanced Growth Model Strategy $25,000 $25,000 Russell Investment Management, LLC – Active-Passive Growth Model Strategy $25,000 Russell Investment Management, LLC – Active-Passive Equity Growth Model Strategy $25,000 Sage Advisory Services Ltd. Co. – Core Plus Fixed Income ETF $50,000 TCW Investment Management Company – Concentrated Core Equities $50,000 TCW Investment Management Company – Relative Value Large Cap Model $100,000 T. Rowe Price Associates, Inc. – U.S. Growth Stock Model $10,000 T. Rowe Price Associates, Inc. – U.S. Value Equity Model $10,000 Vanguard Advisers, Inc. – CRSP 100% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 10% Equity / 90% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 20% Equity / 80% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 30% Equity / 70% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 40% Equity / 60% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 50% Equity / 50% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 60% Equity / 40% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 70% Equity / 30% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 80% Equity / 20% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 90% Equity / 10% Fixed Income $10,000 Vanguard Advisers, Inc. – CRSP 100% Equity 0.00% 0.00% 0.00% 0.00% 0.20% 0.32% 0.32% 0.28% 0.28% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% B-9  William Blair & Co. LLC – International Growth ADR William Blair & Co. LLC – Large Cap Growth $50,000 $50,000 0.35% 0.30% *Availability subject to change without notice. B-10  EXHIBIT C Risks Associated with Certain Investments Despite the analysis undertaken by BNY Mellon Advisors, Inc. (“BNYA”) and Portfolio Managers, it is important to remember that all investments carry some degree of risk. Risk may include loss of some, or even all, of your investment. No particular type of investment, or approach to investing, is guaranteed to perform well, and there may be other investment vehicles, Sub-Advisers, Portfolio Managers, Third Party Model Providers or approaches not offered by BNYA that may perform as well or better. You should consider these factors carefully before deciding to invest. The risks associated with certain investments are described below. Absolute Return Strategies Absolute return strategies use a variety of investment strategies, including long and short positions, in an effort to produce absolute (positive) returns regardless of general market conditions. Absolute return strategies may be invested in a variety of traditional and alternative asset classes. Absolute return strategies generally do not attempt to keep the portfolio structure or the fund’s performance consistent with any designated stock, bond or market index, and during times of market rallies, absolute strategy funds may not perform as well as other funds that seek to outperform an index return. Because a significant portion of an absolute strategy fund’s assets may be invested in a particular geographic region or country, the value of the fund’s assets may fluctuate more than a fund with less exposure to such areas. Alternative Investments, Derivatives, and the Use of Leverage Alternative investments and derivatives are often more volatile than other investments and may magnify the vehicle’s gains and losses. A derivative is a security or contract (futures, options etc.) the value of which fluctuates with the value of another security (i.e., its value is “derived” from the value of another). An example would be a call option on a stock. The value of the option depends, in part, on the price of the stock. An investment vehicle that uses derivatives could be negatively affected if the change in market value of its securities fails to correspond as expected to the underlying securities. You should have a long-term investment horizon if you are considering these types of investments. Alternative investment products are not for everyone and entail risks that are different from more traditional investments. Alternative investment strategies are intended for sophisticated investors and involve a high degree of risk, including, among other things, the risks inherent in investing in securities and derivatives, using leverage, and engaging in short sales. An investment in an alternative investment product or strategy is speculative and should not constitute a complete investment program. Diversification and strategic asset allocation do not assure a profit or protect against loss in declining markets. The use of derivative instruments may involve leverage. Leverage is the risk associated with securities or practices that multiply small index, market or asset price movements into larger changes in value. Leverage may cause the fund to be more volatile than if it had not been leveraged, as certain types of leverage may exaggerate the effect of any increase or decrease in the value of the fund’s portfolio securities. The loss on leveraged transactions may substantially exceed the initial investment. C-1  Investment vehicles used in portfolios may use derivatives that are often more volatile than other investments and may magnify the fund’s gains or losses. An investment that uses derivatives could be negatively affected if the change in the market value of its securities fails to correlate adequately with the values of the derivatives it purchased or sold. Artificial Intelligence Investments in artificial intelligence companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. Artificial intelligence companies face intense competition and potentially rapid product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Artificial intelligence companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. There can be no assurance such companies will be able to successfully protect their intellectual property to prevent the misappropriation of their technology, or that competitors will not develop technology that is substantially similar or superior to such companies’ technology. Company products and services may be impacted by legal and regulatory changes, particularly related to information privacy and data protection. Artificial intelligence companies typically engage in significant amounts of spending on research and development, and there is no guarantee that the products or services produced by these companies will be successful. Bank Loans Investment vehicles may include mutual funds and/or ETFs that invest in floating rate loans (a.k.a. bank loans), which are subject to risks similar to those of below investment grade securities. The value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. In addition, the sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restriction on sales and purchases of bank loans. Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the mutual fund or ETF to replace a particular loan with a lower-yielding security. There may be less public information available with respect to loans than for rated, registered or exchange listed securities. The mutual fund or ETF may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender. Closed-End Funds Portfolios that invest in closed-end funds are subject to general market risk and, depending on the investment policy of a particular fund and the types of securities in which a fund invests, may also be subject to issuer, credit, interest rate, prepayment, inflation, liquidity, political, currency, and leverage risk. Shares of closed-end funds trade in the stock market based on investor demand; therefore, shares may trade at a price higher or lower than the market value of a fund's total net assets. For a complete discussion of the risks for a particular closed-end fund, investors should refer to the fund’s prospectus. Commodities B-2  Commodities are assets that have tangible properties, such as oil, metals and agricultural products. Funds that invest in commodities and commodity-linked securities may be affected by overall market movements, changes in interest rates and other factors, such as weather, disease, embargoes, and international economic and political developments, as well as the trading activity of speculators and arbitrageurs in the underlying commodities. Funds that invest in commodities or commodity-linked securities may not be suitable for all investors. The potential for a commodity-linked security to use derivative instruments, such as futures, options and swap agreements, to achieve its investment objective may create additional risks that would not be present in the underlying securities themselves, thus raising the potential for greater investment loss. Concentration Risk Where a pooled vehicle’s underlying index or portfolio is concentrated in the securities of a particular market, country, industry, sector or asset class, the vehicle may be adversely affected by the performance of those securities, subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that particular market, country, industry, sector or asset class. Convertible Arbitrage Strategies Funds that employ convertible arbitrage strategies seek to generate income by purchasing convertible securities and then selling short the securities’ underlying stock. Investing in convertible securities involves risks, including the risk that the company issuing the debt security will be unable to repay principal and interest (default risk) and the risk that the debt security will decline in value if interest rates rise (interest rate risk). Convertible securities are subject to price fluctuations and may gain or lose value if sold prior to maturity. A majority of convertible securities trade on the over-the-counter market, which may make them more illiquid than other investments. Short selling involves significant risk, as an increase in the value of borrowed securities between the date of the short sale and date the borrowed security is replaced may expose the fund to unlimited loss. Convertible Securities Investments in convertible securities are subject to price fluctuation and may gain or lose value if sold prior to maturity. A majority of convertible securities trade on the over-the-counter market, which may make them more illiquid than other securities. Corporate Fixed Income Investments in corporate fixed income securities are subject to a number of risks, including the possibility of issuer default, credit risk, market risk and call risk. Covered Calls Funds that engage in the selling (or writing) of covered calls may involve a high degree of risk and may not be suitable for all investors. For a call option that is sold (written), if that option is exercised, the upside potential is limited to the premium received plus the difference between its stock price and the stock purchase price. If the option is not exercised and expires out-of-the-money and with no value, the upside potential is any gain in share value plus the premium received. On the downside, limited protection is provided by the premium received from the call’s sale. The loss potential may be C-3  substantial and is limited only by the stock declining to zero. Investors should read and understand the risks associated with options prior to engaging in any covered call strategy. Currency Carry Strategies Funds that employ currency carry strategies seek to benefit from changes in the relative valuations of one currency to another currency, primarily through the buying and selling of over-the-counter (OTC) derivatives, such as currency spot, forward and non-deliverable forward contracts. This strategy may involve significant risk, as there is no exchange on which to trade over-the-counter derivatives and no standardization of contracts, which may make it difficult or impossible to value or liquidate an open position. The relationship between different currencies may be highly volatile, and transactions involving foreign currencies may entail risks not common to investments denominated entirely in a person’s domestic currency. Such risks include the risks of political or economic policy changes in the foreign nation; the stability of foreign governments, banking systems and economies; the performance of global stock markets; interest rate levels; inflation; and any other conditions that may substantially and permanently alter the conditions, terms, marketability or price of a foreign currency. The market for some currencies may, at times, experience low trading volume and become illiquid, thus subjecting the fund to added risk, including the potential for substantial loss. Emerging Markets Emerging markets tend to be more volatile and less liquid than the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often subject to rapid and large changes in price. In particular, emerging markets may have relatively unstable governments, present the risk of sudden adverse government or regulatory action and even nationalization of businesses restrictions on foreign ownership on prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries. The economies of emerging market countries may be based predominantly on only a few industries and may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme debt burdens or volatile inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult. Transaction settlement and dividend collection procedures also may be less reliable in emerging markets than in developed markets. Energy Sector Investments in energy-related companies may be negatively impacted by, among other things, changes in worldwide energy prices, exploration and production spending, energy conservation, the success of exploration projects and related costs, government regulation, world events, economic conditions, exchange rates, transportation and storage costs, and labor relations. In addition, energy-related companies are at an increased risk of civil liability and environmental damage claims, and are also subject to the risk of loss from terrorism and natural disasters. Environmental, Social and Governance and Socially Responsible Investing Strategies Investing on the basis of environmental, social and governance and socially responsible investing (collectively referred to as “ESG”) criteria involves qualitative and subjective analysis. There is no guarantee that the determinations made will align with the beliefs or values of a particular investor. C-4  Investments identified by an ESG policy may not operate as expected, and adhering to an ESG policy may result in missed opportunities. You can expect that ESG considerations will result in investment selections that differ from investment selections that would be made in the absence of ESG considerations. As such, the performance of such investments is likely to differ as well. ESG criteria used by third-party providers can differ significantly, and data can vary across providers and within the same industry for the same provider. In addition, there are significant differences in interpretations of what it means for an investment to have positive ESG characteristics. ESG portfolio decisions may differ with other investors’ or advisers’ views. Investments in “green” bonds include bonds whose proceeds are used principally for climate mitigation, climate adaptation or other environmentally beneficial projects, such as, but not limited to, the development of clean, sustainable or renewable energy sources, commercial and industrial energy efficiency, or conservation of natural resources. A fund that invests in green bonds, under certain market conditions, may underperform as compared to funds that invest in a broader range of investments. In addition, some green bonds may be dependent on government tax incentives and subsidies as well as political support for certain environmental technologies and companies. Investing primarily in green bonds may affect a fund’s exposure to certain sectors or types of investments and could impact the fund’s relative investment performance depending on whether such sectors and/or investments are in or out of favor in the market. The green bond sector may also have challenges such as a limited number of issuers, limited liquidity in the market and limited supply of bonds that merit “green” status, each of which may adversely affect a fund that primarily invests in green bonds. Equity Options Funds may employ the use of equity options. Positions in equity options can reduce equity market risk, but can limit the opportunity to profit from an increase in the market value of stocks in exchange for upfront cash at the time of selling the call option. Unusual market conditions or the lack of a ready market for any particular option at a specific time may reduce the effectiveness of option strategies and could result in losses. In addition to the product prospectus, investors should read and understand the risks associated with options prior to engaging in any option strategy. Utilizing a strategy with a diversified equity portfolio and derivatives, with a put/spread collar options overlay, may not provide greater market protection than other equity investments nor reduce volatility to the desired extent, as unusual market conditions or the lack of a ready option market could result in losses. Derivatives expose the fund to risks of mispricing or improper valuation and the fund may not realize intended benefits due to underperformance. When used for hedging, the change in value of a derivative may not correlate as expected with the risk being hedged. Each strategy carries its own unique risks, which are more fully explained in the applicable fund prospectus. Equity Securities Equity securities (i.e., stocks), as well as portfolios that invest in equity securities, are subject to several general risks, including the risk that the financial condition of the issuer may become impaired or the general condition of the stock market may deteriorate, either of which may cause a decrease in the value of the issuer’s securities. Equity securities are susceptible to general stock market fluctuations and to sudden, significant and prolonged increases and decreases in value as market confidence in and perceptions of the security’s issuer change. These perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation C-5  and interest rates, economic expansion or contraction, and global or regional political, economic, and banking crises. There can be no assurance that an issuer will pay dividends on outstanding shares of its common stock, as the payment of dividends will generally depend upon various factors, including the financial condition of the issuer and general economic conditions. Holders of common stocks of any given issuer will generally incur more risk than holders of preferred stocks and debt obligations of the same issuer because common stockholders, as owners of the issuer, generally have subordinated rights to receive payments from such issuer in comparison with the rights of creditors or holders of the issuer’s debt obligations or preferred stocks. The existence of a liquid trading market for certain equity securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made for any securities, that any market for the securities will be maintained, or that any such market will be or remain liquid. The price at which an equity security may be sold will be adversely affected if trading markets for the security are limited or absent. Exchange-Traded Products Exchange-Traded Products (“ETPs”) are pooled vehicles that derive their value from instruments such as stocks, bonds, commodities, or currencies, and trade intra-day on a national securities exchange. Generally, ETPs are established as either Exchange-Traded Funds (“ETFs”) or Exchange-Traded Notes (“ETNs”); for more information about the structure and features of securities themselves, please see their respective descriptions in this section. In addition to the risks borne by all pooled vehicles such as management risk, concentration risk and non-diversification risk, there are special risks associated with ETPs, such as: • Costs of Buying and Selling ETP Shares. When buying and selling ETP shares through a broker, an investor will incur brokerage commissions or other charges imposed by the broker. An investor also will incur the cost of the “spread” between the bid and ask prices of the ETP shares. Frequent trading in ETP shares may, therefore, adversely affect the investment performance of an ETP investment through these costs. Such costs also may make regular small investments in ETP shares inadvisable. The Program Fees for the BNYA Managed Products do not include fees or expenses that may be associated with individual ETPs, including, but not limited to, the ETP sponsor fee, the trustee fee, ETP custodian’s fee, stock exchange listing fees, SEC registration fees, printing and mailing costs, audit fees, legal fees, licensing fees, marketing expenses and other operating expenses. For more information on these expenses, refer to the ETP’s prospectus. • Derivatives Risk. As stated previously, derivative investments are often more volatile that other investments and may magnify an ETP’s gains and losses. An ETP that invests a portion of its assets in derivatives, such as futures and options contracts, is subject to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. The risks associated with an ETP’s use of futures and options contracts include: o losses that exceed those experienced by funds that do not use futures contracts and options; o changes in the market value of the securities held by the ETP that are uncorrelated to the prices of futures and options on futures; C-6  o secondary market illiquidity, which may prevent the ETP from closing out is futures contracts at a time which is advantageous; o trading restrictions or limitations imposed by an exchange or other market and government regulations; and o speculative risk because option premiums paid or received by the ETP are small in relation to the market value of the investments underlying the options. Where the price of an options or futures contract declines more than the trading limits established by an exchange, trading on that exchange is halted on that instrument. If a trading halt occurs, the ETP may be temporarily unable to purchase or sell those options or futures contracts. If a trading halt occurs near the time the ETP prices its shares, it could limit the ETP’s ability to employ leverage and thereby prevent the ETP from achieving its investment objective. In such cases, the ETP also may be required to use a “fair value” method to price its outstanding contracts. Depending on the specific ETP’s investment objective and strategy, certain ETPs may invest a significant portion of their assets in derivatives. • ETP Risk. By investing in ETPs, the owner does not have certain rights that investors in the underlying index or the underlying index components may have, such as stock voting rights. Upon sale or redemption of the ETP shares, the owner will be paid cash, and will have no right to receive delivery of any of the underlying index components or commodities or other assets underlying the index components. • Leverage Risk. As stated previously, the more an ETP invests in leveraged derivative instruments, the more this leverage will exaggerate the effect of any increase or decrease in the value of those investments. For leveraged index-based ETPs, the value of the ETP’s shares will often increase or decrease more than the value of any increase or decrease in its underlying index. Leverage will also magnify tracking error risk (see below). • Liquidity Risk. In certain circumstances, it may be difficult for an ETP to purchase and sell particular investments within a reasonable time at a fair price, which may reduce the ETP’s returns. To the extent that there is not an established retail market for instruments in which the ETP may invest, trading in such instruments may be relatively inactive. In addition, during periods of reduced market liquidity or in the absence of readily available market quotations for particular investments in the ETP’s portfolio, the ability of the ETP to assign an accurate daily value to these investments may be difficult and the investment advisor may be required to fair value the investments. Alternative and Specialty ETPs or ETPs that seek exposure to small- capitalization companies may be subject to liquidity risk to a greater extent than other ETPs. • Market Risk. An ETP is exposed to the economic, political, currency, legal and other risks of a specific sector, industry, region or market related to the underlying securities and/or index that the ETP is tracking. • Tracking Error Risk. This refers to the disparity between the performance of the ETP (as measured by its NAV) and the performance of the underlying index on either a daily or aggregate basis. Tracking error may arise due to: C-7  o failure of the ETP's tracking strategy, o the impact of fees and expenses, o foreign exchange differences between the base currency or trading currency of an ETP and the currencies of the underlying investments, or o corporate actions such as rights and bonus issues by the issuers of the ETP 's underlying securities. Mathematical compounding may prevent leveraged and inverse ETPs that seek to track the performance of their underlying indices or benchmarks on a daily basis from correlating with the monthly, quarterly, annual or other period performance of their benchmarks. Factors such as ETP expenses, imperfect correlation between the ETP’s investments and those of its underlying index, rounding of share prices, changes to the composition of the underlying index, regulatory policies, high portfolio turnover rate, and the use of leverage all contribute to tracking error. Investing in ETPs is not equivalent to a direct investment in an index or index components. Depending on its particular strategy, an ETP may not hold all the constituent securities of an underlying index in the same weightings as the constituent securities of the index, or may hold securities other than the constituent securities of the underlying index. Therefore, the performance of the securities underlying the ETP as measured by its NAV may outperform or underperform the index, perhaps significantly. • Trading at Prices Other than NAV. ETP shares may trade below or above their NAV. The NAV of ETP shares will fluctuate with changes in the market value of the ETP’s portfolio holdings. The trading prices of ETP shares will fluctuate in accordance with changes in NAV as well as market supply and demand. The trading price of ETPs may deviate significantly from NAV during periods of market volatility. The investment manager cannot predict whether ETPs will trade below, at, or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for ETPs will be closely related to, but not identical to, the same forces influencing the prices of the securities held by an ETP. • Trading Risk. Although an ETP’s shares are listed on a national securities exchange, there can be no assurance that an active or liquid trading market for the ETP’s shares will develop or be maintained. Trading in ETPs on an Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in ETPs inadvisable. Trading in ETPs on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange "circuit breaker" rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the ETF will continue to be met or will remain unchanged. Exchange-Traded Funds Exchange-Traded Funds (“ETFs”) are ETPs that derive their value from instruments such as stocks, bonds, commodities, or currencies, and trade intra-day on a national securities exchange. Generally, these are established as either open-end investment companies or unit investment trusts (“UITs”). For risks related to ETPs, please see above. Certain ETFs may have elected to be treated as partnerships for federal, state and local income tax purposes. Accordingly, if you own one of these ETFs, you will be taxed as a beneficial owner of an interest in a partnership. Tax information for such ETFs will be reported to you on an IRS Schedule K- C-8  1. You should consult your tax advisor in determining the tax consequences of any investment, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws. Exchange-Traded Notes Exchange-Traded Notes (“ETNs”) are ETPs that are a type of senior, unsecured, unsubordinated debt security of the issuing company. This type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no periodic coupon payments are distributed and no principal protection exists. Similar to ETFs, ETNs are generally traded on a securities exchange. Investors can also hold the debt security until maturity. At that time, the issuer is obligated to give the investor a cash amount that would be equal to the principal amount times the applicable index factor less investor fees. The index factor on any given day is a mathematical equation equal to the closing value of the underlying index on that day divided by the initial index level. The initial index level is the closing value of the underlying index on the creation/inception date of the note. One significant risk factor that affects an ETN’s value is the credit of the issuer. ETNs are synthetic investment products that do not represent ownership of the securities of the indices they track, and are backed only by the issuer’s credit. The value of the ETN may drop despite no change in the underlying index due to the adverse change in issuer’s creditworthiness or in perceptions of the issuer’s creditworthiness. For additional risks related to ETPs, please see above. Fixed Income Portfolios that invest in fixed income securities are subject to several general risks, including interest rate risk, credit risk, the risk of issuer default, liquidity risk and market risk. These risks can affect a security’s price and yield to varying degrees, depending upon the nature of the instrument, and may occur from fluctuations in interest rates, a change to an issuer’s individual situation or industry, or events in the financial markets. In general, a bond’s yield is inversely rated to its price. Bonds can lose their value as interest rates rise and an investor can lose principal. If sold prior to maturity, fixed income securities are subject to gains/losses based on the level of interest rates, market conditions and the credit quality of the issuer. Foreign Investments Foreign investments are subject to risks not ordinarily associated with domestic investments, such as currency, economic, and political risks, and may follow different accounting standards than domestic investments. GNMA Securities Investments in GNMA securities involve fluctuation due to changing interest rates or other market conditions. Investors may experience a gain or loss due to prepayment of obligations and may receive back part of their investment before redemption. Gold Bullion C-9  Investment vehicles may invest in gold bullion. The price of gold has fluctuated widely over the past several years. Several factors affect the price of gold, including: global supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; currency exchange rates and interest rates. There is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. Government Agency Securities Investments in U.S. government agency securities involve fluctuation due to changing interest rates or other market conditions. Investors may experience a gain or loss due to prepayment of obligations and may receive back part of their investment before redemption. High Yield Bonds High yield (“junk”) bonds involve greater credit risk, including the risk of default, than investment grade bonds, and are considered predominantly speculative with respect to the issuer’s ability to make principal and interest payments. The prices of high yield bonds can fall dramatically in response to bad news about the issuer or its industry, or the economy in general. Industrials Sector Investments in companies operating in cyclical industries, such as those in the aerospace, defense, automotive, chemical, construction, machinery and transportation industries, may be negatively impacted by, among other things, general economic trends, changes in consumer sentiment and spending, commodity prices, legislation, government regulation and spending, import controls, worldwide competition, liability for environmental damage, depletion of resource, and mandated expenditures for safety and pollution control. Inflation-Protected Bonds Inflation-protected bonds are subject to a variety of risks including interest rate, credit, and inflation risk. Interest payments on inflation-protected securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary fixed income securities. Infrastructure Sector Investments in infrastructure-related companies may be more susceptible to developments affecting countries’ infrastructure than a more broadly diversified fund would be and may perform poorly during a downturn in one or more industries related to infrastructure. Infrastructure-related companies can be negatively affected by adverse economic and political developments, as well as changes in regulations, environmental problems, casualty losses and increases in interest rates. Intermediate- and Long-Term Fixed Income Investments in intermediate- and long-term fixed income securities involve interest rate risk and inflation risk, which could reduce the value or real return of an investment should interest rates rise. International Small-Cap Equity C-10  Investments in international small-cap equity securities involve additional risks, including foreign currency risk, political instability, foreign legal and accounting practices, increased volatility, and reduced liquidity often associated with securities of smaller companies. Liquidity Risk Liquidity risk increases when particular investments are difficult to purchase or sell. Some assets held in a portfolio may be impossible or difficult to sell, particularly during times of market turmoil. A lack of liquidity also may cause the value of investments to decline. Illiquid investments may be harder to value, especially in changing markets. Typically liquid investments may become illiquid, particularly during periods of market turmoil. When illiquid assets must be sold in such market conditions (to meet redemption requests or other cash needs for example), it may be necessary to sell such assets at a loss. Long Short Positions The use of long and short positions may involve risks different from those normally associated with other types of investment vehicles, such as mutual funds. It is possible that the fund’s long positions will decline in value at the same time that the value of the securities sold short increases, thus raising the potential for greater investment loss. Market neutral investing, in using long and short positions, provides no guarantee that it will be successful in limiting the fund’s exposure to domestic stock market movements, capitalization, sector swings or other risk factors. Investment in a strategy involved in long and short selling may have higher portfolio turnover rates, which may result in additional tax consequences. Short selling involves certain risks, including additional costs associated with covering short positions and a possibility of unlimited loss on certain short sale positions. Managed Futures Funds that employ managed futures strategies typically utilize derivatives, such as futures, options, structured notes and swap agreements, which provide exposure to the price movements of a commodity (i.e., oil, grain, livestock) or a financial instrument (i.e., currency, index). This may expose the fund to additional risks that would not be present had the fund invested directly in the securities underlying those derivatives. Funds that invest in commodity-linked derivatives may be subject to greater volatility, as the value of those derivatives may be affected by overall market movements, changes in interest rates and other factors such as weather, disease, embargoes and international economic and political developments, as well as the trading activity of speculators and arbitrageurs in the underlying commodities. This strategy may cause the fund to invest a significant portion of assets in the securities of a single issuer. Changes in the market value of the issuer’s securities may result in greater volatility than would otherwise occur in a more diversified mutual fund, thus increasing the potential for greater investment loss. Funds that employ managed futures strategies may purchase shares of other pooled investments, such as ETFs. In addition to its own expenses, the fund will also bear a portion of the ETF’s expenses, which may negatively impact performance. A highly liquid secondary market may not exist for certain derivatives utilized by this strategy, and there can be no assurances that one will develop. Management Risk. Management risk is the risk that the investment adviser’s investment strategies are not successful in achieving a pooled vehicle’s investment objective. C-11  Market Neutral Strategies Funds that employ market neutral or arbitrage strategies (including merger arbitrage, convertible arbitrage, credit arbitrage, dual class arbitrage, as well as other arbitrage strategies), in using long and short positions, provide no guarantee that they will be successful in limiting a portfolio’s exposure to domestic stock and/or fixed income market movements, capitalization, sector swings or other risk factors. Investment in a strategy involving long and short selling may have higher portfolio turnover rates, which may result in additional tax consequences. Short selling involves certain risks, including additional costs associated with covering short positions and a possibility of unlimited loss on certain short sale positions. Funds within the portfolios may employ the use of long and short positions, which may involve risks different from those normally associated with a long-only strategy. It is possible that a fund’s long positions will decline in value at the same time that the value of the securities sold short increases, thus raising the potential for greater investment loss. Funds classified within this category may also at times participate in “price pressure” trades, credit or distressed investments (short-term debt, distressed securities, bonds and corporate loans), SPACs (Special Purpose Acquisition Corporations), PIPEs (Private Investments in Public Equities), IPOs (Initial Public Offerings), SEOs (Seasoned Equity Offerings), warrants and spin-offs. Each strategy carries its own unique risks, which are more fully explained in the applicable product prospectus. Please read the prospectus carefully before investing. Master Limited Partnerships Master Limited Partnerships (“MLPs”) are subject to certain risks, including limited control and limited rights to vote on matters affecting the partnership. In addition, conflicts may exist between common unit holders, subordinated unit holders, and the general partner of an MLP, including conflicts arising as a result of incentive distribution payments. Unit holders in MLPs will receive an Internal Revenue Service (“IRS”) Schedule K-1 from the MLP, and information about the MLP will not be included in any Form1099 received from the custodian. In addition, investors may need to file with the IRS for an extension to file their tax returns due to the timing of the issuance and mailing of the Schedule K-1 by the MLP. Unit holders of MLPs may be subject to complex tax requirements and such tax features may not be suitable for certain investors. Investors should consult with their tax advisors prior to investing in MLPs. Merger Arbitrage Strategies Funds that employ merger arbitrage strategies seek to capitalize on “event”-driven situations, such as announced mergers, acquisitions and reorganizations, by purchasing the securities of companies that have agreed to be acquired by another company. This strategy involves risks, including the risk that the merger or similar transaction will not occur, will be renegotiated at a less attractive price or may take longer than expected to be completed, which may cause the price of the company’s securities to decline significantly. Funds that employ merger arbitrage strategies may experience significant portfolio turnover, generally resulting in additional transaction costs that may negatively impact fund performance. Funds may also invest in the securities of a limited number of companies whereby a decline in the value of any one security may have a greater impact on a fund’s share price. This may result in increased volatility over a more diversified fund and the potential for greater investment loss. Micro-Cap Equity Micro-cap stocks may offer greater opportunity for capital appreciation than the stocks of larger and more established companies; however, they also involve substantially greater risks of loss and price fluctuations. Micro-cap companies carry additional risks because their earnings and revenues tend to be C-12  less predictable (and some companies may be experiencing significant losses), and their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Micro-cap companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources, and may lack management depth. In addition, there may be less public information available about these companies. The shares of micro-cap companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the ability to sell these securities. In addition, it may take a long time before the value of your investment realizes a gain, if any, on an investment in a micro-cap company. Miscellaneous Fixed Income Miscellaneous fixed income strategies have structures or mandates that make them unsuitable for inclusion in other fixed income categories. Strategies are used only in combination with other investments (i.e., used as so-called separate account completion funds); they are not designed for use as stand-alone investments. Each strategy carries its own unique risks, which are more fully explained in the applicable Fund prospectus. Mortgage-and Asset-Backed Securities Investments in mortgage-and/or asset-backed securities involve risk, including the risk of prepayment, which may affect the overall return of the investment. Only select deposit products and investments are guaranteed by the Federal Deposit Insurance Corporation (FDIC), and the credit quality of a particular security or group of securities does not ensure the stability or safety of the overall portfolio. Multi-Sector Fixed Income Strategies/Opportunistic Bond Investments that employ multi-sector bond strategies seek income by diversifying across multiple fixed income sectors including, but not limited to, U.S. government securities, corporate bonds, non-U.S. fixed income securities and high yield bonds. Each fixed income sector carries its own unique risks. Multi-Strategy (Alternatives) Multi-strategy investments are actively managed and seek to produce absolute (positive) returns regardless of general market conditions by exploiting disparities or inefficiencies in markets, geographical areas and companies, taking advantage of anticipated price movements (up and/or down) of markets and/or benefiting from cyclical relationships or special situations (such as reorganizations). Multi-strategy portfolios may utilize one or more asset managers (sub-advisors) that, in turn, may employ a wide range of specialized alternative investment strategies such as: high yield and distressed debt, long/short (equity and/or credit), hedged equity, global macro, systematic trading, options and arbitrage. Each strategy carries its own unique risks, which should be considered carefully before investing. Municipal Bonds An investment in any municipal portfolio should be made with an understanding of the risks involved in investing in municipal bonds, such as interest rate risk, credit risk and market risk, including the possible loss of principal. Please contact your tax advisor regarding the impact of tax-exempt investments in your portfolio. If sold prior to maturity, municipal securities are subject to gains/losses based on the level of interest rates, market conditions and the credit quality of the issuer. C-13  Mutual Funds There is a risk that a mutual fund will not achieve its investment objective or execute its investment strategies effectively, or that large purchase or redemption activity by shareholders of such mutual fund might negatively affect the value of the mutual fund’s shares. Clients will pay their pro rata portion of the fees and expenses of any mutual fund in which they invest. The Program Fees do not include fees or expenses, which may be associated with individual mutual funds, including, but not limited to, redemption fees, 12b-1 fees, other fund expenses or other applicable regulatory fees. BNYA’s affiliates, including Pershing and Pershing Advisor Solutions, will receive fees from the mutual funds held in your account. Please refer to each mutual fund’s prospectus for more information about the specific investment risks associated with each mutual fund. Non-Diversification Risk Pooled vehicles, such as ETPs and mutual funds, may be diversified or non-diversified depending on their investment objectives and portfolio holdings. Pooled vehicles that are non-diversified may invest in the securities of a limited number of issuers. To the extent that a pooled vehicle invests a significant percentage of its assets in a limited number of issuers, the vehicle is subject to the risks of investing in those few issuers, and may be more susceptible to a single adverse economic or regulatory occurrence. As a result, changes in the market value of a single security could cause greater fluctuations in the value of the pooled vehicle’s shares than would occur in a diversified pooled vehicle. Non-U.S. Fixed Income Investments in non-U.S. fixed income securities involve additional risk, including interest rate risk, credit risk and market risk, which could reduce the yield that you receive from your portfolio. These are in addition to the risks associates with all fixed income securities, including interest rate risk, market risk and the possibility of issuer default. Precious Metals Portfolios that invest in precious metals (such as gold, silver and platinum) and/or industrial metals (such as aluminum, copper, lead, nickel and zinc) may be subject to additional risks including, but not limited to, fluctuations in price resulting from global supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; currency exchange rates and interest rates; increased mining, transportation or storage costs; or other market forces that may have a significant impact on the profitability of companies in the precious and/or industrial metals sector. The price of precious and industrial metals may also be affected by changes in political or economic conditions of countries where precious and industrial metals companies are located. The price of precious and industrial metals can fluctuate widely over time, and there is no assurance that such metals will maintain their long-term value in terms of purchasing power in the future. Preferred Securities Preferred securities are subject to certain risks, including interest rate risk, where a rise in interest rates may cause the value of preferred shares to decline significantly. Dividend payments are not guaranteed, and an issuer’s decision to decrease or suspend dividend payments may adversely affect the value of its preferred shares. Redemption of shares due to maturity, conversion or call features may decrease the overall yield of the portfolio. C-14  Real Estate Investment Trusts Investments in Real Estate Investment Trusts (“REITs”) are subject to many of the risks associated with direct real estate ownership and, as such, may be adversely affected by declines in real estate values and general and local economic conditions. Short-Term Fixed Income Securities Short-term fixed income securities are susceptible to fluctuations in interest rates. If interest rates rise, bond prices will decline, despite the lack of change in both coupon and maturity. Price volatility typically increases with the length of the maturity and decreases as the size of the coupon decreases. Small- and/or Mid-Cap Portfolios Small and midsize companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the strategy’s ability to sell these securities. These companies may have limited product lines, markets or financial resources, or may depend on a limited management group. Some of the strategy’s investments will rise and fall based on investor perception rather than economic factors. Other investments are made in anticipation of future products, services or events whose delay or cancellation could cause the stock price to drop. Technology Sector Investments in technology-related companies may be negatively impacted by, among other things, intense competition, earnings disappointments, rapid obsolescence of products and services due to technological innovations or changing consumer preferences, issues with obtaining financing or regulatory approvals, product compatibility and high required corporate capital expenditure for research and development or infrastructure and development of new products. Treasury Inflation Protected Securities Funds that invest in Treasury Inflation-Protected Securities (“TIPS”) are subject to several general risks, including interest rate risk, credit risk, market risk and inflation-protected securities risk. Interest payments on inflation-protected securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary fixed income securities. Investments TIPS involve liquidity risk and are subject to specific taxation obligations. TIPS typically set a coupon rate equal to a broad-based inflation index, such as the Consumer Price Index for all Urban Consumers, calculated by the Bureau of Labor Statistics. Unlike other securities, TIPS are generally quoted in the market in terms of real (net of inflation) yields. Treasury Securities Investments in intermediate- and long-term Treasury securities involve interest rate risk and inflation risk, which could reduce the value or real return of an investment should interest rates rise. C-15  Utility Securities Portfolios that invest in the utilities sector can be very volatile because of supply and/or demand for services or fuel, financing costs, conservation efforts, the negative impact of regulation, and other factors. In addition, the value of energy companies may be affected by the levels of volatility of global energy prices, energy supply and demand, capital expenditures on explorations and production, energy conservation efforts, exchange rates and technological advances. Securities issued by utility companies have been historically sensitive to interest rate changes. When interest rates fall, utility securities prices, and thus a utilities fund’s share price, tend to rise; when interest rates rise, their prices generally fall. C-16  EXHIBIT D BNY MELLON ADVISORS, INC. FREQUENTLY ASKED QUESTIONS REGARDING “TRADING AWAY” AND “STEP OUT” TRANSACTIONS FOR WRAP ACCOUNT CLIENTS 1: What is meant by a transaction that has been “traded away” or “stepped out” from BNY Mellon Advisors, Inc.? Pershing LLC is an affiliate of BNY Mellon Advisors, Inc. (“BNYA”) and is an SEC registered broker-dealer that provides clearing and custody services for the BNYA programs. When a Portfolio Manager decides to place trade orders with another broker-dealer firm other than Pershing, the resulting transaction is what is commonly referred to as a “trade away” or “step out”, as it is being done away from the BNYA platform. Portfolio Managers can execute these “step out” transactions for equity securities including America Depositary Receipts (“ADRs”), as well as for fixed income products. 2: Do wrap account clients incur additional charges when their Portfolio Manager executes trades away from the BNYA platform? Yes, with minimal exceptions. Additional costs and added fees may be applied in a few different methods. Commissions and mark-ups/downs are often imbedded in the execution prices that clients ultimately pay. That is to say, that a portion of the settlement price that a client ultimately pays has been marked-up or marked-down and thus embedded or part of the net price the client pays or includes a negotiated commission between the Portfolio Manager and executing broker- dealer. ADR transactions will also cost wrap clients extra fees and costs as those types of transactions incur added fees for the purposes of share conversion. Prior to investing in a fixed income style or an international investment style that may include ADRs, clients should ask their Consultants and/or Portfolio Managers what fees and charges they will likely occur as an investor in such styles and how those fees will be assessed. 3: How much added costs can I expect to pay? Costs vary by Portfolio Manager and trade but as part of our review of the Manager’s practices, we have observed typical charges range between $.00 - $.04 per share for equity transactions (other than ADR transactions). Costs for fixed income and ADR trade away transactions will typically see higher charges due a variety of factors, including liquidity of the securities involved, access to brokers or inventory portals. In addition, ADR trade away transactions are subject to share conversion fees. As noted earlier, some Portfolio Managers may not pass on any additional fees; therefore you should review the Form ADV, Part 2A Brochure of the Portfolio Manager you have selected for more information regarding their brokerage practices and consider the additional expenses that you may incur. Also, as part of the review of your Portfolio Manager’s disclosure and expected fees, you should also discuss D-1  with your Consultant their practices regarding “trade away” or “step out trades” in order to determine how often they engage in such practices and how they seek to ensure that you receive best execution for those transactions when they decide to do so. 4: Why would my Portfolio Manager direct trades away from BNYA if they may incur additional fees and costs? There may be several reasons why a Portfolio Manager would use another platform for the execution of transactions away from BNYA. A Portfolio Manager will at times use “step out” transactions in fulfilling a client-directed brokerage arrangement and in other instances to allow for an order to be aggregated. Portfolio Managers are required to seek the best execution for their clients’ orders, and at times may aggregate their orders and step out for operational efficiencies, to access new issues or specialized securities as well as for the purposes of soft dollar arrangements that the firm may have in place. Although Portfolio Managers generally seek competitive commission rates, they may not necessarily pay the lowest commission available as transactions that involve specialized services on the part of the broker-dealer firm may result in higher commission rates than would be the case with more routine transactions. The Portfolio Manager may pay higher commission rates to those brokers whose execution abilities, brokerage or research services or other legitimate and appropriate services the Portfolio Manager believes are particularly helpful in seeking good investment results and, based upon the Manager’s assessment, are consistent in obtaining the best execution for the client. 5: Does BNYA have any input as to when my Portfolio Manager may trade away? No. BNYA does not discourage or restrict a Portfolio Manager’s ability to trade away, as the responsibility to determine the suitability of trading away falls under the Portfolio Manager’s individual fiduciary duty to clients and is at their discretion and judgment in trading their portfolio securities. 6: What role does BNYA play in this process? BNYA’s role and responsibility as sponsor lies in understanding the practices that available Portfolio Managers engage in and to determine when trading away occurs, to what degree such transactions are taking place at a particular Portfolio Manager as well as to collect on a best efforts basis each Portfolio Manager’s determination of the costs associated with such transactions. We also disclose to clients that their Portfolio Managers have the ability to “trade away” and when they do engage in these practices, that additional costs and fees will likely be incurred. As mentioned above, it is the responsibility of each Portfolio Manager to determine if and when they “trade away” and to also determine if they will pass on costs, fees, mark ups/downs or other charges, and BNYA will disclose to clients that these actions do take place. Please refer to Exhibit A to review additional information regarding Portfolio Managers participating in BNYA’s sponsored programs that have engaged in trade aways. Please note that Portfolio Managers that have not historically engaged in trade aways may elect to do so in the future. D-2  BNY Mellon Advisors, Inc. Portfolio Managers Trade Away Details (BEGINS ON NEXT PAGE) All the data contained in Exhibit D has been directly supplied by the Portfolio Managers. More detailed information can be found at: https://www.bny.com/pershing/us/en/solutions/advisory-solutions/investment-advisory-services-and- research.html D-3  2022 2023 2024 Manager Name and Style Cost Cost Cost Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away Advisors Asset Management Advisors Asset Core Plus 26% - 50% $0 51% - 75% $0 76% - 100% $0 Advisors Asset Core Tax Exempt 76% - 100% $0 76% - 100% $0 76% - 100% $0 AllianceBernstein L.P. AB Tax Aware Fixed Income 51% - 75% $0 51% - 75% $0 76% - 100% $0 AB Municipal High Quality SMA 76% - 100% $0 76% - 100% $0 76% - 100% $0 Atlanta Capital Management Company 0 - 25% $0 0 - 25% $0 0 - 25% $0 Atlanta Capital High Quality Small Cap (Hard Close-Transfer Only) Belle Haven Investments, L.P. Belle Haven Ladder Plus 76% - 100% $0 76% - 100% $0 76% - 100% $0 Belle Haven Taxable Ladder Plus 76% - 100% $0 76% - 100% $0 76% - 100% $0 BlackRock Investment Management, LLC BlackRock Intermediate Term Municipal Bond 76% - 100% $0 76% - 100% $0 0 0 BlackRock Intermediate Term Taxable Fixed Income SMA 76% - 100% $0 76% - 100% $0 0 0 BlackRock Long Term Municipal Bond 76% - 100% $0 76% - 100% $0 0 0 Brandes Investment Partners, L.P. Brandes Emerging Markets Opportunities Equity 0 – 25% $0.01 0 – 25% $0.02 0 0 Brandes European Equity 26% - 50% $0.15 0 – 25% 15 bps 0 0 Brandes Global Balanced 0 – 25% $0.02 0 – 25% 15 bps 0 – 25% $0.02 Brandes Global Equity 0 – 25% $0.04 0 – 25% $0.01 0 – 25% $0.02 Brandes Global Small-Mid Cap Equity 26% - 50% $0.02 0 0 0 0 Brandes International Equity 26% - 50% $0.02 0 – 25% 14 bps 0 0 Brandes U.S. All Cap Value Equity 0 – 25% $0.05 0 – 25% $0.02 0 0 Breckinridge Capital Advisors, Inc. Breckinridge Intermediate Tax-Exempt Municipal National 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 Breckinridge Intermediate Tax-Exempt Municipal State Preferred Carret Asset Management Carret Municipal Bond 76% - 100% 0.2 - 1 bps 76% - 100% 0.2 - 1 bps 76% - 100% 0.2 - 1 bps Carret Taxable Bond 51% - 76% 0.2 - 1 bps 76% - 100% 0.2 - 1 bps 76% - 100% 0.2 - 1 bps Crossmark Global Investments, Inc. Crossmark Balanced Core 0 0 0 0 0 – 25% $0 Crossmark Municipal Fixed Income 76% - 100% $0 76% - 100% $0 76% - 100% $0 Cullen Capital Management Schafer Cullen Global High Dividend ADR 0 0 51% - 76% $0 51% - 76% $0 Schafer Cullen International High Dividend (ADR) 0 0 0 – 25% $0 51% - 76% $0 Cumberland Advisors Inc. Cumberland Total Return Tax-Free Municipal 76% - 100% $0 76% - 100% $0 76% - 100% $0 D-4  2022 2023 2024 Manager Name and Style Cost Cost Cost Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away Dana Investment Advisors Dana Municipal Bond 76% - 100% $0 76% - 100% $0 76% - 100% $0 Dana Social Bond 0 0 76% - 100% $0 76% - 100% $0 Dana Taxable Fixed Income 76% - 100% $0 76% - 100% $0 0 0 Davidson Investment Advisors, Inc. Intermediate Taxable Fixed Income 76% - 100% $0 76% - 100% $0 76% - 100% $0 Delaware Investments Delaware Investments Large Cap Value 0 – 25% $0 0 0 0 0 Eagle Asset Management Eagle Asset Tax Aware Fixed Income 76% - 100% $0 76% - 100% $0 76% - 100% $0 Eagle High Quality Tax Free Bonds 76% - 100% $0 76% - 100% $0 76% - 100% $0 Eagle High Quality Taxable Bonds 76% - 100% $0 76% - 100% $0 76% - 100% $0 Eagle Strategic Income 76% - 100% $0 76% - 100% $0 76% - 100% $0 Eagle Strategic Income - Tax Advantaged 76% - 100% $0 76% - 100% $0 76% - 100% $0 Eagle Taxable Managed Income Solutions 76% - 100% $0 76% - 100% $0 76% - 100% $0 Federated Investment Counseling Federated Strategic Value Dividend 0 0 76% - 100% $0 0 0 Franklin Templeton Private Portfolio Group, LLC ClearBridge Value 76% - 100% $0.01 76% - 100% $0.01 76% - 100% $0.01 ClearBridge Appreciation 26% - 50% $0.01 26% - 50% $0.01 51% - 75% $0.01 ClearBridge International Growth ADR ESG 51% - 75% $0.01 26% - 50% $0.01 76% - 100% $0.01 ClearBridge International Value ADR 0 - 25% $0.01 0 - 25% $0.01 0 - 25% $0.01 ClearBridge Large Cap Growth 0 - 25% $0.01 0 - 25% $0.01 0 - 25% $0.01 ClearBridge Growth 0 - 25% $0.02 0 - 25% $0.02 0 - 25% $0.01 Franklin Intermediate Municipal SMA 76% - 100% $0 76% - 100% $0 0 0 Franklin Intermediate Fixed Income SMA 76% - 100% $0 76% - 100% $0 0 0 Franklin Templeton All Cap Blend (MDA0) 76% - 100% $0.01 51% - 75% $0.01 76% - 100% $0.01 Franklin Small Cap Growth 0 0 0 0 76% - 100% $0 GW&K Investment Management, LLC GW&K Core Bond 0 0 76% - 100% $0 76% - 100% $0 GW&K Enhanced Core Bond 0 0 76% - 100% $0 76% - 100% $0 GW&K Municipal Bond 0 0 76% - 100% $0 76% - 100% $0 GW&K Short Term Municipal Bond 0 0 76% - 100% $0 76% - 100% $0 GW&K Total Return Bond 0 0 76% - 100% $0 76% - 100% $0 Invesco Advisers, Inc. Invesco Global SMA 0 0 0 - 25% $0 0 0 Invesco Real Estate Securities 0 - 25% $0 0 - 25% $0 0 0 D-5  2022 2023 2024 Manager Name and Style Cost Cost Cost Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away JAG Capital Management, LLC JAG Enhanced Core Fixed Income 0 0 76 – 100% $0 76 – 100% $0 Kayne Anderson Rudnick Inv. Mgmt. Kayne Anderson Mid Cap Core 0 - 25% $0 0 - 25% $0 26% - 50% $0.02 Lazard Asset Management Lazard Emerging Markets Equity Select ADR 0 0 26 - 50% $0.04 26 - 50% $0.04 Lazard European Value 0 - 25% $0.04 26 - 50% $0.04 26 - 50% $0.04 Lazard Global Equity Select ADR 0 - 25% $0.04 0 - 25% $0.04 0 - 25% $0.04 Lazard International Equity Select ADR 26 - 50% $0.04 76% - 100% $0.04 51% - 75% $0.04 0 - 25% $0.04 26 - 50% $0.04 26 - 50% $0.04 Lazard International Equity Select with Emerging Markets Loomis, Sayles & Company, LP Managed Account Medium (10 Year) Municipal Bond 76% - 100% 4.63 bps 76% - 100% 1.58 bps 76% - 100% 0.78 - 1.84 bps Municipal Bonds - National 76% - 100% 4.63 bps 76% - 100% 1.58 bps 76% - 100% 0.78 - 1.84 bps Lord, Abbett & Co., LLC Lord Abbett 1-5 Year Laddered Muni 0 0 76% - 100% $0 76% - 100% $0 Lord Abbett 1-10 Year Laddered Muni 0 0 76% - 100% $0 76% - 100% $0 Lord Abbett 1-15 Year Laddered Muni 0 0 76% - 100% $0 76% - 100% $0 Lord Abbett 1-20 Year Laddered Muni 0 0 76% - 100% $0 76% - 100% $0 Lord Abbett 5-10 Year Laddered Muni 0 0 76% - 100% $0 76% - 100% $0 Lord Abbett Intermediate Municipals 0 0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 Lord Abbett Municipal Fixed Income Madison Investment Advisors, LLC Madison Corporate Bond 76% - 100% $0 0 0 0 0 Madison Government Bond 76% - 100% $0 76% - 100% $0 76% - 100% $0 Madison Taxable Fixed Income - A or Better 76% - 100% $0 76% - 100% $0 76% - 100% $0 Reinhart Active Intermediate Fixed Income 0 0 76% - 100% $0 76% - 100% $0 Reinhart Limited Duration Fixed Income 0 0 76% - 100% $0 76% - 100% $0 Natixis Advisors, L.P. Loomis Intermediate Term Bond Strategy 0 - 25% 0 - 1 bps 0 - 25% 0 - 1 bps 76% - 100% 0 - 1 bps Neuberger Berman Investment Advisers NB Core Fixed Income 76% - 100% $0 76% - 100% $0 0 0 NB Intermediate Maturity Fixed Income 76% - 100% $0 76% - 100% $0 76% - 100% $0 New York Life Investment Management, LLC NYLI MacKay Convertible Securities SMA 76% - 100% $0 76% - 100% $0 76% - 100% $0 D-6  2022 2023 2024 Manager Name and Style Cost Cost Cost Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away Range (%) of Block Trades Traded Away Nuveen Asset Management, LLC Nuveen 1-10 Year Municipal Ladder 76% - 100% $0 76% - 100% $0 76% - 100% $0 Nuveen 1-15 Year Municipal Ladder 76% - 100% $0 76% - 100% $0 76% - 100% $0 Nuveen Limited Maturity Municipal Bond 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 76% - 100% $0 Nuveen Limited Maturity Municipal Bond- State Preferred Nuveen Limited Maturity Municipal Bond- State Specific Nuveen Long Term Municipal Bond 76% - 100% $0 76% - 100% $0 76% - 100% $0 Nuveen Intermediate Term Municipal - National 76% - 100% $0 76% - 100% $0 76% - 100% $0 Nuveen Municipal Bond Ladder 1-7 Year 76% - 100% $0 76% - 100% $0 76% - 100% $0 Nuveen Municipal Bond Ladder 5-15 Year 76% - 100% $0 76% - 100% $0 76% - 100% $0 Nuveen Municipal Total Return 0 0 76% - 100% $0 76% - 100% $0 Nuveen Preferred Securities 0 - 25% $0 76% - 100% $0 0 - 25% $0 Pacific Income Advisers Pacific Income Advisers Limited Duration SMA 51% - 75% $0.01 26% - 50% 0 to 0.2 bps 51% – 75% 0 to 0.2 bps Pacific Income Advisers Market Duration SMA 26% - 50% $0.01 51% – 75% 0 to 0.2 bps 51% – 75% 0 to 0.2 bps Reaves Asset Management Long Term Value (Utility/Energy Infrastructure) 76% - 100% $0 76% - 100% $0 76% - 100% $0 Riverfront Investment Group LLC Riverfront Conservative Income Builder 76% - 100% $0.01 26% - 50% $0 0 0 Riverfront Dynamic Equity Income 0 - 25% $0.01 51% - 75% $0 51% - 75% $0 - $0.01 Riverfront ETF Dynamic Equity Income 0 - 25% $0 26% - 50% $0 26% - 50% $0 Riverfront ETF Global Allocation 0 - 25% $0 26% - 50% $0 26% - 50% $0 Riverfront ETF Global Growth 26% - 50% $0 0 – 25% $0 0 – 25% $0 Riverfront ETF Moderate Growth & Income 0 - 25% $0 0 – 25% $0 0 – 25% $0 Riverfront Global Allocation 26% - 50% $0.01 0 0 0 0 Riverfront Global Growth 26% - 50% $0 0 – 25% $0 0 – 25% $0 - $0.01 Riverfront Moderate Growth & Income 0 - 25% $0 0 – 25% $0 0 – 25% $0 Thornburg Investment Management, Inc. Thornburg Intermediate Muni Wrap 76% - 100% $0 76% - 100% $0 76% - 100% $0 Thornburg Limited Term Muni Wrap 76% - 100% $0 76% - 100% $0 76% - 100% $0 BNY Mellon Advisors, Inc. (“BNYA”) is aware that these Portfolio Managers trade away from Pershing for certain investment styles. Additional Portfolio Managers in the Program may trade away presently or in the future. The information regarding Portfolio Manager trade aways is based upon data that BNYA collects from its affiliate, Pershing, as well as data sourced directly from the Portfolio Managers. Although BNYA attempts to verify the information through each Portfolio Manager, BNYA makes no representations regarding the accuracy of the information D-7  presented. Information regarding Portfolio Managers that trade away is historical information and there is no guarantee that a Portfolio Manager will follow the same practice in the future. As discussed in Item 6.H.5, there may be additional fees associated with a Portfolio Manager’s trades away from Pershing, which fees typically may be anywhere from $.00 to $0.04 per share for equity securities. Trade away fees involving options and ADRs vary and in some cases, BNYA observes higher fees than the range indicated for equity transactions, while some Portfolio Managers may credit back certain costs and fees for ADR transactions, as indicated by amounts in parentheses. Those Portfolio Managers who trade fixed income securities away from Pershing also incur additional fees per bond or on a per transaction basis. These costs are embedded in the net price you receive and not separately disclosed by the executing broker in your confirmation or statement. Please refer to the Portfolio Manager’s Form ADV, Part 2 A, or contact your Consultant for more information about the additional fees that you may incur. In certain circumstances, Portfolio Managers provide cost information in terms of basis points (bps). Portfolio Managers who disclose additional fees or costs in terms of basis points, may charge up to 100 bps per trade, however future charges could be more or less as such decisions are made at the discretion of the Portfolio Manager. Portfolio Managers with “N/A” reflects that a particular investment style was not available during the time period to report frequency or costs. Portfolio Managers with “$0” as their cost have indicated that, while at their discretion to send trades away from Pershing, the cost associated with doing so was zero. Portfolio Managers with zero(s) “0” indicates that a Manager's activity for a given strategy and time period included no executions away from Pershing. Based on BNYA’s review, certain Portfolio Managers despite showing “0” in their frequency, have indicated they have, or will trade away from Pershing for certain investment styles. However, BNYA cannot verify the percentage of their total block trades sent away from Pershing, based on current data collected from the Manager. D-8  EXHIBIT E BNY Mellon Advisors, Inc. Privacy Policy (BEGINS ON NEXT PAGE) E-1  Rev. 06/2023 WHAT DOES BNY MELLON ADVISORS, INC. DO WITH YOUR PERSONAL INFORMATION? FACTS Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: ▪ ▪ ▪ Social Security number Account balances and account transactions Assets and transaction history When you are no longer our customer, we continue to share your information as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons BNY Mellon Advisors, Inc. chooses to share; and whether you can limit this sharing. Does BNY Mellon Advisors, Inc. share? Yes Can you limit this sharing? No Reasons we can share your personal information For our everyday business purposes— such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus No No For our marketing purposes— to offer our products and services to you For joint marketing with other financial companies No No Yes No For our affiliates’ everyday business purposes— information about your transactions and experiences No No For our affiliates’ everyday business purposes— information about your creditworthiness For our affiliates to market to you No No For non-affiliates to market to you No No Questions? Call BNY Mellon Advisors, Inc. at 1-800-200-3033, Option 3 E-2 F-1  Page 2 Who we are Who is providing this notice? BNY Mellon Advisors, Inc. (a subsidiary of The Bank of New York Mellon Corporation) What we do How does BNY Mellon Advisors, Inc. protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We collect your personal information, for example, when you How does BNY Mellon Advisors, Inc. collect my personal information? Provide account information ▪ Open an account ▪ ▪ Make deposits or withdrawals from your account ▪ Use your credit or debit card ▪ Make a wire transfer Why can’t I limit all sharing? We also collect your personal information from third parties, such as credit bureaus, affiliates, or other companies. Federal law gives you the right to limit only ▪ ▪ ▪ Sharing for affiliates’ everyday business purposes— information about your creditworthiness Affiliates from using your information to market to you Sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. Definitions Affiliates Companies related by common ownership or control. They can be financial and non-financial companies. Non-affiliates ▪ Our affiliates include banks and companies whose names include “The Bank of New York,” “BNY,” “Mellon,” or “Pershing,” and other financial companies such as Pershing LLC and Pershing Advisor Solutions, as well as non-financial companies such as Pershing X, Inc. and BNY Mellon Technology Private Limited. Companies not related by common ownership or control. They can be financial and non-financial companies. ▪ Joint marketing ▪ BNY Mellon Advisors, Inc. does NOT share information with non-affiliates so they can market to you. A formal agreement between non-affiliated financial companies that together market financial products or services to you. BNY Mellon Advisors, Inc. does not jointly market. Other important information This notice applies to individual consumers who are customers or former customers. This notice replaces all previous notices of our consumer privacy policy, and may be amended at any time. We will keep you informed of changes or amendments as required by law. For region-specific privacy notices, please visit Pershing’s global privacy notice webpage at https://www.pershing.com/data-privacy E-3 F-1  EXHIBIT F BNY Mellon Advisors, Inc. EMEA Privacy Notice (BEGINS ON NEXT PAGE) F-1 F-1  Rev. 06/2023 EMEA Privacy Notice The following applies to the collection and processing of personal information relating to individuals in the European Union (EU) and United Kingdom (UK). Your personal information will be collected by Pershing LLC, Pershing Advisor Solutions LLC, and BNY Mellon Advisors Inc., (collectively referred to as “Pershing Group”, “we”, “us”, “our”) and will be used for the following purposes: • • processing that is necessary for the performance of a contract into which you have entered; • to comply with a legal obligation that we have, for example where we are required to report to tax authorities; for regulatory reasons that are in the public interest, for example to prevent and detect financial crime. Your personal information will be shared within The Bank of New York Mellon Corporation and its affiliates (collectively, “BNY Mellon”) where such disclosure is necessary to provide you with our services or to manage our business. Your personal information will be shared with external third parties as described below: • third parties who help manage our business and deliver services. These third parties have agreed to confidentiality restrictions and use any personal information we share with them or which they collect on our behalf solely for the purpose of providing the contracted service to us. These include IT service providers who help manage our IT and back office systems; • agencies and organizations working to prevent fraud in financial services; • • regulators and other governmental agencies; to comply with applicable laws, regulations and rules, and requests of law enforcement. Pershing Group may, in the future, sell or otherwise transfer some or all of its assets to a third party. Your personal information, technical information about your device or browser and/or other anonymous information we obtain from you via the websites under the control of BNY Mellon that may be disclosed to any potential or actual third-party purchasers of such assets and/or may be among those assets transferred. Pershing Group will transfer or store your personal information in other countries, including those outside the European Economic Area, under the protection of appropriate safeguards. For more information about the collection, use and sharing of your personal information and your legal rights please contact your financial organization (such as your financial adviser, RIA or Broker) in the first instance, or see The Bank of New York Mellon’s full EMEA Privacy Notice which is available at https://www.bnymellon.com/emea/en/privacy-policy.html If you still have any queries regarding this notice you can also contact us at BNYM.Pershing.Privacy@bnymellon.com We may share in aggregate, statistical form, non-personal information regarding the visitors to our website, traffic patterns, and website usage with our business partners, affiliates or advertisers. This notice applies to the EMEA (Europe, Middle East, Africa) region. For all other regions, please visit Pershing’s global privacy notice webpage at https://www.pershing.com/data-privacy F-2 F-1  EXHIBIT G BNY Mellon Advisors, Inc. ERISA 408(b)(2) Disclosure (BEGINS ON NEXT PAGE) G-1 F-1  BNY Mellon Advisors, Inc. 1800 American Blvd. Suite 300 – Pod D Pennington, NJ 08534 (800) 200-3033, Option 3 Managed360® Program Service Provider Compensation Disclosure Statement and Guide to Services and Compensation This guide and the materials attached to or included by reference in the guide are being provided in accordance with the United States Department of Labor final regulation under Section 408(b)(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”). The following is a guide to important information that you should consider in connection with the services to be provided by BNY Mellon Advisors, Inc. (“BNYA”) to your employee benefit plan that is a “covered plan” under Section 408(b)(2) of ERISA (the “Plan”). As a fiduciary under ERISA (the federal law governing private sector retirement plans) and/or as an investment adviser registered under the Investment Advisers Act of 1940, the regulation requires BNYA to disclose information regarding direct and indirect compensation that BNYA reasonably anticipates receiving in connection with its services and to include disclosure if such services are provided as a fiduciary to the Plan. If you have received this disclosure, and are not the responsible Plan fiduciary, please forward this disclosure to the appropriate person. BNYA, Pershing Advisor Solutions LLC (“PAS”) and Pershing LLC (“Pershing”) may each provide services to the Plan. BNYA, Pershing and PAS are affiliated companies, each of which is indirectly owned by The Bank of New York Mellon Corporation. Disclosure/Location Required Information Description of the services that BNYA provides to the Plan. BNYA provides managed account services to the Plan, as described further in the BNYA Investment Advisory Agreement and Terms and Conditions thereto (the “Client Agreement”) and BNYA’s Form ADV Part 2A, Appendix 1, Managed360 Program Wrap Fee Program Brochure (the “BNYA Brochure”), which documents have been previously provided to you. BNYA serves as the sponsor of the Managed360 Program and provides access to third party managers (each, a “Manager”), which the Plan selects in the Client Agreement. BNYA may also act as Manager if selected by the Plan in the Client Agreement. Please note that the Manager that the Plan selects in its Client Agreement may provide a separate disclosure statement relating to the Manager’s services and compensation. If BNYM serves as a Manager to the Plan, this notice also covers BNYA in its role as Manager. As described further in Item 4 of the BNYA Brochure, BNYA delegates certain functions and responsibilities to its affiliate, the Managed Accounts division of Pershing (“Managed Accounts”), and compensates Managed Accounts for those services. In addition, clearing and custody services described in the Client Agreement and Item 4 of the BNYA Brochure are performed by BNYA’s affiliate, Pershing, pursuant to the Client Agreement. Brokerage services in the Managed360 Program are provided to the Plan by a third party broker-dealer or BNYA’s affiliate, PAS, pursuant to a separate brokerage agreement between such broker-dealer and the Plan. G-2  BNYA is an ERISA fiduciary and investment adviser registered under the Investment Advisers Act of 1940, as amended, with regard to the Plan’s account. The Manager selected by the Plan may also be an ERISA fiduciary and investment adviser with regard to the Plan’s account and may provide a separate disclosure statement relating to the Manager’s services and compensation. More information about the Manager selected by the Plan can be obtained by referring to the Manager’s Form ADV Part 2A. A statement concerning the services that BNYA provides as an ERISA fiduciary and/or registered investment adviser. Compensation BNYA will receive from the Plan. The fees the Plan pays to BNYA and Pershing, including fees payable to BNYA where BNYA serves as Manager for the Plan’s account, are described in the Client Agreement and Item 4 of the BNYA Brochure. BNYA may pay a portion of the fees it receives to Managed Accounts, PAS, Pershing and/or the Managers. The range of the third party Manager fees are described in Item 4 of the BNYA Brochure. BNYA’s affiliate, Pershing, may receive other fees not included in the asset based fee or program fee, described in Item 4 of the BNYA Brochure. More information on these fees paid to Pershing is available from the Plan’s investment advisory representative and will be disclosed in the Plan’s custodial account statement. As described in Item 4 of the BNYA Brochure, there are certain circumstances in which Pershing may receive a fee based on the product selected. For more information regarding the fees paid to the Plan’s broker-dealer, the Plan should refer to its brokerage agreement with such broker-dealer. BNYA does not receive soft dollar research and brokerage services. Where the Manager of the Plan’s account is not BNYA, please refer to the Manager’s Form ADV Part 2A for more information regarding the receipt of soft dollar research and brokerage services. BNYA discloses any sponsorship fees paid or received to or from third parties in Item 9 of the BNYA Brochure. Compensation BNYA will receive from other parties that are not related to BNYA (“indirect” compensation). Indirect compensation that BNYA’s affiliates, Pershing and PAS, may receive is further described in the BNYA Brochure and Exhibit H hereto. The Client Agreement and Item 4 of the BNYM Brochure describe fees charged and/or rebated upon the termination of the Plan’s account. Compensation BNYA will receive if the Plan terminates the Client Agreement. Rev. 03/2025 G-3  EXHIBIT H Compensation Paid to Pershing Advisor Solutions and Pershing by Third Parties Pershing Advisor Solutions LLC (Pershing Advisor Solutions), as well as its affiliate, Pershing LLC (Pershing) earn additional compensation from certain third parties in connection with providing services to your firm. In addition, Pershing Advisor Solutions may earn additional compensation from certain third parties in connection with providing services to your investment advisor. Certain fees may be considered “indirect compensation” for purposes of the section 408(b) (2) regulation 29 C.F.R. § 2550.408b-2(c) (1) (IV) (C). Mutual Fund Fees. Pershing has entered into agreements with certain mutual fund companies that pay Pershing for performing certain services for the mutual fund. Pursuant to these agreements, Pershing receives fees for operational services from mutual funds in the form of networking or omnibus processing fees. The reimbursements are remitted to Pershing for its work on behalf of the funds. This work may include, but is not limited to, subaccounting services, dividend calculation and posting, accounting, reconciliation, client confirmation and statement preparation and mailing and tax statement preparation and mailing. These reimbursements are based either on (a) a flat fee ranging from $0 to $20 per holding or (b) a percentage of assets that can range from 0 to 15 basis points for domestic funds and 0 to 30 basis points for offshore funds. Mutual funds that are available in Pershing’s FundVest® no-transaction fee mutual fund program may pay Pershing servicing fees in exchange for being offered in Pershing’s FundVest program. These payments are based on a percentage of assets and can range from 7 to 40 basis points. Participation by Pershing Advisor Solutions in this program is optional and Pershing Advisor Solutions may share in these fees. For additional details about Pershing’s mutual fund no-transaction-fee program, or a listing of funds that pay Pershing networking or omnibus fees, please refer to www.pershing.com/mutual_fund.htm. The mutual funds listed on this website are listed in order from highest to lowest paying mutual funds based on gross payments made to Pershing. If Pershing Advisor Solutions shares in the fees described above, a portion of these fees may also be shared with certain turnkey asset management providers that provide operational and related services to Pershing Advisor Solutions, for both Employee Retirement Income Security Act (ERISA) and non-ERISA accounts administered within the providers’ programs. Money Fund and FDIC-Insured Bank Product Fees. Pershing has entered into agreements with money market fund companies and FDIC-insured bank deposit products service providers. Pershing receives fees from money fund companies and service providers for making available money market funds and FDIC-insured bank deposit programs. A portion of Pershing’s fees is applied against costs associated with providing services on behalf of the fund companies and service providers, which may include maintaining cash sweep systems, sub-accounting services, dividend and interest calculation and posting, accounting, reconciliation, client statement preparation and mailing, tax statement preparation and mailing, marketing and distribution related support, and other services. These fees are paid in accordance with an asset-based formula that can range from 0 to 100 basis points annually. Pershing Advisor Solutions may share in these fees. For a listing of money funds and FDIC-insured bank products that pay Pershing these fees, please refer to: https://www.pershing.com/_global- assets/pdf/disclosures/per-mutual-fund-money-fund-and-bank-deposit-program-disclosures.pdf. If Pershing Advisor Solutions shares in the fees described above, a portion of these fees may be H-1  shared with certain turnkey asset management providers that provide operational and related services to Pershing Advisor Solutions for both ERISA and non-ERISA accounts administered within the providers’ programs. Annuity Fees. Pershing has entered into arrangements with insurance companies through which Pershing may receive servicing fees from certain insurance companies that participate in Pershing’s annuity program. These one-time fees typically amount to between $10 and $17 per annuity contract. In addition, Pershing receives operational reimbursement fees from certain insurance companies for the services it provides, which may include, but are not limited to, posting, accounting reconciliation and client statement preparation and mailing. These fees typically amount to $6 per year for annuity contracts. For a listing of the insurers that pay Pershing these fees, please refer to www.pershing.com/annuity_fees.htm. Sponsorship Fees. Mutual fund companies, annuity companies, exchange-traded fund (ETF) providers, money market providers and other investment solution providers offer marketing support in the form of sponsorship fee payments to Pershing and Pershing Advisor Solutions (or third parties at Pershing’s direction) in connection with educational conferences, events, seminars and workshops for independent registered investment advisors and advisors in transition. These payments may be for the expenses of educational materials or other event- related expenses. Alternative Investment Network Fees. Pershing may receive servicing fees from managed futures funds, hedge funds and fund-of-funds (collectively “alternative investments”) that participate in Pershing’s Alternative Investment Network no-fee program in lieu of transaction fees and special product fee charges to Pershing Advisor Solutions. These fees are calculated in accordance with an asset-based formula that can range from 10 to 50 basis points annually. Pershing also receives set-up fees from alternative investment providers or broker-dealers in the form of a one-time fee to add an alternative investment to the Alternative Investment Network. The fee is a flat fee ranging from $100 to $300 per fund and is remitted to Pershing for its work to set up the alternative investment on Pershing’s systems. For additional details regarding Pershing’s Alternative Investment Network no-fee program or a listing of entities that pay fees to Pershing, please refer to www.pershing.com/alternative_investment_network_fees.html. Payments for Order Flow. Pershing may receive compensation in connection with routing orders to the marketplace for execution, subject to its obligations to seek best execution. Such compensation may be received from unaffiliated broker-dealers or from securities exchanges. In all cases, Pershing seeks best execution in routing orders. For a description of the compensation earned by Pershing in connection with routing orders, and Pershing’s procedures in routing orders, please refer to Pershing’s disclosure at www.orderroutingdisclosure.com. Float Disclosure. Pershing may obtain a financial benefit attributable to cash balances of ERISA plan accounts that are held by Pershing in connection with cash awaiting investment or cash pending distribution. For a more detailed description of this compensation, refer to https://www.pershing.com/_global-assets/pdf/disclosures/per-float.pdf. H-2 

BNY Mellon Advisors, Inc. 1800 American Blvd. Suite 300 – Pod D Pennington, NJ 08534 Form ADV Part 2A Firm Brochure – Institutional & High Net Worth Client Solutions (as of March 31, 2025) This brochure (“Brochure”) provides information about the qualifications and business practices of BNY Mellon Advisors, Inc. (“BNYA”), formerly known as Lockwood Advisors, Inc. (“Lockwood”) (the “Firm,” “We,” or “Us”). The Firm is registered with the SEC as an investment adviser. If you have any questions about the contents of this Brochure, please contact us at (800) 200-3033, Option 3. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration by an investment adviser with the SEC does not imply any level of skill or training. Additional information about the Firm is also available on the SEC’s website at www.adviserinfo.sec.gov 1  Item 2. Summary of Material Changes Following is a summary of material changes since the last annual update of this Brochure, dated March 29, 2024: • Items 4, 5, 7 and 8 were updated to reflect the offering of discretionary investment management services to retail clients. • Item 4.E was updated to reflect the assets under management and assets under advisement of BNYA as of December 31, 2024. 2  Item 3. Table of Contents Item 1. Cover Page Page 1 2. Summary of Material Changes 2 3. Table of Contents 3 4. Advisory Business 4 5. Fees and Compensation 7 6. Performance-Based Fees and Side-by-Side Management 9 7. Types of Clients 12 8. Methods of Analysis, Investment Strategies and Risk of Loss 13 9. Disciplinary Information 30 10. Other Financial Industry Activities and Affiliations 31 11. Code of Ethics, Participation or Interest in Client Transactions, Personal Trading 37 12. Brokerage Practices 40 13. Review of Accounts 43 14. Client Referrals and Other Compensation 44 15. Custody 45 16. Investment Discretion 46 17. Voting Client Securities 47 18. Financial Information 51 3  Item 4. Advisory Business Background BNY Mellon Advisors, Inc. (“BNYA”), formerly known as Lockwood Advisors, Inc., is a corporation organized in 1995 under the laws of the state of Delaware and opened for business in the summer of 1996. BNYA is registered with the SEC as an investment adviser and is a wholly owned subsidiary of MBC Investments Corporation (“MBCIC”), which in turn is a wholly owned subsidiary of BNY Mellon IHC, LLC (“BNYIHC”). BNYIHC is a wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), a publicly owned company. Between September 30, 2002 and January 1, 2024, BNYA was wholly owned by Pershing Group, LLC; on January 1, 2024, an internal reorganization resulted in a change in the intermediate corporate ownership. Despite this reorganization, the ultimate ownership as well as management and the policies and procedures which govern BNYA’s ownership have not changed. BNYA does not have any offices located outside of the United States. On January 1, 2024, BNYA merged with its affiliate, BNY Mellon Investor Solutions, LLC and became a wholly owned subsidiary of MBCIC. Advisory Business The Firm is an investment adviser registered as such with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940, as amended (“Advisers Act”). We provide customized portfolio management and Outsourced Chief Investment Officer (“OCIO”) Services to institutional clients, both in the U.S. and globally, where permitted on a cross-border basis. Our discretionary portfolio management and non-discretionary advisory services include the following capabilities: portfolio design (asset allocation and portfolio construction); manager research and selection (investment due diligence and operational due diligence); investment analytics (performance and risk reporting, portfolio stress testing, and scenario analysis); economic and capital market research; and discretionary portfolio management. Our advisory services are also available on a standalone basis. We provide advice with respect to a wide variety of asset classes by investing directly in securities or by allocating assets to underlying investment managers (“Managers”). These asset classes include investments in private equity, hedge funds, and liquid alternatives. Specifically, the Firm’s private markets investments include venture capital, growth equity, buyouts, real estate, and private credit. Liquid alternative investments may include long/short strategies, absolute return, opportunistic credit, distressed debt, global macro, and systematic managed futures. Managers may invest in securities and other instruments, including derivative instruments through the use of separately managed accounts or participation in underlying pooled investment vehicles (“Underlying Funds”) including, but not limited to, collective investment trusts, mutual funds, exchange-traded funds (“ETFs”) and private funds. We make (or recommend) allocations for each asset class and strategy, according to designated investment objectives, outcomes, styles and strategies. We primarily employ a “multi-asset” approach which utilizes non-affiliated and affiliated investment managers. The selection of investment strategies and vehicles is based on a combination of potential returns related to both the strategy as well as the asset class that the strategy is benchmarked to, risk levels, fees, as well as general fit with the objectives of both the 4  client and the overall strategy. These services are provided only on a discretionary basis to retail clients. Refer to Item 8 for a discussion of the Manager selection process. Investment Guidelines The Firm offers investment advisory services tailored to meet clients’ investment goals. With respect to separate accounts, we work with clients to create investment guidelines mutually acceptable to the client, the Manager(s) and the Firm. When creating investment guidelines, clients may impose investment restrictions in certain individual securities or types of securities. Where suitable and appropriate and if otherwise consistent with a client’s investment objectives, we invest client assets in collective investment funds for which The Bank of New York Mellon, an affiliated New York State chartered bank (the “Bank”), serves as trustee and account custodian. The collective investment funds are further described in the Schedule A of the applicable bank collective investment fund plan documents. We also manage similar portfolios as separate accounts investing clients’ assets in UCITS funds or mutual funds. We also provide investment management to our affiliates’ seed capital programs. We are responsible for the hedging component of the seed capital program, which is managed using derivatives instruments. Model Delivery In certain circumstances, we act as a nondiscretionary adviser or sub-adviser in programs (“Model Delivery Programs”) in which our services are limited to the creation and maintenance of a model portfolio for an investment adviser or sponsor providing investment advisory and asset allocation services to its clients in a wrap fee program. In such cases, it is expected that the recommendations of our model portfolio will be implemented, subject only to differences resulting from individual investment guidelines or cash or other needs of the particular Model Delivery Program client. With respect to these accounts, we generally do not know the identity of the underlying clients, do not act as a fiduciary to such clients, do not have access to the underlying clients’ account information, do not trade for underlying clients participating in the account and do not perform brokerage, custody, suitability reviews or any other administrative functions. Additionally, for Model Delivery Programs, we are not responsible for voting proxies that relate to assets held in any underlying client’s account or the account’s compliance with applicable laws and regulations. In certain circumstances, we may also provide Model Delivery Program services to advisers or sub-advisers for clients other than wrap fee accounts. Our relationships with sponsors may create certain conflicts of interest for the sponsors and for us. We provide investment advisory services to certain affiliated sponsors, including BNY Mellon Securities Corporation (“BNYSC”). If the sponsor is affiliated with us, the sponsor may have an incentive to give us access to the account and to steer clients toward us, based on the affiliation rather than based on our expertise, performance or a client’s needs. Dual Officers Certain of our personnel act as officers of one or more of our affiliates (“dual officers”), including the Bank, and BNY Mellon, N.A. for the purpose of performing investment management and related functions. In their capacities as dual officers, these personnel provide 5  discretionary investment advisory services to certain clients and collective investment funds of the Bank and we receive a fee for these services. When the Firm’s personnel act as dual officers of the Bank or BNY Mellon, N.A. in performing investment management and related functions, the Firm receives compensation. In certain instances, we may enter into revenue sharing arrangements with affiliates where we may receive a portion of the fee or bill the entire fee to the client and reimburse the affiliate for amounts in excess of our revenue share. When we share personnel with our affiliates pursuant to these arrangements, such personnel will be subject to the Firm’s compliance policies and procedures when acting on behalf of the Firm, and subject to the policies and procedures of the affiliate when acting on behalf of that affiliate. Pursuant to investment management agreements between the Firm and certain of our affiliates, we may provide investment advisory services to certain of our affiliates in the form of separately managed accounts. Please see Item 10 for more information regarding our affiliates. As of December 31, 2024, the Firm had total assets under management or advisement of $176,861,478,756. This figure is comprised of: $23,672,523,548 managed on a discretionary basis; $147,532,682,680 managed on a non-discretionary basis, advisory services provided to BNY Mellon, N.A., and accounts for which we provide a model of securities but do not arrange or effect the purchase or sale of the securities, as further described in Item 12 of this Brochure; and $5,656,272,528 managed by certain of our employees in their capacity as dual officers of the Bank. The assets under management figures referenced above differ from the regulatory assets under management required to be reported in Form ADV Part 1A. 6  Item 5. Fees and Compensation We provide investment management and investment advisory services for a fee. This fee is typically charged as a percentage of your assets under our management. Although this fee is typically expressed as an annual percentage, it is calculated based on the market value of the account at month end, quarter end or based on an average and generally invoiced on a monthly or quarterly basis in arrears. In some cases, the Firm may hire Sub-Advisers and pay such Sub- Advisers management fees from our management fees or our fees may be net of underlying fees/expenses of the Sub-Advisers and/or Underlying Funds to which we allocate, depending on the circumstances of a client’s agreement. Where the Firm develops customized manager-of- managers programs tailored to meet clients’ investment goals, fees are negotiated on a case-by- case basis. Unless otherwise directed by the client, the Firm calculates the gross period management fees based upon a 30-day month and a 360-day year. Market values are sourced from the accounting systems of affiliated service providers unless specifically directed otherwise by the client. We have entered into performance-based fee arrangements with certain clients in accordance with Section 205-3 of the Advisers Act. These arrangements are negotiated with each client but typically provide for an annual asset-based management fee based on the market value of the account as of a specified date, typically semi-annually or quarterly, and invoiced on a semi- annual or quarterly basis in arrears, plus a performance fee based on the portfolio’s return above a benchmark for the relevant billing period. All fees paid to the Firm are separate from any fees and expenses that are charged by pooled funds to shareholders of fund shares (for accounts that hold shares of pooled funds). A complete explanation of expenses charged by the pooled fund is contained in each fund's disclosure documents (such as prospectus for mutual funds or Schedule A for collective funds). Our institutional client investment management and advisory fees range from 3 to 50 bps depending on the investment objectives selected by the client and the dollar amount of the investment. The management fee schedule for discretionary investment management services to retail clients is 0.50% on the first $50 million, 0.40% on the next $50 million and 0.30% thereafter per annum. Depending on the circumstances of a client’s agreement, clients may also incur investment management fees from the various Managers selected within a particular manager-of-managers program. In all cases, Manager investment management fees are negotiated by the Firm with the individual Managers. We may charge a one-time onboarding fee to clients where significant manual setup is required in connection with the client’s portfolio. Such fees will be negotiated with the client and will only be charged pursuant to the client’s written agreement. Some of our Model Delivery Programs may include affiliated mutual funds and/or ETFs included within the models. As a result, our affiliates receive fees from such affiliated products in addition to any applicable Model Delivery Program fee paid by the client directly to us. 7  For separate accounts, in addition to paying investment management fees to the Firm and the Managers, clients may also incur other investment expenses such as mark-ups, mark-downs, commissions, interest on margin accounts and other indebtedness; odd-lot differentials, transfer taxes, wire transfers, electronic fund fees, borrowing charges on securities sold short; custodial fees; bank service fees; client-related insurance costs; and any other expenses related to the purchase, sale or transmittal of the client’s assets. Investors may indirectly bear these fees and expenses and, as a result, will bear higher expenses than if they invested directly in the underlying securities. Please review your investment advisory agreement for further information on how we charge and collect fees. Please see Item 12 of this Brochure for more information on our brokerage practices. Terminations Agreements relating to the provision of services provided by the Firm generally are terminable at any time by either the client or us subject to a mutually acceptable period of notice, which is usually 60 days. For a withdrawal or termination, the Firm considers the actual date of withdrawal of funds to be a fee-earning day. The Firm does not consider the date of receipt of funds to be a fee-earning day except in the case of an initial funding on a new account. Market values are sourced from the accounting systems of affiliated service providers unless specifically directed otherwise by the client. Investments in pooled funds that we manage are also subject to minimum investment and/or redemption requirements. Please refer to your investment management agreement, the collective investment fund’s Schedule A or mutual fund prospectus, as applicable, for more information. Sales Commissions The Firm does not charge or receive compensation in connection with the sale of securities/private funds/mutual funds/or other investment products. However, certain employees of our affiliates accept compensation (also referred to as “commissions”) for the sale of securities/private funds/mutual funds/or other investment products. Accepting commissions gives rise to a conflict of interest in that it may give employees of our affiliates an incentive to recommend investment products based on the compensation they will receive, rather than solely on a client’s needs. Please refer to Item 6, below, for a discussion of these conflicts of interest. 8  Item 6. Performance Fees and Side-by-Side Management Our performance-based fee arrangements and our side-by-side management activities entail inherent conflicts that are described in this Item 6. We have entered into performance-based fee arrangements with certain institutional clients. Most of these arrangements provide for an asset-based management fee, based on the market value of the account at a specified date, typically semi-annually or quarter-end, plus a performance fee based on the portfolio’s net return in excess of a specified benchmark during a designated period of time. The performance fee is typically based on both realized and unrealized gains and losses. For more detailed information on how performance fees are calculated, please refer to your investment management agreement. “Side-by-side management” refers to our simultaneous management of multiple types of client accounts/investment products. For example, the Firm’s personnel manage separate accounts and pooled investment vehicles for clients at the same time. Our clients have a variety of investment objectives, policies, strategies, limitations and restrictions. Additionally, our affiliate Managers or Underlying Fund Managers may likewise manage a variety of separate accounts and pooled investment vehicles. Side-by-side management gives rise to a variety of potential and actual conflicts of interest for us, our personnel and our supervised persons. Below we discuss the conflicts that we and our personnel and supervised persons face when engaging in side-by-side management and how we deal with them. In order to address these conflicts of interest, we manage our accounts consistent with applicable law, and we follow procedures that are reasonably designed to treat our clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged. For example, we have trade allocation procedures, which are designed and implemented to ensure that all clients are treated fairly and equitably, and to prevent these conflicts from influencing the allocation of investment opportunities among clients. Please see Item 12 for an explanation of our trade allocation procedures. Conflicts of Interest Relating to Performance Based Fees When Engaging in Side-by-Side Management We manage accounts that are charged an asset-based management fee with a performance- based fee payable at the client’s discretion and other accounts that are charged a fee based on assets under management. This presents a conflict of interest because we have a financial incentive to favor accounts with performance-based fees since we (and our supervised persons) have an opportunity to earn greater fees on such accounts as compared to client accounts without performance-based fees. Thus, we have an incentive to direct our best investment ideas to client accounts that pay performance-based fees, and to allocate, aggregate or sequence trades in favor of such accounts. Please see Item 12 for an explanation of our trade allocation procedures. 9  Conflicts of Interest Relating to the Management of Multiple Client Accounts We and our affiliates perform investment advisory services for various clients. In many instances, we give advice and take action in the performance of our duties with respect to certain of our clients which differs from the advice given, or the timing or nature of action taken, with respect to other clients. We have no obligation to purchase or sell for a client any security or other property which we purchase or sell for our own account or for the account of any other client if it is undesirable or impracticable to take such action. Conflicts of Interest Relating to Investment in Affiliated Products To the extent permissible under applicable law, we from time to time invest some or all of the temporary investments of client accounts in mutual funds (including) money market funds advised or managed by our affiliates. In addition, we invest client accounts in other affiliated pooled vehicles and products. We have an incentive to allocate investments to affiliated products in order to generate additional fees for us or our affiliates. We also may give advice or take actions which differ by client such as the methodology associated with fee calculations and the crediting or waiving, if any, of fees payable to an affiliate when an account is invested in a product advised by an affiliate. For the avoidance of doubt, and based upon prior written client consent, BNYA either (i) waives its management or advisory fee, as applicable, in which case clients pay any BNYA affiliated product fees or, alternatively, (ii) includes client investment in BNYA affiliated products for purposes of calculating clients’ assets under management, in which case clients also pay any applicable BNYA affiliated product fees to BNYA affiliates. Any differences in fee methodology are based on factors such as client type, size of account, the affiliated product used, or other distinguishing factors. Other Conflicts of Interest As noted previously, we and our affiliates manage numerous accounts with a variety of investment strategies and underlying Managers. This necessarily creates potential conflicts of interest for us and our clients. For example, we or an affiliate may cause multiple accounts to invest, directly or indirectly, in the same investment. Such accounts could have conflicting interests and objectives in connection with such investment, including differing views on the operations or activities of the portfolio company, the targeted returns for the transaction and the timeframe for and method of exiting the investment. Conflicts also arise in cases where multiple BNYA and/or affiliate client accounts are invested in different parts of an issuer’s capital structure. For example, one of our client accounts could acquire an equity investment of a company while an affiliate’s client account acquires a debt obligation of the same company. In negotiating the terms and conditions of any such investments, we could conclude that the interests of the debt-holding client accounts and the equity holding client accounts conflict. If that issuer encounters financial problems, decisions over the terms of any workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, debt holding accounts may be better served by a liquidation of an issuer in which it could be paid in full, whereas equity holding accounts might prefer a reorganization of the issuer that would have the potential to retain value for the equity holders. As another example, holders of an issuer’s senior securities could potentially direct cash flows away from 10  junior security holders, and both the junior and senior security holders could be BNYA client accounts. 11  Item 7. Types of Clients Type of Clients We currently provide advisory services to high net worth retail clients and institutional clients, including without limitation, other investment advisors, corporate pension and profit-sharing plans, Taft-Hartley plans, trusts, charitable and other not-for-profit organizations, foundations and endowments, family office clients, other U.S. and international institutions and investment management services to the seed capital hedging program. Separate Account Requirements We require separate account clients to execute a written investment management agreement with us, granting us authority to manage their assets. Separate accounts are subject to minimum account sizes depending on the investment objectives of a particular strategy; however, we reserve the right to waive such minimum account size requirements or other terms in our discretion. See Item 5 (Fees and Compensation) for more information. 12  Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss Method(s) of Analysis Philosophy and Process The Firm believes that capital markets exhibit features of system dynamics. Additionally, capital markets exhibit complexity in that underlying agents are not always independent. Finally, the adaptive nature of capital markets drives a continuously evolving and dynamic environment which require methods of analysis that are equally dynamic, evolutionary, and probabilistic in nature. The Firm’s investment process is “quantamental” in nature, which is a combination of both fundamental and quantitative components and is reflective of its investment beliefs. The combination of these two components in the investment process allows for both evolution of the process to adapt to changing markets as well as objectivity for disciplined evaluation through time. Client Objectives, Needs, and Preferences The investment process begins with an assessment of needs and objectives of the potential mandate. Generally, investment needs translate into investment objectives across a spectrum of asset growth, income generation, or preservation of capital or some combination of two or more of such investment objectives. Beyond identification of investment objectives, identification of unique preferences, constraints, and/or parameters must also be taken into consideration in developing an investment mandate that addresses the specific investment needs. The Firm may consider specific cash flow needs and/or projections in support of this exercise in relation to future needs. Strategic Asset Allocation (“SAA”) and Policy Portfolio Generation Once the unique needs and objectives of the potential mandate are understood, those parameters are used as the basis for developing a strategic asset allocation which aligns with the stated investment objectives. The strategic asset allocation process considers the role and behavior that various asset classes play in a portfolio over a longer term time horizon and/or economic cycle of approximately 10 years. The basis for SAA development begins with Capital Market Assumptions (“CMAs”) of asset classes. The CMA’s provide expected levels of return, volatility, and correlation for asset classes on a 10-year time horizon and act as an initial input into the SAA generation process. The process which generates strategic asset allocations using the CMA’s is referred to as portfolio search. In this process, a robust portfolio is identified using a randomized search process. A key component of a search process which produces a “robust” portfolio is acknowledging the forecast error inherent in long term asset class forecasts as well as the distribution of possible outcomes across asset class returns, volatility, and correlations. By leveraging a stochastic approach and stress testing key inputs, the portfolio search process identifies robust portfolios as opposed to optimal portfolios. The key difference 13  between “robust” and “optimal” being that optimality tends to treat key input assumptions as infallible. In connection with our philosophy that markets constantly evolve, addressing the distribution of outcomes for key assumptions leads to a portfolio that is less sensitive to small changes to assumptions, or a “robust” portfolio. The portfolio search process also integrates objectives by connecting portfolio results with their respective objectives in relation to a population of candidate portfolios. For example, seeking total return in seeking growth as an objective as opposed to seeking to mitigate portfolio drawdown in seeking to preserve capital as an objective. Portfolio Implementation Once an SAA is identified that aligns with the intended investment objectives and unique preferences of the mandate there is a need to implement the SAA, or policy portfolio, by considering several factors in relation to the aggregate portfolio as well as each individual asset class. o Active Implementation / Passive Implementation ▪ Consideration for asset class efficiency as measured by the dispersion of returns by Managers in relation to a representative asset class index over various time horizons is a key consideration in deciding to deploy a passive, or index based, strategy in place of an actively managed strategy. In addition to the dispersion of returns within the asset class, consideration for the excess returns beyond an index in comparison to representative active fees are also a consideration in this decision framework. o Manager / Strategy Due Diligence and Selection ▪ Investment Due Diligence and Operational Due Diligence are performed by the Firm on a universe of potential Managers and strategies for consideration. From that universe of potential strategies, those Managers which the Firm feels have excelled in many facets of analysis are identified as candidates for implementation into an investment mandate. The factors that are considered in the due diligence process include, but are not limited to, strength and stability of the investment team, quality of investment process, performance track record, operational resources and strength and stability of the Manager. o Manager / Strategy Diversification ▪ Once Managers or strategies are identified, additional consideration is given to how best to diversify Manager risk. Some of the facets of consideration include, but are not limited to, any style bias or factor exposure that Managers exhibit (e.g., growth, value, smaller cap preference, preference for earnings or price momentum as a strategy), percentage of total portfolio with a single Manager, percentage of the strategy the allocation represents, strategy liquidity, or percentage of the firm that the allocation represents. Additionally, consideration is given to how the strategy relates to the portfolio’s overall investment objective. 14  o Manager / Strategy Termination ▪ The Firm maintains material event and watch procedures. The criteria for Manager/strategy watch includes the following: changes in firm ownership, personnel changes, business viability issues, investment process changes, investment style drift, and operational, compliance, regulatory and legal issues. Termination/sell decisions can also be based on these factors. Active Asset Allocation Upon determining an SAA and a path of portfolio implementation, active asset allocation decision may be made over time in relation to the SAA. Active asset allocation decisions reflect overweight or underweight decisions that are implemented within portfolios in order to generate excess returns beyond those returns of keeping the SAA weights static through time. Active asset allocation decisions are made in relation to a portfolio by first determining the asset allocation ranges for each asset class, sub-asset class, sector, country, or factor depending on the investment objective and mandate. The active asset allocation ranges are determined through consideration of a risk budget for the portfolio in relation to the portfolio’s unique investment objective. Considerations in determining a portfolio risk budget include, but are not limited to, an asset class’s volatility and/or correlation with other portfolio holdings, any unique portfolio preferences or parameters (e.g., maximum drawdown or targeted volatility), near term and long- term behavior of asset classes. In making decisions as to overweighting or underweighting asset classes in a portfolio, the Firm employs a disciplined portfolio management process which draws upon many factors in evaluating the near to medium term outlook for asset classes in relation to their own history as well as in relation to other asset classes in the portfolio. These factors include, but are not limited to, global monetary policy and policy expectations, economic growth, inflation, asset class valuations, asset class sentiment, price momentum, geopolitical concerns, and overall global macroeconomic environment. Generally, active asset allocation decisions are made on a monthly basis but may be made more frequently depending on market conditions and other unique circumstances. Portfolio Monitoring / Risk Management Once an investment mandate or portfolio has been implemented, it is constantly and consistently monitored to ensure that it is staying within any stated guidelines, is adhering to its intended investment objectives, and is not drifting away from its intended goals. Various systems and platforms are utilized in this regard which evaluate the portfolio for market movements, asset class concentrations, ex-post and ex-ante risk analysis, unintended sector or country concentrations, or strategy underperformance. Part of an effective portfolio management and risk management program includes rebalancing which may be done on a calendar basis or based on intended drift from stated targets. In addition to the portfolio management process, the Firm employs an independent investment risk professional who monitors portfolio for any unintended risk exposures or guideline breaches. 15  General Risks The risks set forth below represent a general summary of the material risks involved in the investment strategies we offer. Investing in securities involves risk of loss that you should be prepared to bear. For additional information specific to an underlying investment strategy, please review the applicable Manager’s Form ADV and/or the applicable Fund’s offering materials. Risk of Loss. Each investment strategy we offer invests in a variety of securities and employs a number of investment techniques that involve certain risks. Investment involves risk of loss that clients and investors should be prepared to bear. We do not guarantee or represent that our investment program will be successful. Our past results are not necessarily indicative of our future performance and our investment results may vary over time. We cannot assure you that our investments of your money will be profitable, and in fact, you could incur substantial losses. Your investments with us are not a bank deposit and are not insured or guaranteed by the FDIC or any other government agency. Lack of Operating History. Certain of the underlying Managers or Underlying Funds may be newly formed and have little or no operating history upon which investors can evaluate the anticipated performance of such investments. Any past investment performance of Managers or Underlying Funds with which the Firm expects to place its assets cannot be relied upon as an indication of the future results of an investment with the Firm. The Firm’s investment program should be evaluated on the basis that there can be no assurance that the Firm’s assessments of Managers or Underlying Funds, and in turn their assessments of the short-term or long- term prospects of investments, will prove accurate or that the Firm will achieve its investment objective. Investment Related Risks The Firm allocates capital to Managers that invest in, and actively trade, securities and other financial instruments using a variety of strategies and investment techniques with significant risk characteristics. No guarantee or representation is made that the Firm’s pooled investment vehicles or separate accounts’ investment programs will be successful. Prospective investors and clients should consider the following additional factors in determining whether an investment with the Firm is a suitable investment: Allocation risk. The asset classes in which a particular strategy seeks investment exposure can perform differently from each other at any given time (as well as over the long term), so strategies will be affected by their allocation among the various asset classes. If a strategy favors exposure to an asset class during a period when that class underperforms, performance may be hurt. Alternative Investments Risk. Investments in private funds expose clients to certain risks including, but not limited to, (i) long-term investment; (ii) illiquidity of investment; (iii) limited transferability of interests; (iv) the underlying investments in certain private funds may consist of securities or other financial interests that are thinly traded or for which no market exists; (v) 16  certain private funds have limited operating histories and there can be no assurance that the private funds’ investments will achieve results similar to those achieved by previous investments (including performance of predecessor private funds); (vi) private funds are under no obligation to diversify their investments except as set forth in each private fund’s offering documents; (vii) investing in a single issuer; and (viii) portfolio allocations may depart significantly from target asset allocations. Liquidity risk. When there is little or no active trading market for specific types of securities in which Managers or Underlying Funds may invest, it can become more difficult to sell such securities at or near their perceived value. In such a market, the value of such securities and the value of your investment may fall dramatically, even during periods of declining interest rates. Liquidity risk also exists when a particular derivative instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. Market Risk. The market value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, outbreaks of an infectious disease, or adverse investor sentiment generally. A security’s market value also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Valuations. Certain securities in which Managers or Underlying Funds invest may not have a readily ascertainable market price. Such securities are nevertheless generally valued by the Managers, their appointed administrators, or third-party pricing agents. Valuation is ordinarily conclusive with respect to a separate account or pooled investment vehicle, even though Managers generally faces a conflict of interest in valuing such securities because the value of the securities will affect their compensation. Risks of Securities Activities All securities investing and trading activities risk the loss of capital. There can be no assurance that the Firm’s pooled investment vehicles or separate accounts’ investment activities will be successful or that investors will not suffer losses. The following discussion sets forth some of the more significant risks associated with the Managers’ and the Firm’s pooled investment vehicles or separate accounts’ style of investing: Equity Securities. The value of equity securities may fluctuate in response to specific situations for each company, industry market conditions and general economic environments. 17  Managers or Underlying Funds may acquire long and short positions in listed and unlisted common equities, preferred equities and convertible securities of issuers domiciled in developed or in emerging countries. (See “Investments in Emerging Markets” below). Managers or Underlying Funds may invest in equity securities regardless of market capitalization, including micro and small cap companies. The securities of smaller companies may involve more risk and their prices may be subject to more volatility. Managers or Underlying Funds may also invest in distressed equity securities, which are generally considered to be riskier, more speculative and less liquid than other equity securities. Issuer Risk. The value of a security may decline for a number of reasons, which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services. Smaller Company Risk. To the extent that a Manager or Underlying Fund invests in small and midsize companies, a separate account or pooled investment vehicle is subject to additional risks because the earnings and revenues of these companies tend to be less predictable (and some companies may experience significant losses), and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the fund’s ability to sell these securities. Value Stock Risk. Value stocks involve the risk that they may never reach their expected market value, either because the market fails to recognize the stock’s intrinsic worth or the expected value was misgauged. They also may decline in price even though in theory they are already undervalued. Market Sector Risk. Managers or Underlying Funds may significantly overweight or underweight certain companies, industries or market sectors, which may cause a pooled investment vehicle’s or separate account’s performance to be more or less sensitive to developments affecting those companies, industries or sectors. Foreign currency risk. Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency exchange rates may fluctuate significantly over short periods of time. A decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of securities held by the strategy and denominated in those currencies. Foreign currencies are also subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government controls. Foreign Investment Risk. Special risks associated with investments in foreign companies include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political instability and differing auditing and legal standards. The securities of issuers located in emerging markets 18  can be more volatile and less liquid than those of issuers in more mature economies. The imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and other governments, or problems in share registration, settlement or custody, may also result in losses. Investments in Emerging Markets. Certain Managers or Underlying Funds may invest in securities of companies operating in emerging markets and in emerging markets' currencies. Investing in the securities of such companies and countries involves certain considerations not usually associated with investing in developed countries, including political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on dividends, interest, capital gain or other income; the small size of the securities markets in some such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict a Manager’s or Underlying Fund’s investment opportunities. In addition, accounting and financial reporting standards that prevail in many such countries may not provide adequate information to investors. There is also less regulation, generally, of securities markets in emerging countries than there is in developed countries. The imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and other governments, or problems in share registration, settlement or custody, may also result in losses. Fixed-Income Securities. Certain Managers or Underlying Funds may invest in fixed income securities. The value of fixed-income securities in which Managers or Underlying Funds invest will change in response to fluctuations in interest rates. In addition, the value of certain fixed- income securities can fluctuate in response to perceptions of credit worthiness, political stability or soundness of economic policies. Valuations of other fixed-income instruments, such as mortgage-backed securities, may fluctuate in response to changes in the economic environment that may affect future cash flows. Except to the extent that values are independently affected by currency exchange rate fluctuations, when interest rates decline, the value of fixed-rate, fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the value of the same fixed-income securities generally can be expected to decline. Managers or Underlying Funds may invest in U.S. and non-U.S. issuers of fixed-income securities. The Managers or Underlying Funds may invest in both investment grade and non-investment grade debt securities, including “high-yield” or “junk bonds” and “distressed securities.” ERISA Plan Assets Status of a Firm’s Separate Account. We anticipate that the assets of a separate account (and therefore the Managers’ Accounts) may, from time to time, be treated as “plan assets” within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974 (“ERISA”) of those investors that are subject to the provisions of Title I of ERISA and/or the prohibited transaction provisions of Section 4975 of the U.S. Internal Revenue Code of 1986, as amended. In such event, the Firm and each Sub-Adviser would be treated as a fiduciary with respect to each such investor that is a Benefit Plan Investor. In addition, in the event assets of a separate account (and therefore the Managers’ Accounts) are treated as “plan 19  assets” for the purpose of ERISA, ERISA may impose certain limitations on the operation of the separate account and such Manager Accounts. Accordingly, ERISA could materially limit the activities of a separate account and the Manager Accounts, as applicable. As a result, investors should expect that a separate account and the Manager Accounts, as applicable, will not be able to take advantage of certain investment opportunities, will have a different portfolio and could have a lower rate of return than if not subject to ERISA. Exchange-Traded Funds Risk. ETFs in which the Firm, Managers, or Underlying Funds may invest involve certain inherent risks generally associated with investments in a portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF. Moreover, an ETF may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held. Investing in ETFs, which are SEC-registered investment companies, may involve duplication of advisory fees and certain other expenses. Risks of Certain Investments Absolute Return Strategies. Absolute return strategies use a variety of investment strategies, including long and short positions, in an effort to produce absolute (positive) returns regardless of general market conditions. Absolute return strategies may be invested in a variety of traditional and alternative asset classes. Absolute return strategies generally do not attempt to keep the portfolio structure or the fund’s performance consistent with any designated stock, bond or market index, and during times of market rallies, absolute strategy funds may not perform as well as other funds that seek to outperform an index return. Because a significant portion of an absolute strategy fund’s assets may be invested in a particular geographic region or country, the value of the fund’s assets may fluctuate more than a fund with less exposure to such areas. Alternative Investments, Derivatives, and the Use of Leverage. Alternative investments and derivatives are often more volatile than other investments and may magnify the vehicle’s gains and losses. A derivative is a security or contract (futures, options etc.) the value of which fluctuates with the value of another security (i.e., its value is “derived” from the value of another). An example would be a call option on a stock. The value of the option depends, in part, on the price of the stock. An investment vehicle that uses derivatives could be negatively affected if the change in market value of its securities fails to correspond as expected to the underlying securities. You should have a long-term investment horizon if you are considering these types of investments. Alternative investment products are not for everyone and entail risks that are different from more traditional investments. Alternative investment strategies are intended for sophisticated investors and involve a high degree of risk, including, among other things, the risks inherent in investing in securities and derivatives, using leverage, and engaging in short sales. An investment in an alternative investment product or strategy is speculative and should not constitute a complete investment program. Diversification and strategic asset allocation do not 20  assure a profit or protect against loss in declining markets. The use of derivative instruments may involve leverage. Leverage is the risk associated with securities or practices that multiply small index, market or asset price movements into larger changes in value. Leverage may cause the Underlying Fund to be more volatile than if it had not been leveraged, as certain types of leverage may exaggerate the effect of any increase or decrease in the value of the fund’s portfolio securities. The loss on leveraged transactions may substantially exceed the initial investment. Managers or Underlying Funds may use derivatives that are often more volatile than other investments and may magnify the strategy or fund’s gains or losses. An investment that uses derivatives could be negatively affected if the change in the market value of its securities fails to correlate adequately with the values of the derivatives it purchased or sold. Bank Loans. Underlying Funds may include mutual funds and/or ETFs that invest in floating rate loans (a.k.a. bank loans), which are subject to risks similar to those of below investment grade securities. The value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. In addition, the sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restriction on sales and purchases of bank loans. Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the mutual fund or ETF to replace a particular loan with a lower- yielding security. There may be less public information available with respect to loans than for rated, registered or exchange listed securities. The mutual fund or ETF may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender. Closed-End Funds. Portfolios that invest in closed-end funds are subject to general market risk and, depending on the investment policy of a particular fund and the types of securities in which a fund invests, may also be subject to issuer, credit, interest rate, prepayment, inflation, liquidity, political, currency, and leverage risk. Shares of closed-end funds trade in the stock market based on investor demand; therefore, shares may trade at a price higher or lower than the market value of a fund's total net assets. For a complete discussion of the risks for a particular closed-end fund, investors should refer to the fund’s prospectus. Commodities. Commodities are assets that have tangible properties, such as oil, metals and agricultural products. Managers or Underlying Funds that invest in commodities and commodity-linked securities may be affected by overall market movements, changes in interest rates and other factors, such as weather, disease, embargoes, and international economic and political developments, as well as the trading activity of speculators and arbitrageurs in the underlying commodities. Managers or Underlying Funds that invest in commodities or commodity-linked securities may not be suitable for all investors. The potential for a 21  commodity-linked security to use derivative instruments, such as futures, options and swap agreements, to achieve its investment objective may create additional risks that would not be present in the underlying securities themselves, thus raising the potential for greater investment loss. Convertible Arbitrage Strategies. Managers or Underlying Funds that employ convertible arbitrage strategies seek to generate income by purchasing convertible securities and then selling short the securities’ underlying stock. Investing in convertible securities involves risks, including the risk that the company issuing the debt security will be unable to repay principal and interest (default risk) and the risk that the debt security will decline in value if interest rates rise (interest rate risk). Convertible securities are subject to price fluctuations and may gain or lose value if sold prior to maturity. A majority of convertible securities trade on the over-the- counter market, which may make them more illiquid than other investments. Short selling involves significant risk, as an increase in the value of borrowed securities between the date of the short sale and date the borrowed security is replaced may expose an account or fund to unlimited loss. Covered Calls. Managers or Underlying Funds that engage in the selling (or writing) of covered calls may involve a high degree of risk and may not be suitable for all investors. For a call option that is sold (written), if that option is exercised, the upside potential is limited to the premium received plus the difference between its stock price and the stock purchase price. If the option is not exercised and expires out-of-the-money and with no value, the upside potential is any gain in share value plus the premium received. On the downside, limited protection is provided by the premium received from the call’s sale. The loss potential may be substantial and is limited only by the stock declining to zero. Investors should read and understand the risks associated with options prior to engaging in any covered call strategy. Currency Carry Strategies. Managers or Underlying Funds that employ currency carry strategies seek to benefit from changes in the relative valuations of one currency to another currency, primarily through the buying and selling of over-the-counter (OTC) derivatives, such as currency spot, forward and non-deliverable forward contracts. This strategy may involve significant risk, as there is no exchange on which to trade over-the-counter derivatives and no standardization of contracts, which may make it difficult or impossible to value or liquidate an open position. The relationship between different currencies may be highly volatile, and transactions involving foreign currencies may entail risks not common to investments denominated entirely in a person’s domestic currency. Such risks include the risks of political or economic policy changes in the foreign nation; the stability of foreign governments, banking systems and economies; the performance of global stock markets; interest rate levels; inflation; and any other conditions that may substantially and permanently alter the conditions, terms, marketability or price of a foreign currency. The market for some currencies may, at times, experience low trading volume and become illiquid, thus subjecting an account or fund to added risk, including the potential for substantial loss. Equity Options. Managers or Underlying Funds may employ the use of equity options. Positions in equity options can reduce equity market risk, but can limit the opportunity to profit from an increase in the market value of stocks in exchange for upfront cash at the time of selling 22  the call option. Unusual market conditions or the lack of a ready market for any particular option at a specific time may reduce the effectiveness of option strategies and could result in losses. In addition to the product prospectus, investors should read and understand the risks associated with options prior to engaging in any option strategy. Utilizing a strategy with a diversified equity portfolio and derivatives, with a put/spread collar options overlay, may not provide greater market protection than other equity investments nor reduce volatility to the desired extent, as unusual market conditions or the lack of a ready option market could result in losses. Derivatives expose the fund to risks of mispricing or improper valuation and the fund may not realize intended benefits due to underperformance. When used for hedging, the change in value of a derivative may not correlate as expected with the risk being hedged. Each strategy carries its own unique risks, which are more fully explained in the applicable fund prospectus. Exchange-Traded Funds. Exchange-Traded Funds (“ETFs”) are exchange-traded products that derive their value from instruments such as stocks, bonds, commodities, or currencies, and trade intra-day on a national securities exchange. Generally, these are established as either open-end investment companies or unit investment trusts (“UITs”). Certain ETFs may have elected to be treated as partnerships for federal, state and local income tax purposes. Accordingly, if you own one of these ETFs, you will be taxed as a beneficial owner of an interest in a partnership. Tax information for such ETFs will be reported to you on an IRS Schedule K-1. You should consult your tax advisor in determining the tax consequences of any investment, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws. Long Short Positions. The use of long and short positions may involve risks different from those normally associated with other types of investment vehicles, such as mutual funds. It is possible that a Manager’s or Underlying Fund’s long positions will decline in value at the same time that the value of the securities sold short increases, thus raising the potential for greater investment loss. Market neutral investing, in using long and short positions, provides no guarantee that it will be successful in limiting exposure to domestic stock market movements, capitalization, sector swings or other risk factors. Investment in a strategy involved in long and short selling may have higher portfolio turnover rates, which may result in additional tax consequences. Short selling involves certain risks, including additional costs associated with covering short positions and a possibility of unlimited loss on certain short sale positions. Managed Futures. Managers or Underlying Funds that employ managed futures strategies typically utilize derivatives, such as futures, options, structured notes and swap agreements, which provide exposure to the price movements of a commodity (i.e., oil, grain, livestock) or a financial instrument (i.e., currency, index). This may expose the fund to additional risks that would not be present had the fund invested directly in the securities underlying those derivatives. Managers or Underlying Funds that invest in commodity-linked derivatives may be subject to greater volatility, as the value of those derivatives may be affected by overall market movements, changes in interest rates and other factors such as weather, disease, embargoes and international economic and political developments, as well as the trading activity of speculators and arbitrageurs in the underlying commodities. This strategy may cause the fund to invest a 23  significant portion of assets in the securities of a single issuer. Changes in the market value of the issuer’s securities may result in greater volatility than would otherwise occur in a more diversified mutual fund, thus increasing the potential for greater investment loss. Managers or Underlying Funds that employ managed futures strategies may purchase shares of other pooled investments, such as ETFs. In addition to its own expenses, an investor will also bear a portion of the ETF’s expenses, which may negatively impact performance. A highly liquid secondary market may not exist for certain derivatives utilized by this strategy, and there can be no assurances that one will develop. Market Neutral Strategies. Managers or Underlying Funds that employ market neutral or arbitrage strategies (including merger arbitrage, convertible arbitrage, credit arbitrage, dual class arbitrage, as well as other arbitrage strategies), in using long and short positions, provide no guarantee that they will be successful in limiting a portfolio’s exposure to domestic stock and/or fixed income market movements, capitalization, sector swings or other risk factors. Investment in a strategy involving long and short selling may have higher portfolio turnover rates, which may result in additional tax consequences. Short selling involves certain risks, including additional costs associated with covering short positions and a possibility of unlimited loss on certain short sale positions. Managers or Underlying Funds within the portfolios may employ the use of long and short positions, which may involve risks different from those normally associated with a long-only strategy. It is possible that long positions will decline in value at the same time that the value of the securities sold short increases, thus raising the potential for greater investment loss. Underlying Funds classified within this category may also at times participate in “price pressure” trades, credit or distressed investments (short-term debt, distressed securities, bonds and corporate loans), SPACs (Special Purpose Acquisition Corporations), PIPEs (Private Investments in Public Equities), IPOs (Initial Public Offerings), SEOs (Seasoned Equity Offerings), warrants and spin-offs. Each strategy carries its own unique risks, which are more fully explained in the applicable product prospectus. Please read the applicable prospectus carefully before investing. Merger Arbitrage Strategies. Managers or Underlying Funds that employ merger arbitrage strategies seek to capitalize on “event”-driven situations, such as announced mergers, acquisitions and reorganizations, by purchasing the securities of companies that have agreed to be acquired by another company. This strategy involves risks, including the risk that the merger or similar transaction will not occur, will be renegotiated at a less attractive price or may take longer than expected to be completed, which may cause the price of the company’s securities to decline significantly. Managers or Underlying Funds that employ merger arbitrage strategies may experience significant portfolio turnover, generally resulting in additional transaction costs that may negatively impact performance. Managers or Underlying Funds may also invest in the securities of a limited number of companies whereby a decline in the value of any one security may have a greater impact on a fund’s share price. This may result in increased volatility over a more diversified fund and the potential for greater investment loss. Multi-Sector Fixed Income Strategies/Opportunistic Bond. Investments that employ multi- sector bond strategies seek income by diversifying across multiple fixed income sectors including, but not limited to, U.S. government securities, corporate bonds, non-U.S. fixed income securities and high yield bonds. Each fixed income sector carries its own unique risks. 24  Multi-Strategy (Alternatives). Multi-strategy investments are actively managed and seek to produce absolute (positive) returns regardless of general market conditions by exploiting disparities or inefficiencies in markets, geographical areas and companies, taking advantage of anticipated price movements (up and/or down) of markets and/or benefiting from cyclical relationships or special situations (such as reorganizations). Multi-strategy portfolios may utilize one or more asset managers (sub-advisors) that, in turn, may employ a wide range of specialized alternative investment strategies such as: high yield and distressed debt, long/short (equity and/or credit), hedged equity, global macro, systematic trading, options and arbitrage. Each strategy carries its own unique risks, which should be considered carefully before investing. Mutual Funds. There is a risk that a mutual fund will not achieve its investment objective or execute its investment strategies effectively, or that large purchase or redemption activity by shareholders of such mutual fund might negatively affect the value of the mutual fund’s shares. Clients will pay their pro rata portion of the fees and expenses of any mutual fund in which they invest. Please refer to each mutual fund’s prospectus for more information about the specific investment risks associated with each mutual fund. Precious Metals. Portfolios that invest in precious metals (such as gold, silver and platinum) and/or industrial metals (such as aluminum, copper, lead, nickel and zinc) may be subject to additional risks including, but not limited to, fluctuations in price resulting from global supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; currency exchange rates and interest rates; increased mining, transportation or storage costs; or other market forces that may have a significant impact on the profitability of companies in the precious and/or industrial metals sector. The price of precious and industrial metals may also be affected by changes in political or economic conditions of countries where precious and industrial metals companies are located. The price of precious and industrial metals can fluctuate widely over time, and there is no assurance that such metals will maintain their long-term value in terms of purchasing power in the future. Real Estate Investment Trusts. Investments in Real Estate Investment Trusts (“REITs”) are subject to many of the risks associated with direct real estate ownership and, as such, may be adversely affected by declines in real estate values and general and local economic conditions. Private Markets. The Firm’s private markets investments include venture capital, growth equity, buyouts, real estate, and private credit. Certain of these products involve a higher level of investment risk, while seeking greater returns than traditional investment products. Private market products invest in a wide array of instruments depending on their respective investment guidelines and objectives, including but not limited to equity securities, warrants, commercial paper, government securities, municipal securities, options contracts, future contracts, real estate, infrastructure projects, and interests in private funds. Further information can be found in the relevant offering memorandum and/or governing document, if applicable. Risk Factors for Traditional Manager-of-Manager Accounts 25  Dependence on the Investment Manager and Underlying Managers. As an investment manager, we invest assets of a separate account or pooled investment vehicle through Managers or Underlying Funds. The success of a separate account or pooled investment vehicle depends upon the ability of the Firm and Managers or Underlying Funds to develop and implement investment strategies that achieve clients’ investment objectives. Subjective decisions made by the Firm and/or the Managers or Underlying Funds may cause a separate account or pooled investment vehicle to incur losses or to miss profit opportunities on which it would otherwise have capitalized. In addition, the overall performance of a separate account or pooled investment vehicle is dependent not only on the investment performance of individual Managers or Underlying Funds, but also on our ability to select and allocate a separate account or pooled investment vehicle's assets among such Managers or Underlying Funds effectively on an ongoing basis. There can be no assurance that the allocations made by the Firm will prove as successful as other allocations that might have been made, including the adoption of a static approach in which Managers or Underlying Funds are not changed. As the Managers and Underlying Funds with which the Firm invests may be in an early stage of formation or operation, this can pose a number of operational and other issues. For example, in its early stages the Manager or Underlying Funds may have little capital available to cover expenses and, accordingly, may have difficulty attracting qualified personnel. Managers or Underlying Funds may face competition from other investment vehicles, which may be more established, have a larger number of qualified management and technical personnel and benefit from a larger capital base. Managed Account Allocations. The Firm retains Managers to manage client separate accounts on a discretionary basis. Under this structure, the client accounts managed by Managers are not subject to limited liability protections, and it is theoretically possible that a client’s separate account could lose more in a separate account managed by a particular Manager than the amount the Firm had allocated to such Manager to invest. Fee Structure. The Firm utilizes a “manager-of-managers” investment strategy, pursuant to which assets will be invested by multiple Manager or Underlying Funds. Investment management fees are typically charged to the Firm’s separate accounts or pooled investment vehicles solely by the Firm, with the Firm remaining responsible for fee payments to underlying Managers or Underlying Funds. However, additional operational or administration fees may not be included. Overlapping Investment Strategies. The Managers or Underlying Funds invest wholly independently of one another and may at times hold economically offsetting positions or cause a separate account or pooled investment vehicle to be concentrated in certain positions. To the extent that the Managers or Underlying Funds do, in fact, hold economically offsetting positions, a separate account or pooled investment vehicle, considered as a whole, cannot achieve any gain or loss, despite incurring expenses. If a separate account or pooled investment vehicle is concentrated in a position, as a result of two or more Managers or Underlying Funds holding the same positions, the risks (or benefits) associated with such investments will be magnified. 26  Limited Diversification. The Firm generally seeks to diversify assets for its separate accounts or pooled investment vehicles through investments with various Managers’ or Underlying Funds’ strategies. Such diversification may not be achieved as a result of insufficient investment opportunities or insufficient investable assets resulting from withdrawals or insufficient subscriptions by investors. In addition, although the diversification of separate accounts’ or pooled investment vehicles’ investments in a variety of securities and industries is intended to reduce separate accounts’ or pooled investment vehicles’ exposure to adverse events associated with specific issuers or industries, the number of investments by the Managers or Underlying Funds may be limited, and the portfolios of some Managers or Underlying Funds may be highly concentrated in particular companies, industries or countries. As a consequence, a separate account or pooled investment vehicle’s returns as a whole may be adversely affected by the unfavorable performance of even a single investment by a Manager or Underlying Fund. Portfolio turnover risk. The portfolio turnover rates for the different Managers or Underlying Funds selected by the Firm may vary significantly. In some cases, the investment program of the Managers or Underlying Funds may emphasize short-term trading. Thus, the portfolio turnover for certain of the Firm’s separate accounts’ or pooled investment vehicle’s investments may be substantially greater than the turnover rates of other types of investment vehicles. Cybersecurity Risk In addition to the risks described above that primarily relate to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. Cybersecurity attacks include electronic and non-electronic attacks that include but are not limited to gaining unauthorized access to digital systems (e.g., through "hacking" or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cybersecurity attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial of service attacks on websites (i.e., efforts to make services unavailable to intended users). As the use of technology has become more prevalent, we and the client accounts we manage have become potentially more susceptible to operational risks through cybersecurity attacks. These attacks in turn could cause us and client accounts (including funds) we manage to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which we invest, counterparties with which we engage in transactions, third-party service providers (e.g., a client account’s custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. While cybersecurity risk management systems and business continuity plans have been developed and are designed to reduce the risks associated with these attacks, there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that 27  such efforts will succeed, especially since we do not directly control the cybersecurity systems of issuers or third-party service providers. Recent technological advances in generative artificial intelligence and machine learning technologies and systems create opportunities for, and present risks to, the Firm and its clients. The Firm has taken a measured approach to artificial intelligence technology given reliability, cybersecurity, and other concerns. However, it is likely that the Firm and its clients will be exposed to risks related to artificial intelligence through third parties, such as service providers and counterparties. 28  Item 9. Disciplinary Information From time to time, BNYA, BNY or an affiliate of BNY may be involved in regulatory examinations or litigation that arise in the ordinary course of business. Items requiring disclosure will be disclosed accordingly in BNYA’s Form ADV Part 1A, Item 11 and the respective Disclosure Reporting Pages (“DRPs”), and Item 9 of this Brochure (below). On August 14, 2018 the SEC announced an administrative proceeding against BNYA (which, at the time, was known as Lockwood). The action arose out of the SEC’s assertion that BNYA failed to adopt and implement policies and procedures reasonably designed to provide clients or their investment advisers with material information about third party portfolio managers’ “trading away” or “step out trading” practices in BNYA’s sponsored separately managed account wrap fee programs (“Wrap Programs”) and the full extent of the costs of choosing certain portfolio managers in those Wrap Programs. Specifically, the SEC determined that BNYA’s policies and procedures failed to require that material information about “trading away” or “step outs” (1) would be obtained and considered by BNYA prior to making the third party portfolio management firms available to clients in its Wrap Programs and/or (2) would be disclosed to clients directly or through their third party advisers. BNYA offered its Wrap Programs to third party advisers and their clients. In the Wrap Programs, the investments were managed by third party portfolio management firms pursuant to investment strategies selected by the clients in consultation with their advisers. BNYA and the other participating firms were compensated for the advisory, brokerage and custodial services that they provided by sharing an annual wrap fee based on a percentage of the assets under management. Certain expenses were not covered by the wrap fee, such as when a portfolio manager elected to direct the execution of a trade through a broker-dealer firm that was not participating in the Wrap Program. This practice was referred to as “trading away” or “step out trading” and in many cases resulted in transaction costs being borne by the Wrap Program client in addition to the annual wrap fee. Despite paying these costs, Wrap Program clients were not notified that particular trades were “traded away” nor, if applicable, information on how much “step out trading” would cost on top of the wrap fee. By contract, BNYA had allocated to the clients’ advisers the responsibility of evaluating the suitability of the portfolio managers for the individual clients, but the SEC Staff found that BNYA did not provide those advisers with enough information to perform that evaluation. BNYA submitted an Offer of Settlement which the SEC has determined to accept on August 14, 2018. On February 12, 2018, the SEC announced the Share Class Selection Disclosure Initiative (“SCSD Initiative”), a self-reporting initiative directed at investment advisers, under which the SEC Division of Enforcement agreed to recommend favorable settlement terms for advisers who self-report violations of the federal securities laws relating to certain mutual fund share class selection and disclosure issues and who promptly return money to harmed clients. BNYA (which, at the time, was known as Lockwood) voluntarily participated in the SCSD Initiative. In connection with the SCSD Initiative, BNYA undertook a review of its disclosures, and of the mutual fund share classes recommended to, or purchased or held by, clients invested in BNYA Programs during the period between January 1, 2014 and September 4, 2015 and determined that, during this period, certain mutual funds paid 12(b)1 fees totaling $45,872 to Pershing Adviser Solutions, a broker-dealer affiliated with BNYA, when a lower cost share class was 29  available. BNYA voluntarily reported this to the SEC pursuant to the SCSD Initiative. On March 11, 2019, the SEC issued an Order Instituting Administrative and Cease and Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease and Desist Order against BNYA (the “Order”), which Order found that BNYA violated Sections 206(2) and 207 of the Investment Advisers Act of 1940 (“Advisers Act”). BNYA was ordered to cease and desist from future violations of Sections 206(2) and 207 of the Advisers Act; was censured; and was ordered to pay disgorgement of $45,872, together with prejudgment interest of $6,315.98, and to distribute such amounts to affected clients. 30  Item 10. Other Financial Industry Activities and Affiliations As previously noted, the Firm is an indirect wholly-owned subsidiary of BNY. BNY is a Global Financial Services Company: BNY is a global financial services company providing a comprehensive array of financial services (including asset management, wealth management, asset servicing, clearing and execution services, issuer services and treasury services) through a worldwide client focused team that enables institutions and individuals to manage and service their financial assets. BNY Investments is the umbrella designation for certain of BNY’s affiliated investment management firms, wealth management business and global distribution companies and is responsible, through various subsidiaries, for U.S. and non-U.S. retail, intermediary and institutional distribution of investment management and related services. The Managers or Underlying Funds, to which we allocate (or recommend allocation of) client assets, enter into transactions with unaffiliated counterparties or third-party service providers who can be using affiliates to execute such transactions. Additionally, when they effect transactions in American Depositary Receipts (“ADRs”) or other securities, the involved issuers or their service providers could be using affiliates for support services. Services include, for example, clearance of trades, purchases or sales of securities, serving as depositary bank to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by us. Although one of our affiliates receives compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of ours would be made by the unaffiliated counterparty, third party service provider, or issuer. Further, we will likely be unaware that the affiliate is being used to enter into such transaction or service. BNY and/or its other affiliates gather data from us about our business operations, including information about holdings within client portfolios, which is required for regulatory filings to be made by us or BNY or other affiliates (e.g., reporting beneficial ownership of equity securities) or for other compliance, financial, legal or risk management purposes, pursuant to policies and procedures of the Firm, BNY or other affiliates. This data is deemed highly confidential and procedures are followed to ensure that any information is utilized solely for the purposes intended. BNY’s Status as a Bank Holding Company BNY and its direct and indirect subsidiaries, including the Firm, are subject to (1) certain U.S. banking laws, including the Bank Holding Company Act of 1956, as amended (the “BHCA”), (2) regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and (3) the provisions of, and regulations under, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The BHCA, the Dodd-Frank Act, other applicable banking laws and the regulatory agencies, including the Federal Reserve, that interpret and administer these laws may restrict (1) the transactions and relationships among BNY, its affiliates (including us) and our clients and (2) our investments, transactions and 31  operations. For example, the BHCA regulations applicable to BNY and us may restrict our ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of our investments and restrict our ability to participate in the management and operations of the companies in which we invest. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by BNY and its affiliates (including us) for client and proprietary accounts may need to be aggregated and may be subject to a limitation on the amount of a position that may be held. These limitations may have an adverse effect on our ability to manage client investment portfolios. For example, depending on the percentage of a company we and our affiliates (in the aggregate) control at any given time, the limits may (1) restrict our ability to invest in a company for certain clients or (2) require us to sell certain client holdings of that company when it may be undesirable to take such action. Additionally, in the future BNY may, in its sole discretion and without notice, engage in activities affecting us in order to comply with the BHCA, the Dodd-Frank Act or other legal requirements applicable to (or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on) us and accounts that we and our affiliates manage. Foreign Registrations The Firm is not registered with any foreign financial regulatory authority. However, we do maintain exemptions from registration in certain foreign jurisdictions where permitted. The Volcker Rule The Dodd-Frank Act includes provisions that have become known as the “Volcker Rule,” which restrict bank holding companies, such as BNY and its subsidiaries (including us) from (i) sponsoring or investing in a private equity fund, hedge fund or other “covered fund”, with the exception, in some instances, of maintaining a de minimis investment, subject to certain other conditions and/or exceptions, (ii) engaging in proprietary trading, and (iii) entering into certain transactions with affiliated covered funds. The Volcker Rule generally prohibits certain transactions involving an extension of credit or other type of transaction as set forth in applicable regulations between BNY and its affiliates, on the one hand, and “covered funds” managed or sponsored by BNY and/or its affiliates (including us), on the other hand. BNY affiliates provide securities clearance and settlement services to broker- dealers on a global basis. The operational mechanics of the securities clearance and settlement process can result in an incidental or unintended intraday extension of credit between the securities clearance firm and a “covered fund.” As a result, we may be restricted from using a BNY affiliate as custodian or in other capacities for covered funds as well as be restricted in executing transactions for certain funds through broker-dealers that utilize a BNY affiliate as their securities clearance firm. Such restrictions could limit the covered fund’s selection of service providers and prevent us from executing transactions through broker-dealers we would otherwise use in fulfilling our duty to seek best execution. The Volcker Rule was amended in 2020 to include exemptions that permit a broader range of transactions between BNY and its affiliates and relevant covered funds. BNY intends to rely on such exemptions to the extent it deems appropriate. 32  Affiliated Placement Agents We have affiliated “placement agents”, including BNYSC, BNY Mellon Bank, N.A. and BNY Mellon Investment Management EMEA Limited, who solicit persons to invest in various private funds, as well as our separate account products. The Firm has entered into agreements with these placement agents to pay them commissions or fees for such solicitations. We or our affiliates are solely responsible for the payment of these commissions and fees - they will not be borne by the private funds and their investors. We or our affiliates pay these commissions and fees out of our profits, and these payments do not increase the fees paid by the private fund’s investors or our separate account clients. Nonetheless, these arrangements present a conflict of interest because they provide a financial incentive to the placement agents and their employees and/or sales representatives to steer investors toward those private funds or separate account products that will generate higher commissions and fees. Please see Item 14 for more information on the compensation arrangements related to client referrals. Affiliated Service Providers In addition, to the extent permitted under applicable law, placement agents and their respective affiliates may provide brokerage and certain other financial and securities services to us, our affiliates or related private funds. Such services, if any, will be provided at competitive rates. BNY is also affiliated with service providers, distributors and consultants that may provide services and may receive fees from BNY in connection with such services, which would incentivize such persons to distribute interests in a private fund or other BNY products. Dual Officers and Employees Please see Item 4 of this Brochure for a discussion regarding the Firm’s use of dual officers. Other Relationships From time to time, we may use investment management related services provided to us by “participating affiliates” (as such term is used in relief granted by the staff of the SEC in a series of no-action letters allowing a registered investment adviser to use portfolio management and trading and research services and resources provided by an unregistered foreign affiliate subject to the supervision of the registered adviser). We have entered into an agreement with BNY Mellon Investment Management EMEA (“Participating Affiliate”), an affiliated asset management company, pursuant to which it is considered that this Participating Affiliate and one or more of its employees are deemed to be “associated persons” of the Firm. In this capacity, the Participating Affiliate and one or more of its employees (subject to the Firm’s supervision) may provide portfolio management, research, client support, trading and related services in connection with our management of client accounts. The Participating Affiliate will act in accordance with the series of no-action letters referred to above requiring the Participating Affiliate to be subject to the supervision of the Firm and the SEC in the manner contemplated in such no-action letters. The 33  Participating Affiliate has agreed to submit to the jurisdiction of U.S. courts for actions arising under the U.S. securities laws in connection with the investment management related activities provided for our U.S. clients and has appointed an appropriate agent for service of process in accordance with, and subject to the requirements of, such no-action letters. Under these arrangements, the Firm pays the Participating Affiliate compensation for the services of the associated persons. In addition, BNY personnel, including certain of our personnel, may have board, advisory, or other relationships with issuers, distributors, consultants and others that have investments in a private fund and/or related funds or that may recommend investments in a private fund or distribute interests in a private fund. To the extent permitted by applicable law, BNY and its affiliates, including us and our personnel, may make charitable contributions to institutions, including those that have relationships with investors or personnel of investors. As a result of the relationships and arrangements described in this paragraph, placement agents, consultants, distributors and other parties would have conflicts associated with their promotion of a private fund, or other dealings with a private fund, that create incentives for them to promote a private fund. Some of our clients retain consulting firms to assist them in selecting investment managers. Some consulting firms provide services to both those who hire investment managers and to investment management firms. We may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where we believe those services will be useful to us in operating our investment management business. We do not pay referral fees to consultants. However, our clients and prospective clients should be aware that consulting firms may have business relationships with investment management firms that they recommend to their clients. BNY maintains, and the Firm has adopted, a Code of Conduct that addresses these types of relationships and the conflicts of interest they may present, including the provision of gifts and entertainment. BNY, among several other leading investment management firms, has a minority equity interest in Kezar Markets, LLC (f/k/a Titan Parent Company, LLC), which owns Kezar Trading, LLC (f/k/a Luminex Trading and Analytics LLC) (“Kezar”), a registered broker-dealer under the Exchange Act that operates two alternative trading systems for securities (the “Alternative Trading Systems”). Transactions for clients for which we serve as adviser or sub-adviser may be executed through the Alternative Trading Systems. We and BNY disclaim that either is an affiliate of Kezar. Affiliated Broker-Dealers and Investment Advisers We are affiliated with a significant number of advisers and broker/dealers. Please see Form ADV, Part IA - Schedule D, Section 7.A for a list of our affiliated advisers and broker-dealers. Several of our investment adviser affiliates have, collectively, a significant number of investment– related private funds for which a related person serves as sponsor, general partner or managing member (or equivalent), respectively. Please refer to ADV, Part 1A – Schedule D, Section 7.B. for 34  each of our affiliated investment advisers for information regarding such firm’s private funds (if applicable) and such firm’s Form ADV, Part 1A – Schedule D, Section 7.A. for information regarding related persons that serve in a sponsor, general partner or managing member capacity (if applicable). Where an affiliated Manager or Underlying Fund selects the broker to effect purchases or sales of securities for client accounts, they may use either an affiliated or unaffiliated broker (unless otherwise restricted by an agreement, law or regulation). An affiliated Manager may have an incentive to enter into transactions with an affiliated broker-dealer, in an effort to direct more commission dollars to the affiliate. Please refer to Item 12 for additional information. Affiliated Managers or Underlying Funds may be prohibited or limited from effecting transactions for you because of rules in the marketplace, foreign laws or our own policies and procedures. In certain cases, we may face further limitations because of aggregation issues due to our relationship with affiliated investment management firms. Affiliated Underwriters Our broker-dealer affiliates occasionally act as underwriter or as a member of the underwriting syndicate for certain new issue securities, which presents a conflict of interest because it creates an incentive for affiliated Managers or Underlying Funds to purchase these new issue securities, in an effort to provide additional fees to the broker-dealer affiliate. BNY has established a policy regarding purchases of securities in an offering in which an affiliate acts as an underwriter or as a member of the underwriting syndicate. In compliance with applicable banking, securities and ERISA regulations, affiliated Managers or Underlying Funds may purchase on behalf of our clients’ securities in an offering in which an affiliate is acting as an underwriter or as a member of the underwriting syndicate during the syndication period, so long as requirements of the policy, including written approval and compliance with certain investment criteria are met. The policy prohibits direct purchases from an affiliate for any fiduciary account under any circumstances. Please refer to Item 12 for additional information. Affiliated Banking Institutions BNY engages in trust and investment business through various banking institutions, including the Bank and BNY Mellon, N.A. These affiliated banking institutions provide certain services to us, such as recordkeeping, accounting, marketing services and/or referral of clients. We provide the affiliated banking institutions with sales and marketing materials regarding our investment management services that may be distributed under the name of certain marketing “umbrella designations” such as BNY, BNY Investments, and BNY IM EMEA. We provide certain investment advice to the Bank and BNY Mellon, N.A. We also provide certain investment advisory to certain Bank and BNY Mellon, N.A. clients and separately managed accounts (including separately managed accounts for which the Bank or BNY Mellon, N.A. acts as trustee, custodian or investment manager). Certain of our officers are also officers of 35  the Bank and BNY Mellon, N.A. In their capacity as officers of the Bank or BNY Mellon, N.A., our personnel provide discretionary and non-discretionary investment advisory services to certain clients and also to certain collective investment funds of the Bank and we may receive a fee for such services. In addition, our primarily institutional and employee benefit and foundation clients and our affiliated employee benefit plan may invest in certain collective investment funds of the Bank. Certain clients may have established custodial or sub-custodial arrangements with the Bank and other financial institutions that are affiliated with us. Furthermore, the Bank and other financial institutions that are affiliated with us may provide services (such as trustee, custodial, or administrative services) to issuers of securities. Because of their affiliation with us, the Managers or Underlying Funds’ ability to purchase securities of such issuers and to take advantage of certain market opportunities may be subject to certain restrictions and in some cases, prohibited. 36  Item 11. Code of Ethics, Participation or Interest in Client Transactions, Personal Trading We have adopted a Code of Ethics (“Code”) pursuant to Rules 204A-1 and 204-2 under the Advisers Act. The Code is reviewed periodically, amended as necessary, and distributed to all personnel. Periodic training on the Code is provided to existing employees and all new employees upon hire. The Code addresses a variety of topics relating to the appropriate conduct of investment advisory personnel, including the following: • Fiduciary obligations of access persons • Requirement to comply with applicable Federal securities laws • Classification of access persons • Reporting requirements for access persons • Pre-clearance requirements for access persons • Confidentiality • Receipt and presentation of gifts • Pre-approval of initial public offerings or limited offerings • Reporting, review and recordkeeping requirements • Review of access persons’ transactions in reportable securities • Violations of the Code • Training With respect to personal trading, the Code contains rules and restrictions on the purchase and sale of securities by employees. These rules and/or restrictions are designed to protect our clients. All officers and employees are required to put the interests of the clients first in all dealings relating to the client and its investments. Activities that are strictly prohibited include: • Having a personal interest in any client transaction • Receiving any personal benefit from a client transaction • Using knowledge of client transactions for personal gain • Allowing anything to influence or impact an independent unbiased judgment with respect to client communications. Compliance personnel monitor personal securities trading by employees and the members of the employee’s household. Employees who have direct contact with certain client account information are required to obtain approval in advance for any securities transactions they or a member of their household wish to make. Employee personal trading is monitored by Compliance personnel to verify the employees are complying with the Code. The Firm may impose penalties and sanctions on employees who have violated provisions of the Code, including the personal 37  trading policy. Employees must file transaction reports with Compliance quarterly and holdings reports annually. To the extent the Code is silent on a matter; the Firm shall default to the BNY Code of Conduct (the “BNY Code”). The BNY Code provides to employees the framework and sets the expectations for business conduct. In addition, it clarifies our responsibilities to clients, suppliers, government officials, competitors and the communities we serve and outlines important legal and ethical issues. We will provide a copy of the Code or BNY Code to you or any prospective client, upon request. Interest in Client Transactions Note that while each of the following types of transactions present conflicts of interest for us, as described below, we manage our accounts consistent with applicable law, and we follow procedures that are reasonably designed to treat our clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged. Principal Transactions “Principal transactions” generally are defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys any security from or sells any security to any client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated pooled investment vehicle and another client account. We do not engage in principal transactions; however, affiliated Managers or Underlying Funds may engage in principal transactions subject to the consent requirements under the Advisers Act and as permitted under applicable law. When they engage in a principal transaction, they may have an incentive to favor their own interests over the interests of our client. In utilizing a manager of managers investment program, it is the Firm’s policy that neither we nor any of our officers or directors shall, as principal, buy securities for ourselves from, or sell securities we own to, any client, except as permitted by law. However, we are part of a large diversified financial organization, which includes banks and broker-dealers. As a result, it is possible that a related person other than our officers and directors may, as principal, purchase securities from, or sell securities to, our clients. Cross Transactions “Cross Trades” are generally defined as transactions in which a person acts as an investment adviser in relation to a transaction in which such adviser, or any person controlling, controlled by, or under common control with such adviser, acts as broker for both such advisory client and for another person on the other side of the transaction. We do not engage in cross transactions; however, affiliated Managers or Underlying Funds may do so. Cross trades present conflicts of interest, as there may be an incentive to favor one client to the cross trade over the other. For example, if one client account pays performance fees to the Manager or Underlying Fund, while 38  the other client account pays only asset-based fees, they would have a financial incentive to favor the performance fee paying account in the cross-trade. However, note that cross trades are subject to Advisers Act restrictions, and will only be undertaken by affiliated Managers or Underlying Funds as permitted under applicable law. We do not receive fees or commissions where affiliates make these trades. Transactions in Same Securities Our affiliates or our personnel may invest, directly or indirectly, in the same securities that we or our Managers recommend to clients. When we or an affiliate currently holds for our own benefit the same securities as a client, we have a potential conflict of interest. For example, we or our affiliate could be seen as harming the performance of the client’s account for our own benefit if we short-sell the securities in our own account while holding the same securities long in the client account, causing the market value of the securities to move lower. Agency Transactions Involving Affiliated Brokers Neither we nor any of our officers or directors, acting as broker or agent, effect securities transactions for compensation for any client. We are part of a large diversified financial organization that includes broker-dealers. As a result, it is possible that a related person, other than our officers and directors, may, as agent, effect securities transactions for our clients for compensation. Please also see Item 10 and Item 12 for additional information relating to affiliate arrangements and with regard to purchases of securities in an offering where an affiliate acts as underwriter or a member of the underwriting. Please also see Schedule D, Section 7A of our Form ADV Part 1A for a list of broker-dealers which are our affiliates. 39  Item 12. Brokerage Practices Broker Selection Unless specifically directed otherwise by our clients, we have the authority to direct securities transactions on behalf of our clients to broker-dealers we select. In doing so, we seek best execution of such transactions. When seeking best execution, we may consider the following, among other things, in evaluating the full range and quality of a broker-dealer’s services, (1) availability of natural liquidity, (2) availability of broker capital, (3) quality of past executions, (4) appropriate time horizon (speed) of execution, (5) competence and integrity of trading personnel, (6) reliability in trade settlement and reporting, (7) level of counterparty risk (broker’s financial condition), (8) negotiated commission rate, (9) value of research services provided, (10) availability of electronic order routing and trade reporting connectivity, (11) stock-specific characteristics (order size, average daily volume, historical volatility, country of domicile, primary exchange, sector and industry classification), (12) current market conditions, (13) market capitalization and (14) client directed brokerage, as well as other relevant factors. We may also consider other brokerage and research services provided by the broker-dealer. We will continue to make periodic evaluations of the quality of these brokerage services as provided by various firms and to measure their services against our own standards of execution. Brokerage services will be obtained only from those firms which meet our standards, maintain a reasonable capital position and can, in our judgment, be expected to reliably and continuously supply these services. Please refer to Item 10 for additional information concerning the Volcker Rule and its possible implications concerning the broker-dealer selection practices of our affiliated Managers or Underlying Funds. Commission Rates While commission rates may be negotiable on each trade, we have established commission rate guidelines for execution-only and full-service brokers (who provide services and products) and electronic venues which indicate an appropriate commission rate based on the broker/venue utilized, the price of the stock and the type of transaction. Actual commission rates may be higher or lower than indicated by the rate guidelines depending on the particular circumstances of a transaction. Such circumstances include, but are not limited to, whether: (a) the underlying security is more or less difficult to trade relative to other securities, (b) the quality of the execution justifies an adjustment to the commission rate, (c) the broker commits capital, or (d) the broker sources liquidity. In no case will an order be placed with a broker-dealer if the broker- dealer is not able, in our judgment, to provide best execution for a particular transaction. Each of the Managers and Underlying Funds allocate brokerage transactions in securities for the respective accounts which they manage. Various brokers may be used to execute, settle and clear such transactions. In selecting brokers, a Manager or Underlying Fund may consider various factors, such as commission rate, execution capability, financial responsibility, responsiveness and the value of research and related products furnished. If the Manager or Underlying Fund determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and research services provided by the broker, the Manager or Underlying Fund may pay a commission in a greater amount than that another broker might charge. 40  Soft Dollars The term “soft dollars” is commonly understood to refer to arrangements where an investment adviser uses client brokerage commissions to pay for research or other services used by the investment adviser. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. Soft dollar services received by the Managers or Underlying Funds are within the safe harbor provisions of Section 28(e) or are otherwise subject to their policies and procedures intended to mitigate potential conflicts of interest in this regard. Please review the Manager’s Form ADV and/or the applicable Fund’s offering materials for more specific information regarding brokerage practices. As a matter of policy, the Firm does not utilize “soft dollar” arrangements, but does receive research of the type that is customarily provided by brokers or dealers to their institutional customers, which may be useful in serving the accounts advised. Although receipt of such services does not reduce normal independent research activities, it may enable the Firm to avoid additional expenses that may otherwise be incurred if we were to attempt to independently develop comparable information. Other Brokerage Practices Conflicts of Interest: The following brokerage practices may lead to an actual or potential conflict of interest when selecting broker-dealers to execute client trades: 1. 2. 3. receiving client referrals from a broker-dealer; acting on a client’s direction to use a particular broker-dealer; and using affiliated broker-dealers. Compensation for Client Referrals: We do not provide compensation to any broker-dealer in exchange for referral of investment management clients. Brokerage for Client Referrals: We do not direct securities transactions to any broker-dealer in exchange for referral of investment management clients. Trade Allocation The Firm has adopted practices designed to ensure fair treatment of all clients in situations where two or more client accounts participate contemporaneously in a buy or sell program involving the same securities. We will generally seek to aggregate or “block” orders that are placed concurrently by portfolio managers for client accounts where we believe this will result in more favorable execution. When orders are aggregated, each participating account will generally receive the same price and commission. If an aggregated order is filled in its entirety, the order will generally be allocated in accordance with the pre-trade allocation specified. If an 41  aggregated order is partially filled, the order is generally allocated among the accounts specified on the trade ticket on a pro rata basis in proportion to the intended pre-trade allocation (subject to rounding to “round lot” amounts). In certain circumstances, we will determine not to aggregate orders even when there are orders for the same security and the same benchmark. For example, certain portfolio risk factors (such as when a rebalancing requires special treatment in order to keep factors such as cash and other asset weightings continuously aligned) will affect the decision as to whether or not it is appropriate to block a trade. We may aggregate transactions for client accounts and affiliated accounts managed by our employees who are also dual officers of such affiliates. Directed Brokerage We may accept direction from a client to place trades for a client’s account with a particular broker-dealer. At times, a client will instruct us to direct a portion of its commissions to a specified broker-dealer. In the event that such direction occurs, we expect to have limited capability to negotiate commission levels or obtain volume discounts, and may experience other impediments to achieving best execution. In addition, in meeting the client’s brokerage directive, we may not be able to aggregate these transactions with transactions we effect for other accounts we manage and we may delay placing the orders for directed accounts until our orders for other accounts have been completed. As a result, the net price paid or received by the directed account likely will be different than the price paid or received by our other accounts and, therefore, we may be unable to achieve the most favorable execution for such directed account. Accordingly, directing brokerage in many instances clients more money. Model Portfolios Where the Firm is an investment manager in Model Delivery Programs and the sponsor or other model recipient is responsible for trading, model changes will be communicated to such accounts either subject to a rotation methodology with like accounts/programs, behind fully discretionary accounts (sequenced trading), or alongside fully discretionary accounts with similar order instructions (contemporaneous trading). To the extent that accounts are part of a rotation methodology or sequenced it is possible that such accounts may suffer adverse effects on trade execution prices depending upon strategy, liquidity or market conditions. When contemporaneous trading occurs, given the potential market perception of supply (or demand) imbalance associated with multiple sellers (or buyers), it is possible that performance for both types of accounts could be affected, depending upon market conditions. 42  Item 13. Review of Accounts Management of each client account requires that portfolio managers implement particular strategies and investment decisions in accordance with the client’s stated guidelines and applicable regulatory requirements. The Firm has adopted and implemented a number of policies, procedures and practices designed to facilitate both ongoing and periodic review of the Firm’s client portfolios. A summary of the account review procedures implemented by the Firm is provided below. Portfolio managers are primarily responsible for reviewing each of their accounts on a continuous basis. All portfolios are reviewed continuously by members of the assigned portfolio management team. Portfolios are subject to oversight on an ongoing basis through daily interactions; regular staff meetings, manager and market reviews; regular compliance, risk and due diligence meetings; and monthly Investment Policy Council meetings. The Firm’s compliance department monitors accounts on a continuous basis, including where available, through the use of an automated third-party pre-trade and post-trade compliance system. In addition, periodic internal and external audits are conducted to ensure that portfolios are managed in accordance with client guidelines and restrictions. Any guideline breaches, including those that occur as a result of market movements, are promptly communicated and followed up on. Corrective action is taken where appropriate. At least monthly, and more often as required by special circumstances (such as a relevant development in market conditions affecting one or more of the Managers or Underlying Funds), the performance of each account is reviewed during the Risk Oversight Council meeting. Each account’s portfolio manager is responsible for reviewing and overseeing the accounts on a day- to-day basis. 43  Item 14. Client Referrals and Other Compensation Unaffiliated Solicitors and Placement Agents From time to time, we retain third parties to solicit new investment advisory clients. The commissions or fees, if any, payable to such solicitors (also referred to as placement agents) with respect to solicitation of investments with us will be paid solely by us. Clients will not pay fees for these solicitations. These solicitors have an incentive for the client to hire us because we will pay the solicitor for the referral. The prospect of receiving solicitation/placement fees provides such placement agents and/or their salespersons with an incentive to favor these sales over the sale of other investments with respect to which the placement agent does not receive such compensation or receives lower levels of compensation. In addition, to the extent permitted by law, certain placement agents and their respective affiliates may provide brokerage and certain other financial and securities services to us or our affiliates. Such services, if any, will be provided at competitive rates. Some of the Firm’s clients may retain consulting firms to assist them in selecting investment managers. Some consulting firms provide services to both those who hire investment managers and to investment management firms. The Firm may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where it believes those services will be useful to it in operating its investment management business. The Firm does not pay referral fees to consultants. However, the Firm’s clients and prospective clients should be aware that consulting firms might have business relationships with investment management firms that they recommend to their clients. Affiliated Solicitors and Placement Agents From time to time, we pay referral fees to our affiliates (and/or their employees) for referrals that result in additional investment management business. Please see the discussion of Affiliated Placement Agents in Item 10, above. Our ultimate parent company, BNY, has organized its lines of business into different groups (collectively “Groups”). As a member of BNY Investments, we are part of the BNY Investments Group. In certain circumstances, BNY Investments sales representatives are paid fees for sales. The fees may be based on revenues and may be a one-time payment or paid out over a number of years. Sales of any alternative investment products (such as private funds) are required to be made through a broker-dealer affiliate. Only registered representatives of such broker-dealer are eligible to receive compensation for sales of alternative investments. Receipt of compensation in connection with the sale of our products and services gives rise to a conflict of interest in that it may give our sales representatives or affiliates an incentive to recommend investment products and services based on the compensation they will receive, rather than solely on a client’s needs. 44  Item 15. Custody Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) defines “custody” to include a situation in which an adviser or a related person holds, directly or indirectly, client funds or securities or has any authority to obtain possession of them, in connection with advisory services provided by the adviser. For the purposes of the Custody Rule, we are deemed to have custody of client funds and securities which are managed by the Firm and custodied by Pershing due to the Firm’s affiliation with Pershing. Pershing is located at One Pershing Plaza, Jersey City, New Jersey 07399. Accounts may be custodied at Pershing, another affiliate of the Firm, or elsewhere. You will receive custodial account statements about portfolio holdings directly from the custodian that maintains your funds and securities. In addition to custodial account statements provided by the custodian, we may make regular investment performance and evaluation reports available to you or your consultant, so you can measure your progress toward your financial goals. You are encouraged to carefully review the custodial account statements you receive from the custodian and compare the information on those statements to any report on an account that you receive from us. If you require additional information about the content of a report, you should contact the Firm at 1-800-200-3033, Option #3. Because we are affiliated with Pershing, we have retained an independent public accountant to perform a surprise examination of the Firm on at least an annual basis pursuant to Rule 206(4)-2 under the Advisers Act. The most recent independent public accountant’s report dated August 28, 2024 is filed with the SEC and is available at the SEC’s website at https://adviserinfo.sec.gov/firm/summary/106108, and then select “Accountant Surprise Examination Report.”) It is the Firm’s policy that it does not advise, initiate or take any other action on your behalf relating to securities held in your account managed by us in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). The Firm does not file proofs of claim relating to securities held in your account and does not notify you or your custodian of class action settlements or bankruptcies relating in any way to such account. Physical Custody We do not maintain physical possession of client assets held in separately managed accounts. Typically, each of our clients independently selects a custodian with whom it contracts directly. Our authority to instruct the client’s custodian is limited to the authority, if any, granted by the client to us in the investment management agreement. 45  Item 16. Investment Discretion We will typically accept discretionary investment authority over client assets, and clients must grant this discretionary authority to us in writing via a contract, and/or through an appointment to become the investment adviser of a separate account. In all cases, however, such discretion will be exercised in a manner consistent with the stated investment objectives and guidelines for the particular client account. Clients must deliver their investment guidelines and restrictions to us in writing, and we will adhere to such guidelines and restrictions when making investment decisions, provided that such guidelines and restrictions have been mutually agreed to in advance. 46  Item 17. Voting Client Securities The SEC adopted Rule 206(4)-6, which requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies effective August 6, 2003. The Firm’s general policy is that we do not vote proxies on behalf of our Manager-of- Managers Programs. Rather, proxies will be voted by the Managers. Please review the applicable Managers’ Form ADV and/or the applicable Fund’s offering materials for further information regarding their voting of client securities. BNYA established the Proxy Voting and Governance Council (the “Council”) for the purpose of making proxy voting decisions in the event there are securities held in accounts over which BNYA has a fiduciary responsibility and proxy voting responsibility/authority. Council Structure The Council consists of representatives from our Firm. We have adopted a Proxy Voting Policy, related procedures, and voting guidelines (the “Proxy Policies”). The Council seeks to make proxy voting decisions that are in the best interest of the client and has adopted detailed, pre- determined, written proxy voting guidelines for specific types of proposals and matters commonly submitted to shareholders by U.S. and non-U.S. companies (collectively, the “Voting Guidelines”), which are included in the Proxy Policies. These Voting Guidelines are designed to assist with voting decisions, which over time seek to maximize the economic value of the securities of companies held in client accounts (viewed collectively and not individually) as determined in the discretion of the Council. BNYA believes that this approach is consistent with its fiduciary obligations and with the published positions of applicable regulators with an interest in such matters (e.g., the U.S. Securities and Exchange Commission and the U.S. Department of Labor), and we have adopted the Proxy Policies, including the Voting Guidelines, and agreed that we will vote proxies through the Council. BNYA does not permit clients to direct BNYA on how to vote in a particular solicitation. However, if a client of ours chooses to retain proxy voting authority or delegate proxy voting authority to an entity other than BNYA (whether such retention or delegation applies to all or only a portion of the securities within the client’s account), either the client’s or such other entity’s chosen proxy voting guidelines (and not the Council’s) will apply to those securities. Voting Philosophy BNYA recognizes that the responsibility for the daily management of a company’s operations and strategic planning is entrusted to the company’s management team, subject to oversight by the company’s board of directors. As a general matter, BNYA invests in companies believed to be led by competent management, as set forth in the Voting Guidelines, and BNYA customarily votes in support of management proposals and consistent with management’s recommendations. However, in BNYA’s role as a fiduciary, BNYA believes that it must express its view on the performance of the directors and officers of the companies in which clients are invested and how these clients’ interests as shareholders are being represented. Accordingly, as set forth in the Voting Guidelines, BNYA will vote against those proposals that BNYA believes would 47  negatively impact the economic value of clients’ investments – even if those proposals are supported or recommended by company management. BNYA seeks to vote on proxies of non-U.S. companies through application of the Voting Guidelines. However, corporate governance practices, disclosure requirements and voting operations vary significantly among the various non-U.S. markets in which our clients may invest. In these markets, we may face regulatory, compliance, legal or logistical limits with respect to voting securities held in client accounts which can affect our ability to vote such proxies, as well as the desirability of voting such proxies. Non-U.S. regulatory restrictions or company specific ownership limits, as well as legal matters related to consolidated groups, may restrict the total percentage of an issuer’s voting securities that we can hold for clients and the nature of our voting in such securities. Our ability to vote proxies may also be affected by, among other things: (1) late receipt of meeting notices; (2) requirements to vote proxies in person; (3) restrictions on a foreigner’s ability to exercise votes; (4) potential difficulties in translating the proxy; (5) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions; and (6) requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting. Absent an issue that is likely to impact clients’ economic interest in a company, BNYA generally will not subject clients to the costs (which may include a loss of liquidity) that could be imposed by these requirements. In these markets, BNYA will weigh the associative costs against the benefit of voting, and may refrain from voting certain non-U.S. securities in instances where the items presented are not likely to have a material impact on shareholder value. Process The Council has retained the services of two independent proxy advisors (“Proxy Advisors”) to provide comprehensive research, analysis, and voting recommendations. These services are used most frequently in connection with proposals or matters that may be controversial or require a case-by-case analysis by the Council in accordance with its Voting Guidelines. The Council has engaged one of its Proxy Advisors as its proxy voting agent (the “Proxy Agent”) to administer the mechanical, non-discretionary elements of proxy voting and reporting for clients. The Council has directed the Proxy Agent, in that administrative role, to follow the specified Voting Guidelines and apply it to each applicable proxy proposal or matter where a shareholder vote is sought. Accordingly, proxy items that can be appropriately categorized and matched either will be voted in accordance with the applicable Voting Guideline or will be referred to the Council if the Voting Guideline so requires. The Voting Guidelines require referral to the Council for discussion and vote of all proxy proposals or shareholder voting matters for which the Council has not yet established a specific Voting Guideline, for companies with a market capitalization over $10 billion, ownership over a certain threshold (usually above 0.75%) and generally for those proxy proposals or shareholder voting matters that are contested or similarly controversial (as determined by the Council in its discretion). Generally, when a matter is referred to the Council, the decision of the Council will be applied to all accounts for which BNYA exercises proxy voting authority, whether the account is actively managed or managed pursuant to quantitative, index or index-like strategies (“Index Strategies”), unless BNYA determines that the economic interests of a particular account differ and require that a vote be cast differently from the collective vote in order to act in the best interests of such 48  account’s beneficial owners. In all cases, for those clients that have given BNYA authority to vote proxies, the ultimate voting decision and responsibility rests with us. For items referred to it, the Council may determine to accept or reject any recommendation based on the Voting Guidelines, research and analysis provided by its Proxy Advisors or on any independent research and analysis obtained or generated by BNYA and/or BNY’s Proxy Governance group. Because accounts following index strategies are passively managed accounts, research related to an issuer with securities held in these accounts may not be available to the Council. Clients may receive a copy of the Voting Guidelines, as well as the Proxy Voting Policy, upon request. Clients may also receive information on the proxy voting history for their managed accounts upon request. Please contact BNYA for more information. Managing Conflicts It is the policy of the Council to make proxy voting decisions that are solely in the best long-term economic interests of clients. The Council is aware that, from time to time, voting on a particular proposal or with regard to a particular issuer may present a potential for conflict of interest for BNYA. For example, potential conflicts of interest may arise when: (1) a public company or a proponent of a proxy proposal has a business relationship with BNYA or a BNYA affiliate and/or (2) an employee, officer or director of BNYA or a BNYA affiliate has a personal interest in the outcome of a particular proxy proposal. Aware of the potential for conflicts to influence the voting process, the Council consciously developed the Voting Guidelines and structured the Council and its practices with several layers of controls that are designed to ensure that the Council’s voting decisions are not influenced by interests other than those of BNYA’s fiduciary clients. For example, the Council developed its Voting Guidelines with the assistance of internal and external research and recommendations provided by third party vendors but without consideration of any BNYA or BNY client relationship factors. The Council has directed the Proxy Agent to apply the Voting Guidelines to individual proxy items in an objective and consistent manner across client accounts and similarly has directed the Proxy Agent to administer proxy voting for BNYA clients. When proxies are voted in accordance with these pre-determined Voting Guidelines, it is the Council’s view that these votes do not present the potential for a material conflict of interest and no additional safeguards are needed. For those proposals that are referred for discussion and vote to the Council in accordance with the Voting Guidelines or Council direction, the Council votes based upon its principle of seeking to maximize the economic value of the securities held in Client accounts. In this context the Council seeks to address the potential for conflicts presented by such “referred” items through deliberately structuring its membership. The Council consists of senior officers and investment professionals from BNYA, and is supported by members of BNYA’s Compliance, Legal and Risk Management Departments, as necessary. With respect to the potential for personal conflicts of interest, BNY’s Code of Conduct, which is applicable to BNYA, requires that all employees make business decisions free from conflicting outside influences. Under this Code, BNY employees’ business decisions are to be based on their 49  duty to BNY and to their Clients, and not driven by any personal interest or gain. All employees are to be alert to any potential for conflict and to identify and mitigate or eliminate any such conflict. Accordingly, members of the Council with a personal conflict of interest regarding a particular public company or proposal that is being voted upon must recuse themselves from participation in the discussion and decision-making process with respect to that matter. Additionally, there are certain instances where the Council may engage an independent fiduciary to vote proxies as a further safeguard to avoid any potential conflicts of interest or as otherwise required by applicable law. These instances are considered to be “Primary Conflicted Proxies” and they typically arise due to relationships between proxy issuers or companies and BNY, a BNY affiliate, a BNY executive, or a member of BNY’s Board of Directors. When an independent fiduciary is engaged, the fiduciary either will vote the involved proxy, or provide us with instructions as to how to vote such proxy. In the latter case, we will vote the proxy in accordance with the independent fiduciary’s determination. 50  Item 18. Financial Information In certain circumstances, registered investment advisers are required to provide you with financial information or disclosures about their financial condition in this Item. The Firm has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has never been the subject of a bankruptcy proceeding. 51 

Item 1 Cover Page BNY Mellon Advisors, Inc. 1800 American Blvd. Suite 300 – Pod D Pennington, NJ 08534 (800) 200-3033, Option 3 https://www.bny.com/pershing/us/en/solutions/advisory- solutions/investment-advisory-services-and-research.html Form ADV Part 2A Firm Brochure – Intermediary Solutions (as of March 31, 2025) This Firm Brochure (the “Brochure”) provides information about the qualifications and business practices of BNY Mellon Advisors, Inc. (“BNYA”), formerly known as Lockwood Advisors, Inc. (“Lockwood”). If you have any questions about the contents of this Brochure, please contact us at (800) 200-3033, Option 3. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about BNYA is available on the SEC’s website at www.adviserinfo.sec.gov. BNYA is a registered investment adviser with the SEC. SEC registration neither implies nor asserts that the SEC nor any state securities authority has approved or endorsed BNYA or the contents of this disclosure. In addition, SEC registration does not imply a certain level of skill or training.  Item 2 Material Changes Following is a summary of material changes since the last annual update of this Brochure, dated March 29, 2024: • The names of BNYA’s Proprietary Products (as defined in Item 4.A) were updated throughout this Brochure to remove reference to “Mellon.” • Items 5.F and 8.D were updated to reflect the addition of a new product, BNY PortfolioFlex Portfolios. • Items 5.H and 8.D were updated to reflect the renaming of the Custom Tax Management service to BNY Precision Tax Overlay. • Item 4.E was updated to reflect the assets under management and assets under advisement of BNYA as of December 31, 2024. • Items 5.F and 8.D were updated to reflect the addition of a new product, BNY Precision Direct Indexing. • Items 5.G and 8.D were updated to clarify BNYA’s new role as a portfolio manager for Custom Tax Management (formerly known as Custom Tax Solutions). • Item 8.C was updated to describe the conflicts of interest inherent when BNYA contracts with an Affiliated Sub-Adviser (as defined in Item 5.F) for advisory or other services related to the BNYA Managed Products, and how BNYA addresses such conflicts. • Item 16 was updated to reflect that, in cases where BNYA contracts with an Affiliated Sub-Adviser, BNYA may delegate certain advisory and/or other services related to your account to the Affiliated Sub-Adviser. • Item 17 was updated to reflect that, for the BNY Precision Direct Indexing product and Custom Tax Management service, if you opt to have BNYA vote proxies for you, proxies will be forwarded to and voted by BNYA’s Affiliated Sub-Adviser, Mellon Investments Corporation. • Item 4.A was updated to reflect the waiver of BNYA’s fees, as well as describe the inclusion of Proprietary Funds, in BNYA Models. • Item 5 was updated to reflect that, for certain programs in Command, the Sponsor may direct BNYA to place trades for the BNYA Managed Products with a specific broker- dealer, which charges securities commissions and/or other execution costs on a trade-by- trade basis that are in addition to the total advisory fee for the program, and that such commissions and/or other execution costs are typically paid by the Client. 2  • Item 5.C was updated to reflect the waiver of BNYA’s fees, as well as describe the inclusion of Proprietary Funds, in the BNY Target Risk Portfolios product. • Item 8.C was updated to describe conflicts of interest inherent in including Proprietary Funds in BNYA Managed Products (as defined in Item 4.A) and BNYA Models. • Item 8.D was updated to reflect the removal of diversity, equity and inclusion models and ESG models from the BNY Target Risk Focus Portfolios product. Item 8.D was also updated to state that the BNY Target Risk Portfolios models include Proprietary Funds. • Item 8.G was updated to reflect the following changes: o Mellon Investments Corporation, a registered investment adviser and affiliate of BNYA, serves as manager of Custom Tax Solutions (formerly known as Custom Tax Management), which is offered through BNYA. o A Client may elect to have the Model Provider and/or Client choose a substitution security to replace a security within the target Model. • Item 10.B was updated to describe how BNYA Managed Products and BNYA Models may include Proprietary Funds and how BNYA mitigates the conflict of interest that arises in such cases. 3  Item 3 Table of Contents Item 1 Cover Page ............................................................................................................................1 Item 2 Material Changes ........................................................................................................2 Item 3 Table of Contents ........................................................................................................4 Item 4 Advisory Business ......................................................................................................8 A. About BNY Mellon Advisors, Inc. .............................................................................8 B. BNYA Managed Client Account Customization ......................................................12 C. Requirements for Investment Restrictions ................................................................13 D. Differences in Wrap and Non-Wrap Services ..........................................................13 E. Client Assets Under Management or Advisement ....................................................13 Item 5 Fees and Compensation ............................................................................................13 A. BNY AdvisorFlex Portfolios ....................................................................................17 B. BNY Target Risk Focus Portfolios ...........................................................................17 C. BNY Target Risk Portfolios......................................................................................18 D. BNY/American Funds Core Portfolios .....................................................................19 E. BNY Target Retirement Date Portfolios ...................................................................19 F. BNY PortfolioFlex Portfolios ...................................................................................20 G. BNY Precision Direct Indexing ................................................................................21 H. BNY Precision Tax Overlay .....................................................................................22 I. Third Party Model Providers ....................................................................................23 J. Command Sponsor UMA .........................................................................................24 K. Command Sponsor Model Based SMA ....................................................................25 L. Advisory Account Termination ................................................................................26 M. Compensation for the Sale of Securities ...................................................................26 N. Investment of Cash ...................................................................................................27 4  O. Billing for Contributions and Withdrawals...............................................................27 P. Fees Related to International Investments ................................................................28 Item 6 Performance Based Fees and Side-by-Side Management ........................................28 Item 7 Types of Clients ........................................................................................................30 A. Client Description .....................................................................................................30 B. General Requirements ...............................................................................................30 C. Account Minimum Requirements .............................................................................32 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .................................33 A. BNYA as Research Provider ....................................................................................33 B. BNYA as Money Manager .......................................................................................34 C. Potential Conflicts of Interest Relating to BNYA Managed Products and BNYA Models.......................................................................................................................34 D. BNYA as Portfolio Manager: Methods of Analysis, Investment Strategies and Risk of Loss .......................................................................................................................36 E. BNYA Portfolio Manager Services for Third Party Model Providers .....................51 F. BNYA Overlay Services for Command Sponsor UMA ...........................................52 G. BNYA Portfolio Manager Services for Command Sponsor Model Based SMA .....54 H. Composite Performance – BNYA Proprietary Products ..........................................55 I. Performance - Model Providers ................................................................................56 J. Cybersecurity Risk ....................................................................................................56 Item 9 Disciplinary Information ...........................................................................................56 Item 10 Other Financial Industry Activities and Affiliations ................................................58 A. Other Financial Industry Activities ...........................................................................58 B. Financial Industry Affiliations ..................................................................................58 C. Other Relationships ...................................................................................................62 D. Marketing Activities .................................................................................................63 5  E. Other Wrap Products and Services ...........................................................................63 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..................................................................................................................................64 A. Compliance Plan .......................................................................................................64 B. Code of Ethics and Personal Trading........................................................................65 C. Participation or Interest in Client Transactions ........................................................66 D. Privacy Policy ...........................................................................................................67 E. Business Continuity ..................................................................................................67 F. Error Correction ........................................................................................................67 G. Risk Council..............................................................................................................67 Item 12 Brokerage Practices ..................................................................................................68 A. Soft Dollars ...............................................................................................................68 B. Trade Aggregation ....................................................................................................68 C. Trade Rotation Policy ...............................................................................................68 D. Rebalancing...............................................................................................................69 E. Best Execution ..........................................................................................................70 F. InvestCloud Security APL ........................................................................................71 G. Blackout Periods .......................................................................................................71 H. Fractional Shares .......................................................................................................71 Item 13 Review of Accounts ..................................................................................................71 Item 14 Client Referrals and Other Compensation ................................................................72 Item 15 Custody .....................................................................................................................73 Item 16 Investment Discretion ...............................................................................................74 Item 17 Voting Client Securities ............................................................................................74 Item 18 Financial Information................................................................................................78 Schedule of Available Models for Third Party Model Providers Product.....................EXHIBIT A 6  Risks Associated with Certain Investments...................................................................EXHIBIT B BNY Mellon Advisors, Inc. Privacy Policy...................................................................EXHIBIT C BNY Mellon Advisors, Inc. EMEA Privacy Notice……………………...…..…….....EXHIBIT D BNY Mellon Advisors, Inc. ERISA 408(b)(2) Disclosure.............................................EXHIBIT E Compensation Paid to Pershing Advisor Solutions and Pershing by Third Parties…...EXHIBIT F 7  Item 4 Advisory Business A. About BNY Mellon Advisors, Inc. BNY Mellon Advisors, Inc. (“BNYA”), formerly known as Lockwood Advisors, Inc., is a corporation organized in 1995 under the laws of the state of Delaware and opened for business in the summer of 1996. BNYA is registered with the SEC as an investment adviser and is a wholly owned subsidiary of MBC Investments Corporation (“MBCIC”), which in turn is a wholly owned subsidiary of BNY Mellon IHC, LLC (“BNYIHC”). BNYIHC is a wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY”), a publicly-owned company. Between September 30, 2002 and January 1, 2024, BNYA was wholly owned by Pershing Group, LLC; on January 1, 2024, an internal reorganization resulted in a change in the intermediate corporate ownership. Despite this reorganization, the ultimate ownership as well as management and the policies and procedures which govern BNYA’s ownership have not changed. BNYA does not have any offices located outside of the United States. BNY Advisors is the brand name under which BNYA conducts its investment advisory business. Dual Officers Certain of our personnel act as officers or employees of one or more of our affiliates (“dual officers”), including The Bank of New York Mellon (the “Bank”) and BNY Mellon, N.A., for the purpose of performing investment management and related functions. In their capacities as dual officers, these personnel provide discretionary investment advisory services to certain clients and collective investment funds of the Bank and we receive a fee for these advisory services. When BNYA personnel perform investment management and related functions for acting as dual officers of the Bank or BNY Mellon, N.A., BNYA receives compensation. In certain instances, we may enter into revenue sharing arrangements with affiliates where we receive a portion of the fee or bill the entire fee to the client and reimburse the affiliate for amounts in excess of our revenue share. When we share personnel with our affiliates pursuant to these arrangements, such personnel will be subject to BNYA’s compliance policies and procedures when acting on behalf of BNYA, and they will be subject to the policies and procedures of the affiliate when acting on behalf of that affiliate. 1. Programs Sponsored by BNYA BNYA, in general, offers its portfolio management services in various wrap fee programs where either BNYA or a third-party serves as the program sponsor. BNYA serves as the sole program sponsor (“Sponsor”) for its Managed360 Program, which is described in a separate Form ADV Part 2A, Appendix 1 Wrap Fee Brochure (“Wrap Fee Brochure”). For accounts in the Managed360 Program, the custodian is an affiliate of BNYA, Pershing LLC (“Pershing”), which is a SEC registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”), the Securities Investor Protection Corporation and the New York Stock Exchange. 8  In the Managed360 Program, BNYA provides services to broker-dealers, registered investment advisers, and other financial intermediaries (“Firms” or “Firm” in the singular) which, in turn, provide investment advice and consulting services to their clients (“Clients”). BNYA also provides services to certain institutional clients, including retirement and savings plans, outside of the Managed360 Program. Information about BNYA’s fees and services, including its portfolio management services that are available in the Managed360 Program are described in its Wrap Fee Brochure. 2. Programs Sponsored by Third-Parties BNYA also offers its portfolio management services on platforms where a third-party broker- dealer or investment adviser, other than BNYA, serves as the Sponsor of the wrap fee program. BNYA offers such portfolio management services through Pershing’s Managed Account Command platform (“Command”). In Command, BNYA and Pershing provide administrative services to the Sponsors and certain Sponsors have selected BNYA to provide portfolio management services to certain of their Clients. In Command, either Pershing, another affiliate of BNYA, or an unaffiliated third-party financial services firm serves as the custodian. Client level advice is generally performed by an employee, agent, affiliate or other delegated persons of the Sponsor (collectively, “Consultants”). Each third-party Sponsor’s wrap fee program is described in their Wrap Fee Brochure. Command may also include the offering of managed accounts programs that are not “wrap programs” but where the Firm is an investment adviser to the Client and access is provided to the same investment strategies/programs describe herein. These offerings are still considered part of the Command platform with the only difference being that the investments are not offered in such a manner that the brokerage fees are wrapped with the investment advisory fees charged by the Firm, and the offering therefore does not meet the definition of a “wrap program”. The expectations of BNYA (and Pershing) as it relates to the roles and responsibilities of the Firm are the same. Certain Sponsors offer access to their programs through digital advice platforms (“Digital Portfolios”). Such Digital Portfolios are made available through technology provided by Pershing or other third party providers. Digital Portfolios generally offer a fee-based digital advice solution to Sponsors’ existing/prospective end Clients designed to collect basic information from the user, including age, investment objective, time horizon and initial and periodic investments. A risk-tolerance questionnaire is included as a guide to assist the user in selecting a model. BNYA may provide portfolio management or other advisory services in connection with certain Digital Portfolios programs in Command. This Brochure describes BNYA’s advisory products and services it provides to the Clients of third-party Firms, where BNYA does not also serve as a Sponsor. More information about BNYA’s advisory products and services is included in Item 8 of this Brochure. A brief description of the products and services, which may be offered as wrap or non-wrap, follows: BNY AdvisorFlex Portfolios (formerly known as Lockwood AdvisorFlex Portfolios) is a flexible mutual fund and exchange-traded fund (“ETF”) account product available in Command; 9  BNY Target Risk Focus Portfolios (formerly known as Lockwood WealthStart® Portfolios) is a fixed mutual fund and ETF product available in Command. The former Lockwood ESG ETF Portfolios models are now part of BNY Target Risk Focus Portfolios; BNY Target Risk Portfolios (formerly known as Lockwood Asset Allocation Portfolios) is a fixed mutual fund and ETF account product available in Command; BNY/American Funds Core Portfolios (formerly known as Lockwood/American Funds Core Portfolios) is a fixed mutual fund and ETF account product constructed using American Funds mutual funds available in Command; BNY Target Retirement Date Portfolios is a multi-discipline mutual fund and ETF account product available in Command, in which asset class/style allocations shift to a more conservative profile over time to seek to minimize risk as the applicable target retirement date approaches; BNY PortfolioFlex Portfolios is a managed account product available in Command where BNYA, serving as overlay manager, determines the asset allocation strategy and available investment vehicle selections for each investment style in the portfolios. BNY Precision Direct Indexing is a discretionary separately managed account product available in Command, which offers customized portfolios constructed using equity securities that track a target benchmark. BNY Precision Tax Overlay (formerly known as Custom Tax Management) is a service available for certain products in Command, which includes tax transition management and on-going tax overlay management; In the Third Party Model Providers product, BNYA provides you with access to, and serves as the portfolio manager for, model portfolios generated by third party model providers (“Third Party Model Providers”). Third Party Model Providers are available in Command, although the availability of specific Third Party Model Providers may vary by program and Sponsor; In the Command Sponsor Unified Managed Account (“UMA”) product, BNYA serves as the overlay manager, using model portfolios from Third Party Model Providers selected by the Sponsor. In certain instances, a portion of Client assets within Command Sponsor UMA are managed by a third party money manager (“Sleeve Manager”) on a discretionary basis; In the Command Sponsor Model Based Separately Managed Accounts (“SMA”) product BNYA serves as the portfolio manager, using model portfolios from Third Party Model Providers selected by the Sponsor. Third Party Model Providers who provide model portfolios for the Third Party Model Providers product, the Command Sponsor UMA product and/or the Command Sponsor Model Based SMA product are collectively referred to as “Model Providers” in this Brochure. The model portfolios provided by Model Providers are collectively referred to as “Models.” BNY AdvisorFlex Portfolios, BNY Target Risk Focus Portfolios, BNY Target Risk Portfolios, BNY/American Funds Core Portfolios, BNY Target Retirement Date Portfolios and BNY 10  PortfolioFlex Portfolios are collectively referred to as “BNYA Proprietary Products” in this Brochure. The BNYA Proprietary Products, along with the Third Party Model Providers product, Command Sponsor UMA product, Command Sponsor Model Based SMA product, Precision Direct Indexing product and BNY Precision Tax Overlay service are collectively referred to as “BNYA Managed Products” in this Brochure. In certain cases, the name of a Product as communicated by your Sponsor will differ from the naming used in this Brochure. If you have any questions with respect to the Product that is applicable to you, please contact your Consultant. Products specifically made available to you vary based on the Sponsor. 3. Institutional Advice BNYA provides investment advice and analysis to financial intermediaries, including research on mutual funds, ETFs, and SMA offerings. 4. BNYA as Model Provider BNYA provides investment model portfolios, (“BNYA Models”) to Firms and clients of BNYA for use by them in providing investment services to their Clients. BNYA is paid a fee (“BNYA Model Fee”), in basis points, on the assets being managed pursuant to the BNYA Models. The models are typically representative of other BNYA Managed Products, such as the BNY Target Risk Portfolios, which is a mutual fund/ETF account product managed by BNYA on multiple investment platforms. BNYA does not have any investment discretion in the management of Client accounts that use the BNYA Models. Beginning October 1, 2024, certain BNYA Models will include mutual funds and/or ETFs that are advised or sub-advised by an investment advisory affiliate of BNYA (“Proprietary Funds”). Proprietary Funds are subject to the same disciplined due diligence process that BNYA employs for non-proprietary investments. BNYA believes these selections enhance its portfolios and provide access to the industry-leading investment firms within BNY. Given that BNYA’s affiliates receive compensation when Proprietary Funds are included in a BNYA Model, BNYA will waive the BNYA Model Fee for BNYA Models that include Proprietary Funds beginning October 1, 2024, to mitigate any conflict of interest. Firms that use models which include Proprietary Funds may receive discounts on fees for services received by BNYA or BNYA affiliates, if the use of Proprietary Funds meet certain negotiated dollar thresholds. In February of 2022, BNYA’s former affiliate, Sumday Administration, LLC (“Sumday”) was acquired by Vestwell Holdings, Inc, and contemporaneously BNYA entered into agreements with Vestwell Advisors, Inc, and Vestwell State Savings, LLC, (collectively “Vestwell”) to provide recommendations to Vestwell for BNYA Models and underlying investments of the BNYA Models consistent with investment objectives identified by Clients of Vestwell. Clients of Vestwell include, but are not limited to, sponsors of 401(k) Plans, College 529 Plans, ABLE 529A Plans, State Sponsored “Secure Choice” Retirement Plans, Health Savings Account Investment Plans and retail facing broker-dealer investment accounts. BNYA does not have any 11  investment discretion with respect to any of these programs. Vestwell provides investment advisory, program management, recordkeeping and administrative support services to their Clients. BNYA is paid a fee (in basis points) pursuant to the agreements between BNYA and Vestwell. In some instances, BNYA is a party to the agreements, along with Vestwell, to provide BNYA Models to Vestwell’s Clients. 5. Direct Indexing Portfolio Management BNYA provides portfolio management services to institutional clients who elect to utilize proprietary direct indexing technology. Clients of BNYA who elect this service choose an index strategy which the client modifies by providing specific investment management guidelines to BNYA. Pursuant to an investment management agreement with the Client, BNYA monitors the portfolio and re-balances the investments periodically as it deems necessary. In the event that a client chooses a cash sweep option which is managed by an affiliate, assets in that investment will be excluded from BNYA’s billing. 6. Health Savings Account Offering BNYA provides investment advice to its affiliate, BNY Mellon Investment Servicing Trust Company (“Investment Servicing”), relating to mutual funds for Investment Servicing’s Health Savings Account (“HSA") offering. BNYA's role is limited to providing Investment Servicing initial and ongoing investment research related to recommended mutual funds to be available within the HSA offering. The final selection of funds for inclusion in the HSA offering is determined by Investment Servicing. BNYA does not provide advice to end investors using the HSA offering. BNY Mellon Investment Servicing (US) Inc. is the servicer of the HSA offering, and provides services for the HSA on behalf of Investment Servicing. BNYA, Investment Servicing, and BNY Mellon Investment Servicing (US) Inc. are affiliated parties, and are each an indirect wholly-owned subsidiary of BNY. Certain mutual fund companies that comprise the universe of mutual funds considered for inclusion in the HSA offering, their investment advisers and/or sub-advisers, are affiliates of BNY. The relationship of the mutual fund company, investment adviser and/or sub-adviser with BNY is not a factor that BNYA considers when making recommendations relating to mutual funds for the HSA offering. BNYA may make recommendations regarding inclusion of funds in the HSA that differ from decisions or recommendations regarding funds included in other products or programs managed by BNYA. B. BNYA Managed Client Account Customization Your Consultant is responsible for assisting you in making investment selections that are consistent with your individual investment goals and objectives. After your Consultant collects financial and personal information from you, you and your Consultant decide on an asset allocation strategy. Certain Consultants use software and research provided by BNYA to assist you in identifying your goals. 12  C. Requirements for Investment Restrictions You may impose restrictions on specific securities or the types of securities (based on industry) to be bought and sold in your account. Reasonable restrictions will be considered; however, BNYA may refuse any restriction it believes may interfere with its investment discipline, in its sole discretion. Restrictions cannot be applied to the underlying holdings of pooled investment vehicles, such as mutual funds or ETFs, because trading by BNYA is done at the fund level and not at the underlying security level. D. Differences in Wrap and Non-Wrap Services The BNYA Managed Products are generally offered through wrap fee programs. In a wrap fee program, BNYA's advisory fees are assessed to the Sponsor firm and BNYA receives its proportion of the total fee paid to the Sponsor by the Client. E. Client Assets Under Management or Advisement As of December 31, 2024, BNYA had total assets under management or advisement of $176,861,478,756. This figure is comprised of: $23,672,523,548 managed on a discretionary basis; $147,532,682,680 managed on a non-discretionary basis, advisory services provided to BNY Mellon, N.A., and accounts for which we provide a model of securities but do not arrange or effect the purchase or sale of the securities, as further described in Item 4.A.4 (BNYA as Model Provider) of this Brochure; and $5,656,272,528 managed by certain of our employees in their capacity as dual officers of the Bank. The assets under management figures referenced above differ from the regulatory assets under management required to be reported in Form ADV Part 1A. Item 5 Fees and Compensation Your total advisory fee will vary depending on the products and services you select. Typically, your total advisory fee will include the Sponsor fee (if applicable), BNYA advisory fee, Model Provider fee, Sleeve Manager fee and/or sub-adviser fee (if applicable), an administrative fee, a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account), and a Consultant fee (as determined by the program Sponsor), as described below. In cases where the custodian is a third-party firm not affiliated with BNYA, the clearing and custody and other related fees will be charged separately by the custodian or Sponsor. Fees are calculated as an annual percentage of assets based on the value of the account. In evaluating a wrap fee program, Clients should consider a number of factors. In many instances, a Client is able to obtain some or all of the services available through a particular wrap fee program on an “unbundled” basis through the program Sponsor or through other firms and, 13  depending on the circumstances, the aggregate of any separately paid fees may be lower (or higher) than the single, all-inclusive fee charged in the wrap fee program. Payment of an asset- based fee may or may not produce accounting, bookkeeping or income tax results that differ from those resulting from the separate payment of (i) securities commissions and other execution costs on a trade-by-trade basis and (ii) advisory fees. Any securities or other assets used to establish a wrap fee program account may be sold, and the Client will be responsible for payment of any taxes due. BNYA recommends that each Client consult with his or her tax adviser or accountant regarding the tax treatment of wrap fee program accounts. Depending on the BNYA Managed Product(s) you select, BNYA, Model Providers and/or Sleeve Managers determine the amount of trading in your account. The amount of trading activity will depend on a number of factors such as the strategy selected, the investment approach and philosophy, asset class(es) that the portfolio invests in, market conditions and account restrictions. Depending on the amount of trades placed over a given period of time, the wrap fee charged to you may be greater than what would otherwise be charged to you on an unbundled trade-by-trade basis during that same period of time. You should review your account statements to understand the level of trading as well as periodically talk to your Consultant about the level of trading in your account, the fees involved and whether a wrap fee program and the particular investment option(s) you selected remain suitable for you. BNYA reserves the right, in its sole discretion, to negotiate or modify the basic fees set forth herein for any Sponsor due to a variety of factors, including but not limited to: type and size of the accounts, the historical or anticipated transaction activity, the level of reporting and administrative operations required, the investment strategy or style, the number of portfolios or accounts involved, the Sponsor’s total relationship assets under management, terms of the relationship between BNYA and Sponsor, and/or the number and types of services provided for the Sponsor. Because BNYA’s fees are negotiable, the actual fee paid by any Client or group of Clients may differ by program and Sponsor. The Sponsors and Consultants set and charge fees independently and, accordingly, the fees charged by Sponsors and Consultants may vary. Such fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. In addition to the aforementioned, there are other costs assessed which are not included in the total advisory fee, such as fees, expenses and charges levied by mutual funds, ETFs and money market funds. In addition, there are other fees charged by the custodian, as applicable, that are not included in the total advisory fee, such as costs associated with the purchase and sale of certain mutual funds and other similar securities held in your account, dealer mark-ups, mark- downs, commissions, odd-lot differentials, exchange or auction fees, transfer taxes, costs for transactions executed other than at the custodian, any fees imposed by the SEC, electronic fund and wire transfers, fees for client-initiated transfers, costs associated with temporary investment of your funds in a cash management account, trust services charges, annual IRA custodial fees, IRA termination fees, custodial fees for prototype pension and profit sharing plans and Keoghs, custodial fees associated with special circumstances or events, such as transfer on death, returned check fees, paper delivery surcharges for brokerage statements and trade confirmations, and other charges mandated by law. Further, interest will normally be charged on a negative balance in your account. If Pershing has custody of the assets, it will credit interest and dividends to the account. Please review your investment advisory agreement for further information on how your Sponsor charges and collects fees. 14  BNYA does not charge or receive compensation in connection with the purchase or sale of securities, mutual funds or other investment products. However, for certain programs in Command, the Sponsor may direct BNYA to place trades for the BNYA Managed Products with a specific broker-dealer, selected by the Sponsor, which charges securities commissions and/or other execution costs on a trade-by-trade basis that are in addition to the total advisory fee paid by the Client in connection with the program. The commissions and/or other execution costs are typically paid by the Client, and are set forth in the applicable written agreement between the Sponsor or its Consultant and the Client. Certain of our affiliates also accept compensation for the sale and servicing of securities, mutual funds or other investment products. Accepting compensation for the sale and servicing of securities, mutual funds or other investment products gives rise to a conflict of interest in that it gives an incentive to recommend investment products based on the compensation our affiliates receive, rather than solely on a Client’s needs. BNYA addresses this conflict of interest by structuring the wrap fee products it manages so that fees are based on assets under management, rather than transactions, and by applying the same criteria in deciding whether or not to offer a BNYA Managed Product regardless of whether it results in such compensation paid to any of its affiliates. The fees described above do not include transaction charges for execution other than at your custodian. Please refer to Item 12 (Brokerage Practices) for more information about the applicable brokerage practices. With respect to mutual funds used in any accounts for any of the BNYA Managed Products, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each respective mutual fund’s prospectus. For complete details, you should review each mutual fund’s prospectus. If your assets are custodied with Pershing, the mutual funds used in the BNYA Managed Products are made available through Pershing. In such cases, BNYA’s affiliates, Pershing and Pershing Advisor Solutions, receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYA invests in on behalf of Clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis. More information regarding fees paid to and compensation received by Pershing and Pershing Advisor Solutions is contained in Exhibit E. • 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYA selects a share class that pays a 12b-1 fee, the broker- dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds. 15  • Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and as a result Pershing maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by the funds’ affiliates or distributor. • Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by the funds’ affiliates or distributor. • No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by the funds’ affiliates distributor. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYA for use in all BNYA Managed Products, and clients should not assume that BNYA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund offered by BNYA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a Client is eligible or that might otherwise be available if a Client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYA receives, you should consider not just the fees received by BNYA (as set forth for the applicable BNYA Managed Products below), but also the additional compensation BNYA’s affiliates receive from the funds in the chosen BNYA Managed Product. Additionally, the mutual fund may require an agreement with the Firm to permit the Firm to purchase the funds, or a particular share class. When selecting the share class of a mutual fund used in the BNYA Managed Products, BNYA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to Clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a fund or share class. BNYA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. 16  Please refer to Item 8.C (Potential Conflicts of Interest Relating to BNYA Managed Products and BNYA Models) for an explanation of the conflict presented when Client assets are invested in Proprietary Funds, or when Proprietary Funds are included in BNYA Models, along with an explanation of how Client fees are treated for such investments. A. BNY AdvisorFlex Portfolios BNYA receives a maximum annual fee (“Program Fee”) of 0.40% for BNY AdvisorFlex Portfolios (“AdvisorFlex Portfolios”), formerly known as Lockwood AdvisorFlex Portfolios, in Command. The Program Fee for AdvisorFlex Portfolios includes BNYA’s advisory fee, the administrative fee and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. The fee BNYA receives for AdvisorFlex Portfolios is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. These additional fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. The Program Fee for AdvisorFlex Portfolios does not include fees or expenses which may be associated with the underlying pooled investment vehicles (such as mutual funds and ETFs), which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. B. BNY Target Risk Focus Portfolios BNYA receives a maximum annual Program Fee of 0.37% for BNY Target Risk Focus Portfolios (“Target Risk Focus Portfolios”), formerly known as Lockwood WealthStart Portfolios, in Command. The Program Fee for Target Risk Focus Portfolios includes BNYA’s advisory fee, the administrative fee and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. The fee BNYA receives for Target Risk Focus Portfolios is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. These additional fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. The Program Fee for Target Risk Focus Portfolios does not include fees or expenses that may be associated with the underlying pooled investment vehicles (such as mutual funds and ETFs), 17  which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. The services offered by BNYA for Target Risk Focus Portfolios may differ from the services offered in other BNYA Managed Products with a higher minimum account size. These differences may include, without limitation, fewer securities positions within individual models, a more limited number of security types held, more limited performance reporting, and fewer or different triggers for account rebalancing. C. BNY Target Risk Portfolios BNYA receives a maximum annual Program Fee of 0.25% for BNY Target Risk Portfolios (“Target Risk Portfolios”), formerly known as Lockwood Asset Allocation Portfolios, in Command. Beginning October 1, 2024, Target Risk Portfolios will include Proprietary Funds. Proprietary Funds are subject to the same disciplined due diligence process that BNYA employs for non-proprietary investments. BNYA believes these selections enhance its portfolios and provide access to the industry-leading investment firms within BNY. Given that BNYA’s affiliates receive compensation when Proprietary Funds are included in Target Risk Portfolios, BNYA will waive its advisory fee related to Target Risk Portfolios beginning October 1, 2024, to mitigate any conflict of interest. The Program Fee for Target Risk Portfolios includes an administrative fee and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. The Program Fee for Target Risk Portfolios is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. These additional fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. The Program Fee for Target Risk Portfolios does not include fees or expenses which may be associated with the underlying pooled investment vehicles (such as mutual funds and ETFs), which include advisory fees and operational expenses such as transfer agent, distribution (12b- 1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. In certain instances, BNYA may share a portion of its fee with the Sponsor to cover administrative services associated with sponsor activities, subject to the following schedule: 18  Account Size Fee to Sponsor First $500,000 0.03% Next $500,000 0.02% Next $4,000,000 0.01% Next $5,000,000 0.01% Over $10,000,000 0.01% D. BNY/American Funds Core Portfolios BNYA receives a maximum annual Program Fee of 0.37% for BNY/American Funds Core Portfolios, formerly known as Lockwood/American Funds Core Portfolios, in Command. The Program Fee for BNY/American Funds Core Portfolios includes BNYA’s advisory fee, the administrative fee and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. The fee BNYA receives for BNY/American Funds Core Portfolios is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. These additional fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. The Program Fee for BNY/American Funds Core Portfolios does not include fees or expenses which may be associated with the underlying pooled investment vehicles (such as mutual funds and ETFs), which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. With respect to BNY/American Funds Core Portfolios, BNYA, serving as the portfolio manager, allocates investor assets systematically across multiple asset classes and styles using American Funds mutual funds and other select ETFs in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA is solely responsible for the fund selection and construction of BNY/American Funds Core Portfolios, and neither American Funds Distributors, Inc. nor its affiliates are involved in such activities, nor do American Funds Distributors, Inc. or its affiliates serve as investment adviser to Client accounts. The securities currently used in BNY/American Funds Core Portfolios are subject to change at BNYA’s sole discretion. E. BNY Target Retirement Date Portfolios 19  BNYA receives a maximum annual Program Fee of 0.37% for BNY Target Retirement Date Portfolios (“Target Retirement Date Portfolios”) in Command. The Program Fee for Target Retirement Date Portfolios includes BNYA’s advisory fee, the administrative fee and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. The fee BNYA receives for Target Retirement Date Portfolios is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. These additional fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. The Program Fee for Target Retirement Date Portfolios does not include fees or expenses which may be associated with the underlying pooled investment vehicles (such as mutual funds and ETFs), which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. F. BNY PortfolioFlex Portfolios BNYA receives a maximum annual fee Program Fee of 0.25% for BNY PortfolioFlex Portfolios (“PortfolioFlex Portfolios”), in Command. The Program Fee for PortfolioFlex Portfolios includes BNYA’s advisory fee, the administrative fee and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. The fee BNYA receives for PortfolioFlex Portfolios is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. These additional fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. In addition to the Program Fee, Model Providers included in PortfolioFlex generally charge a fee (“Model Provider Fee). The Model Provider Fee varies by Model Provider and Model, and may vary by program and Sponsor. Please consult your Sponsor or Consultant for more information about the fees applicable to your account and the Model Providers available to you. You can expect that the Model Provider Fee will include an Administrative Fee received by Pershing for services associated with trade administration support for the Model Providers, the portfolio accounting system, the billing support provided to Model Providers, tax lot or performance reporting and other administrative services. In certain instances, the Administrative Fee will be paid by the Sponsor, reduced or waived. Because the Administrative Fees that Pershing receives differ across Model Providers, BNYA has an incentive to make available certain Model 20  Providers where such fees favor Pershing. BNYA manages this conflict in two ways. First, BNYA applies the same criteria in making Model Providers available regardless of fee structure. Second, the PortfolioFlex Portfolios product is structured in such a way where the decision regarding which Model Providers to select rests with Clients in consultation with the Consultant. Please refer to each Model Provider’s and Sleeve Manager’s Form ADV Part 2 or, if applicable, their disclosure brochures for more information about their fees. The Program Fee for PortfolioFlex Portfolios does not include fees or expenses which may be associated with the underlying pooled investment vehicles (such as mutual funds and ETFs), which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. Mutual funds and/or ETFs included within some Model Provider Models may be advised or otherwise affiliated with the Model Provider (“Model Provider Affiliated Funds”). As a result, the Model Provider or its affiliates would receive fees from the Model Provider Affiliated Funds in addition to any applicable Model Provider Fee. PortfolioFlex Portfolios include Proprietary Funds as an investment option for certain asset classes. Proprietary Funds are subject to the same disciplined due diligence process that BNYA employs for non-proprietary investments. BNYA believes these selections enhance its portfolios and provide access to the industry-leading investment firms within BNY. Given that BNYA’s affiliates receive compensation when Proprietary Funds are included in PortfolioFlex Portfolios, BNYA excludes Client assets invested in Proprietary Funds for purposes of calculating its advisory fee, to mitigate any conflict of interest. Investment options may also include Model Provider Models provided by an investment advisory affiliate of BNYA (“Affiliated Models”). Given that BNYA’s affiliates receive compensation when Affiliated Models are included in PortfolioFlex Portfolios, BNYA excludes Client assets invested in Affiliated Models for purposes of calculating its advisory fee, to mitigate any conflict of interest. G. BNY Precision Direct Indexing The BNY Precision Direct Indexing (“Precision Direct Indexing”) product is available in Command only for accounts in which a third-party firm unaffiliated with BNYA serves as the custodian. This product is not available to non-US residents or retirement plans covered under ERISA. IRA accounts not covered under ERISA are permitted in this product. The maximum annual Program Fee for the BNY Precision Direct Indexing (“Precision Direct Indexing”) product in Command is 0.18%, which includes BNYA’s advisory fee. BNYA serves as portfolio manager for Precision Direct Indexing, and has contracted with its affiliate, Mellon Investments Corporation (“MIC”), a registered investment adviser and subsidiary of The Bank of New York Mellon Corporation, as a sub-adviser (an “Affiliated Sub- 21  Adviser”) to provide certain advisory and/or other services related to your account. This sub- advisory relationship creates a conflict for BNYA, as our affiliates receive compensation in connection with the sub-advisory services they provide to BNYA. In order to address this conflict, BNYA waives the Program Fee for Precision Direct Indexing. The Program Fee does not include any clearing and custody fees charged by the unaffiliated third-party custodian or sub-advisory fees charged by MIC. Your Sponsor and/or Consultant may also charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. Please refer to MIC’s Form ADV Part 2 brochure for information regarding its sub-advisory fees. Additional fees charged by the Sponsor and/or its Consultants should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. H. BNY Precision Tax Overlay The BNY Precision Tax Overlay (“Precision Tax Overlay”) service is available in Command only for accounts in which a third-party firm unaffiliated with BNYA serves as the custodian. This product is not available to non-US residents, IRA accounts or retirement plans covered under ERISA. The maximum annual Program Fee for the Precision Tax Overlay service in Command is 0.10%, which includes BNYA’s advisory fee. This fee is in addition to the Program Fee for the BNYA Managed Product(s) to which Precision Tax Overlay is added. At the time of this Brochure, the BNYA Managed Products eligible for Precision Tax Overlay include Command Sponsor Model Based SMA. BNYA serves as portfolio manager for Precision Tax Overlay, and has contracted with its affiliate, MIC, as a sub-adviser to provide certain advisory and/or other services related to your account. This sub-advisory relationship creates a conflict for BNYA, as our affiliates receive compensation in connection with the sub-advisory services they provide to BNYA. In order to address this conflict, BNYA waives the Program Fee for Precision Tax Overlay . The Program Fee does not include any clearing and custody fees charged by the unaffiliated third-party custodian or sub-advisory fees charged by MIC. Your Sponsor and/or Consultant may also charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. Please refer to MIC’s Form ADV Part 2 brochure for information regarding its sub-advisory fees. Additional fees charged by the Sponsor and/or its Consultants should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. BNYA’s fee for Precision Tax Overlay does not include fees or expenses which may be associated with any underlying pooled investment vehicles (such as mutual funds and ETFs) held by the respective BNYA Managed Product, which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. 22  When a Client has elected to employ the use of substitution securities to replace securities within the target Model(s), substitution securities may include pooled investment vehicles (such as mutual funds and ETFs). The expenses and charges levied by pooled investment vehicles used as substitution securities may be higher (or lower) than the respective securities being replaced. I. Third Party Model Providers BNYA receives a maximum annual Program Fee of 0.30% for the Third Party Model Providers product in Command. The Program Fee for the Third Party Model Providers product typically includes BNYA’s advisory fee, the administrative fee and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. The fee BNYA receives for the Third Party Model Providers product is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may also charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. These additional fees should be disclosed in the Sponsor’s Form ADV Wrap Fee Brochure. In addition to the Program Fee for the Third Party Model Providers product, certain Third Party Model Providers charge a Model Provider Fee. The Model Provider Fee varies by Model Provider and Model, and is shown in Exhibit A of this Brochure. The Model Provider Fee may vary by program and Sponsor. Please note that all Models or Third Party Model Providers included in Exhibit A may not be available in every Sponsor’s program. Please consult your Sponsor or Consultant for more information about the fee applicable to your account and the Third Party Model Providers available to you. With respect to certain Model Providers, the Model Provider Fee will include an administrative fee received by Pershing (“Administrative Fee”) for services associated with trade administration support for the Models, the portfolio accounting system, the billing support provided to Model Providers, tax lot or performance reporting and other administrative services. In certain instances the Administrative Fee will be paid by the Sponsor, reduced or waived. Because the Administrative Fees that Pershing receives differ across Model Providers, BNYA has an incentive to make available certain Model Providers where such fees favor Pershing. BNYA manages this conflict of interest in two ways. First, BNYA applies the same criteria in making Model Providers available regardless of fee structure. Second, the Third Party Model Providers product is structured in such a way where the decision regarding which Model Providers and Sleeve Managers to make available to Clients rests with the Sponsors, and the decision regarding which Model Providers and Sleeve Managers to select rests with Clients in consultation with their Consultant. The Program Fee for the Third Party Model Providers product does not include fees or expenses associated with the specific underlying pooled investment vehicles (such as mutual funds and ETFs), which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear 23  higher expenses than if you invested directly in the securities held by the pooled investment vehicle. In addition, the mutual funds and/or ETFs included within some Third Party Model Provider Models may be advised or otherwise affiliated with the Third Party Model provider (“Third Party Model Provider Affiliated Funds”). As a result, the Third Party Model Provider or its affiliates would receive fees from the Third Party Model Provider Affiliated Funds in addition to any applicable Third Party Model Provider Fee shown in Exhibit A. J. Command Sponsor UMA Presently, BNYA receives a maximum annual Program Fee of 0.25% for Command Sponsor UMA in Command; however, BNYA’s fees for its services as overlay manager in Command Sponsor UMA will vary by program and Sponsor. The Program Fee for Command Sponsor UMA typically includes BNYA’s fee for overlay services, the fee for platform and administrative services, and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. Examples of platform and administrative services include providing performance reports, periodic account billing, document processing and providing information systems. Please consult your Sponsor or your Consultant for more information about what is included in the Program Fee applicable to your account. The fee BNYA receives for Command Sponsor UMA is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may also charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. In addition to the Program Fee, Model Providers and Sleeve Managers included in Command Sponsor UMA generally charge a fee (Model Provider Fee and “Sleeve Manager Fee,” respectively). The Model Provider Fee and Sleeve Manager Fee varies by Model Provider, Sleeve Manager and Model, and may vary by program and Sponsor. Please consult your Sponsor or Consultant for more information about the fees applicable to your account and the Model Providers and Sleeve Managers available to you. You can expect that the Model Provider Fee and Sleeve Manager Fee will include an Administrative Fee received by Pershing for services associated with trade administration support for the Model Providers, the portfolio accounting system, the billing support provided to Model Providers/Sleeve Managers, tax lot or performance reporting and other administrative services. In certain instances, the Administrative Fee will be paid by the Sponsor, reduced or waived. Because the Administrative Fees that Pershing receives differ across Model Providers and Sleeve Managers, BNYA has an incentive to make available certain Model Providers/Sleeve Managers where such fees favor Pershing. BNYA manages this conflict of interest in two ways. First, BNYA applies the same criteria in making Model Providers and Sleeve Managers available regardless of fee structure. Second, the Command Sponsor UMA product is structured in such a way where the decision regarding which Model Providers and Sleeve Managers to make available to Clients rests with the Sponsors and the decision regarding which Model Providers and Sleeve Managers to select rests with Clients in consultation with the Consultant. 24  Please refer to each Model Provider’s and Sleeve Manager’s Form ADV Part 2 brochure or, if applicable, other disclosure document(s) for more information about their fees. A Command Sponsor UMA account with a balance close to the minimum investment may have limited Model Provider and Sleeve Manager options available. BNYA does not select, or provide any advice with respect to the selection of any particular Model Provider(s) or Sleeve Manager(s), or any particular number of Model Providers or Sleeve Managers, for inclusion in a Sponsor’s program or for your account. The Program Fee for Command Sponsor UMA does not include any fees or expenses associated with the specific underlying, pooled investment vehicles (such as mutual funds and ETFs) included in your account, which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. In addition, the mutual funds and/or ETFs included within some Model Provider Models may include Model Provider Affiliated Funds. As a result, the Model Provider or its affiliates would receive fees from the Model Provider Affiliated Funds in addition to any applicable Model Provider Fee. In certain instances, BNYA Proprietary Product(s) may be an investment option available within Command Sponsor UMA. K. Command Sponsor Model Based SMA Presently, BNYA receives a maximum annual Program Fee of 0.22% for Command Sponsor Model Based SMA in Command; however, BNYA’s fees for its services as portfolio manager in Command Sponsor Model Based SMA may vary by program and Sponsor. The Program Fee for Command Sponsor Model Based SMA typically includes BNYA’s advisory fee, the fee for platform and administrative services, and a clearing and custody fee paid to BNYA’s affiliate, Pershing or BNY Mellon, N.A. (if either serves as custodian for your account). In cases where an unaffiliated third-party firm serves as custodian, the Program Fee does not include the clearing and custody fee or other related fees charged by the custodian. Examples of platform and administrative services include providing performance reports, periodic account billing, document processing and providing information systems. Please consult your Sponsor or your Consultant for more information about what is included in the Program Fee applicable to your account. The fee BNYA receives for Command Sponsor Model Based SMA is set forth in an agreement between BNYA and your Sponsor. Your Sponsor and/or Consultant may also charge additional fees subject to the applicable written agreement between the Sponsor or its Consultant and you. In addition to the Program Fee, Model Providers included in Command Sponsor Model Based SMA generally charge a Model Provider Fee. The Model Provider Fee varies by Model Provider and Model, and may vary by program and Sponsor. Please consult your Sponsor or Consultant 25  for more information about the fees applicable to your account and the Model Providers available to you. You can expect that the Model Provider Fee will include an Administrative Fee received by Pershing for services associated with trade administration support for the Model Providers, the portfolio accounting system, the billing support provided to Model Providers, tax lot or performance reporting and other administrative services. In certain instances the Administrative Fee will be paid by the Sponsor, reduced or waived. Because the Administrative Fees that Pershing receives differ across Model Providers, BNYA has an incentive to make available certain Model Providers where such fees favor Pershing. BNYA manages this conflict of interest in two ways. First, BNYA applies the same criteria in making Model Providers available regardless of fee structure. Second, the Command Sponsor Model Based SMA product is structured in such a way where the decision regarding which Model Providers to make available to Clients rests with the Sponsors and the decision regarding which Model Providers to select rests with Clients in consultation with the Consultant. Please refer to each Model Provider’s Form ADV Part 2 brochure or, if applicable, other disclosure document(s) for more information about its fees. BNYA does not select, or provide any advice with respect to the selection of any particular Model Provider(s) or Model(s), or any particular number of Model Providers or Models for inclusion in a Sponsor’s program or for your account. The Program Fee for Command Sponsor Model Based SMA does not include any fees or expenses associated with the specific underlying pooled investment vehicles (such as mutual funds and ETFs) included in your account, which include advisory fees and operational expenses such as transfer agent, distribution (12b-1), shareholder servicing, networking, recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such pooled investment vehicles and, as a result, you may bear higher expenses than if you invested directly in the securities held by the pooled investment vehicle. In addition, the mutual funds and/or ETFs included within some Model Provider Models may include Model Provider Affiliated Funds. As a result, the Model Provider or its affiliates would receive fees from the Model Provider Affiliated Funds in addition to any applicable Model Provider Fee. In certain instances, BNYA Proprietary Product(s) may be an investment option within Command Sponsor Model Based SMA. L. Advisory Account Termination If you terminate BNYA as your portfolio manager or if BNYA terminates its relationship with you, BNYA will refund the unused portion of its fee to the brokerage account that was used for your Command account. BNYA will calculate your refund based on the fee you paid for the applicable billing period and the number of days left in the period as of the day your account terminates. M. Compensation for the Sale of Securities 26  Neither BNYA nor any of its supervised persons or Affiliated Sub-Advisers accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. N. Investment of Cash You may choose from a selection of money market funds or other short-term cash vehicles (“Sweep Options”) that are available through your Sponsor for investment of any cash held overnight in a brokerage account at your custodian. The universe of Sweep Options made available to you is in the sole discretion of your Sponsor. These funds are fully described in each fund’s prospectus, which you should review in detail. You will receive a prospectus for the fund when you open your account and it will contain a complete description of any relevant fees and/or expenses. In utilizing money market or other funds, Pershing may receive a benefit from its possession and temporary investment of cash balances in your accounts prior to investment, whether in a sweep arrangement or otherwise. Pershing may be paid certain fees relating to these funds, such as networking or 12b-1 fees. If Primerica Advisors is Sponsor of the program in which you participate, and has selected a Sweep Option that results in additional compensation to Pershing, BNYA will waive its fees on any assets in your account that are allocated to cash. You should expect that Pershing will earn greater compensation on Sweep Options than BNYA would earn in fees on assets that are allocated to cash. For other programs, Pershing does not receive any fees or compensation from the non-FDIC insured Sweep Option(s) designated for IRA and ERISA accounts in which BNYA serves as the portfolio manager. You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time Your Sponsor will establish a minimum and maximum allocation to cash. You, along with your Consultant, will determine an amount of cash to hold in your account within the range established by your Sponsor. In addition, BNYA and Model Providers include allocations to cash in their portfolios or Models. These allocations to cash are considered invested assets for purposes of calculating BNYA’s and Model Providers’ asset-based fees. O. Billing for Contributions and Withdrawals Each Sponsor may have different rules regarding whether your fee is adjusted to account for contributions to your account and/or withdrawals from your account made during the quarter and such rules may impact BNYA’s fee. Please contact your Consultant to determine your Sponsor’s rules. 27  P. Fees Related to International Investments Certain Model Providers which offer international investment styles may include securities on foreign exchanges (known as “Ordinaries”), which may be held in your account as Ordinaries or may be converted to American Depositary Receipts (“ADRs”) prior to being added to your account. Model Providers may include exposure to both domestic and foreign stocks in order to achieve greater diversification and with the goal of increasing the likelihood that a portfolio's overall investment returns will have less volatility. The reason is because the returns for international investments sometimes move in a different direction than the returns for U.S. investments. Even when international and U.S. investments move in the same direction the degree of change may be very different. You should balance these considerations against the possibility of higher costs, sudden changes in value, and the special risks of international investing. Like any other investment, you should learn as much as you can about any investment style before you invest. You should research the political, economic, and social conditions that may impact the investment style so you will understand better the factors that may affect the fees that may be associated with making such an investment. Prior to investing in an international investment style that may include ADRs, investors should ask their Consultants what fees are charged to them as an ADR investor, how those fees will be assessed and how the fees or related costs will be disclosed on your account statement. International investing in various products can be more expensive than investing in U.S. companies. For instance, in smaller markets you may have to pay a premium to purchase shares of popular companies, and in some countries there may be unexpected taxes, such as withholding taxes on dividends. Transaction costs such as fees, brokers’ commissions, and taxes often are higher than in the U.S. markets. Likewise, much like investing in specific ADRs, many mutual funds that invest abroad often have higher fees and expenses than funds that invest in U.S. stocks, in part because of the extra expense of trading in foreign markets. These fees typically include, but are not limited to, brokerage expenses, local market execution fees and taxes, exchange-specific taxes/stamp fees, duties/levies, ADR conversion fees, and/or additional settlement and custody charges. Pershing may separately assess a fee for such transactions. Certain non-U.S. jurisdictions may impose taxes on securities transactions. If you own an investment style containing any securities subject to such a tax your account will be assessed this tax, which will be remitted to the government of the applicable non-U.S. jurisdiction. Pershing may use a third-party broker-dealer licensed in Canada, which entity may be paid certain execution fees. Item 6 Performance Based Fees and Side-by-Side Management Advisers are subject to certain fiduciary standards under federal law and owe clients an affirmative duty of utmost good faith to act solely in the best interests of the client and to make 28  full and fair disclosure of all material facts, particularly where the adviser’s interests may conflict with the client’s best interest. With respect to accounts held in its wrap fee programs, the fees BNYA receives do not include performance-based fees whereby BNYA is compensated based on a share of capital gains upon, or capital appreciation of, funds or any portion of funds or other investments in your account. BNYA does not contract with any Model Provider or Affiliated Sub-Adviser to pay any performance-based compensation. “Side-by-side management” refers to our simultaneous management of multiple types of client accounts/investment products. For example, we or our Affiliated Sub-Advisers may simultaneously manage separate accounts, managed accounts and pooled investment vehicles for our clients. Our clients have a variety of investment objectives, policies, strategies, limitations and restrictions. Our affiliates likewise manage a variety of separate accounts, managed accounts, and pooled investment vehicles. Side-by-side management gives rise to a variety of potential and actual conflicts of interest for us and our employees. Below we discuss the conflicts that we and our employees face when engaging in side-by-side management and how we address them. Note that certain of our Affiliated Sub-Advisers’ employees are also dual officers of one or more BNY affiliates. These dual officers undertake administrative or investment management duties for the affiliates of which they are such officers or employees. Please see Dual Officers in Item 4 (Advisory Business) of this Brochure. When our affiliates concurrently manage client accounts/investment products, and particularly when dual officers are involved, this presents the same conflicts as described below. To address these conflicts of interest, we manage our accounts consistent with applicable law, and we and our Affiliated Sub-Advisers follow procedures that are reasonably designed to treat our clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged. Conflicts of Interest Relating to the Management of Multiple Client Accounts We and certain of our affiliates perform investment advisory services for various clients. In many instances, we give advice and take action in the performance of our duties with respect to certain clients which differs from the advice given, or the timing or nature of action taken, with respect to other clients. We have no obligation to purchase or sell for a client any security or other property which we purchase or sell for our own account or for the account of any other client, if it is undesirable or impracticable to take such action. Conflicts of Interest Relating to “Proprietary Accounts BNYA, our affiliates, and our employees from time to time invest in products managed by BNYA (“Proprietary Accounts”). This creates conflicts of interest, as BNYA has an incentive to favor Proprietary Accounts by, for example, directing our best investment ideas to the Proprietary Accounts or allocating, aggregating or sequencing trades in favor of such accounts, to the disadvantage of other accounts. We also have an incentive to dedicate more time and attention to Proprietary Accounts and to give them better execution and brokerage commissions than our other client accounts. 29  Other Conflicts of Interest As noted previously, we and certain of our affiliates manage numerous accounts with a variety of interests. This necessarily creates conflicts of interest for us. For example, from time to time, we or an affiliate cause multiple accounts to invest in the same investment. Such accounts could have conflicting interests and objectives in connection with such investment, including differing views on the operations or activities of the portfolio company, the targeted returns for the transaction and the timeframe for and method of exiting the investment. Conflicts also arise in cases where multiple BNYA and/or affiliate client accounts are invested in different parts of an issuer’s capital structure. For example, one of our client accounts could acquire an equity investment of a company while an affiliate’s client account acquires a debt obligation of the same company. In negotiating the terms and conditions of any such investments, we could conclude that the interests of the debt-holding client accounts and the equity holding client accounts conflict. If that issuer encounters financial problems, decisions over the terms of any workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, debt holding accounts may be better served by a liquidation of an issuer in which it could be paid in full, whereas equity holding accounts might prefer a reorganization of the issuer that would have the potential to retain value for the equity holders. As another example, holders of an issuer’s senior securities could potentially direct cash flows away from junior security holders, and both the junior and senior security holders could be BNYA client accounts. Item 7 Types of Clients A. Client Description BNYA’s clients may include institutions such as financial services firms, investment management firms, insurance companies, other registered investment advisers, broker-dealers, and banks whose investor clients may consist of individuals, banks or thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations and corporations or business entities. BNYA may accept certain non-U.S. clients, in its sole discretion, in accordance with all applicable laws. BNYA also provides services to certain institutional clients, including retirement and savings plans. B. General Requirements 1. Sponsor/Consultant Requirement As described in Item 4 (Advisory Business), BNYA's portfolio management services are generally offered to investors through programs where the Consultant of a third-party Firm or Sponsor provides advice to you. Consultants are not employees of BNYA, but are independent or employed by Sponsors and Firms typically not affiliated with BNYA. 2. Client Process and Document Requirements Generally, you should have a written agreement with your Sponsor and/or Consultant. The Consultant collects financial and background information from you, and assists you in identifying your investment objectives. The Consultant recommends strategies that are designed 30  to meet those objectives. Your Consultant is your primary contact and he or she should report to you regularly. Consultants may utilize software and marketing and sales material and other documentation provided by BNYA to assist you in selecting the product and investment style or model which is suitable for you, both initially and on an on-going basis. The Consultant: 1) collects financial and personal information from you; 2) transmits such information to BNYA; and 3) assists you in establishing investment objectives. The Consultant provides you with account opening paperwork, brokerage agreement(s), along with a copy of the Sponsor’s Wrap Fee Brochure and, in cases where BNYA is the portfolio manager for the selected BNYA Managed Product, BNYA’s Form ADV Part 2A, Firm Brochure. Once completed, the Consultant submits the financial information, investment objectives and account forms to the Sponsor, your custodian and/or any other broker-dealer, as applicable. BNYA reviews the information provided by you and once accepted, your managed account is opened. Your Sponsor and Consultant are responsible for determining whether a BNYA Managed Product is a suitable investment for you. BNYA also reviews the account opening paperwork or Client profile information provided by the Sponsor or your Consultant to determine whether the selected strategy is appropriate for you. At any time, BNYA may request additional information to verify the information provided by you. After BNYA reviews and accepts the account, BNYA is granted investment discretion by you and exercises such discretion in the day-to-day management of your account. 3. Requirements for Investment Restrictions You may impose restrictions on specific securities or the types of securities (based on industry) to be bought and sold in your account. Reasonable restrictions will be considered; however, BNYA may refuse any restriction it believes may interfere with its investment discipline, in its sole discretion. Restrictions cannot be applied to the underlying holdings of pooled investment vehicles, such as mutual funds or ETFs, because trading by the portfolio manager is done at the fund level and not at the underlying security level. 4. Unfunded Account Termination - Command In Command, if your account has a zero balance for more than six months your advisory account will be terminated. Your underlying brokerage account, however, will remain open, unless terminated by the broker or the custodian. Once an advisory account has been terminated, the account will no longer be recognized by BNYA. BNYA will not be held responsible for account trading delays that may result. Further, BNYA will not provide any communications to you or your Consultant regarding terminated advisory accounts. It is recommended that if you have a terminated account, you contact your Consultant to terminate the underlying brokerage account. You should notify your Consultant if you wish to keep an account open for future funding. If you wish to reopen a terminated advisory account, you should contact your Consultant. New account paperwork may be required and other procedures for reactivating the account must be followed. 31  5. Collateral Accounts If an account is pledged as collateral for a loan and if the lender has initiated a liquidation of securities in the account pursuant to the terms of the collateral agreement, your account may not be invested in accordance with the model portfolio and/or your investment objective for a period of time. 6. U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Sanctions Program In compliance with the OFAC sanctions program, BNYA or its designee will check to verify that your name does not appear on OFAC’s “Specifically Designated Nationals and Blocked Persons” List (“SDN List”). Your name will also be checked to verify that you are not from, or engaging in transactions with people or entities from, embargoed countries and regions published on the OFAC Web Site. BNYA or its agent may access these lists through various software programs to conduct these searches in a timely and accurate manner. BNYA or its designee will also review existing accounts against these lists when they are updated. In the event BNYA or its designee determines a Client, or someone with or for whom the Client is transacting, is on the SDN List, or is from or engaging in transactions with a person or entity located in an embargoed country or region, BNYA will notify and coordinate with its Anti- Money Laundering Compliance Officer to determine the proper course of action, which may include: rejecting the transaction and/or blocking the Client’s assets, and; filing a blocked assets and/or rejected transaction form with OFAC. C. Account Minimum Requirements The account size minimums for the BNYA Proprietary Products are shown below. Product Name Account Opening Minimum Subsequent Contribution Minimum Target Risk Focus Portfolios $10,000 $1,000 Target Risk Portfolios $50,000 $1,000 AdvisorFlex Portfolios $50,000 $1,000 $10,000 $1,000 $10,000 $1,000 BNY/American Funds Core Portfolios Target Retirement Date Portfolios For the Third Party Model Providers product, each Model has its own account minimum. Please refer to Exhibit A to view the individual account minimum for each Model. BNYA reserves the right to waive its minimum initial investment requirements, in its sole discretion. BNYA may terminate your account should your account fail to meet the account minimum during the life of your account. 32  The minimum account size for Command Sponsor UMA is determined by the Sponsor in conjunction with BNYA. Each Model in Command Sponsor UMA may have a different investment minimum. Therefore, the size of your account may impact the number of Model Providers and Sleeve Managers that may be included within your Command Sponsor UMA account. The minimum account size for Command Sponsor Model Based SMA is determined by the Sponsor in conjunction with BNYA. Please consult your Sponsor or Consultant for more information about the minimum account size applicable to your account in Command Sponsor Model Based SMA. You may fund your account(s) with cash or securities if such securities are included within the selected BNYA Managed Product/Model. If you transfer securities into your account that are not included within the selected BNYA Managed Product/Model, such securities will be liquidated so your account can be invested in line with the selected BNYA Managed Product/Model. If utilizing the Precision Tax Overlay service, certain securities not held in the selected BNYA Managed Product/Model may be retained for a period of time as part of a tax-managed transition into the selected BNYA Managed Product/Model. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. BNYA as Research Provider BNYA has established the Manager Research Group (“Manager Research Group”), which provides manager research for use across the BNY enterprise. The Manager Research Group carries out manager and investment vehicle research. BNYA evaluates certain individual portfolio managers (“Portfolio Managers”) and Model Providers for inclusion in various managed account programs. Depending on the particular program, BNYA’s review process differs, as described below. BNYA’s Manager Research Group also reviews, on an on-going basis, certain third-party Portfolio Managers and Model Providers. The selection of Portfolio Managers and Model Providers is subject to the approval of BNYA’s Investment Advisory Council, a sub- council of BNYA’s Investment Oversight Committee (the “IOC”), prior to inclusion in a given program. The IOC provides oversight of the governance and policy framework applicable to BNYA’s investment activities, investment decisions, manager research processes and operational due diligence processes and is responsible for ensuring consistency to affiliated and non-affiliated Portfolio Managers, Model Providers and BNYA Managed Products. In certain managed account programs, BNYA provides the Firm with a list of covered Portfolio Managers ("Covered Managers"). In determining which Portfolio Managers are selected for coverage, the Manager Research Group, utilizes a preliminary screening process involving a variety of criteria, such as, but not limited to, a review of assets under management, personnel, registration, disclosures and regulatory history of each Portfolio Manager offered in the program, as well as conducting on-going reviews. Covered Managers undergo an additional analysis, typically conducted by the Manager Research Group, which includes a review of a range of quantitative criteria (relating to performance and portfolio reviews) and qualitative criteria (relating to such items as the investment team, philosophy, process and implementation). The 33  criteria employed for each Covered Manager may not be identical and instead, is typically based on the nature of the Portfolio Manager's portfolios, investment philosophy and asset class/style. BNYA may, as an accommodation, permit certain Portfolio Managers which are not covered ("Non-Covered Managers”) to be accessible to Clients. BNYA is not responsible for conducting initial or ongoing due diligence or determining the suitability of these Portfolio Managers, rather, the Client and the Client’s Consultant assume these responsibilities. BNYA may, in its sole discretion, conduct initial and on-going due diligence on a Non-Covered Manager. In all cases, the Portfolio Manager selected has discretion over the Client’s assets. BNYA reserves the right to terminate any Portfolio Manager or Model Provider from its research coverage, at any time in BNYA's sole discretion. You should be familiar with the specific program you are contracted for and understand the level of diligence which is performed on the Portfolio Managers or Model Providers in the program. B. BNYA as Money Manager In BNYA's role as the money manager for the BNYA Proprietary Products (Target Risk Focus Portfolios, Target Risk Portfolios, AdvisorFlex Portfolios, BNY/American Funds Core Portfolios, Target Retirement Date Portfolios and BNY PortfolioFlex Portfolios, as each is described herein), BNYA, evaluates pooled investment vehicles such as mutual funds and ETFs and other investment vehicles for inclusion in the BNYA Proprietary Products. With respect to mutual funds, BNYA uses quantitative and qualitative analysis to evaluate mutual funds. The criteria employed in the screening may vary depending on a variety of criteria, including, but not limited to: analysis of the particular investment style; evaluation of the investment personnel, investment philosophy, investment process, implementation and firm/organization; assessment of performance/risk; and fund costs. With respect to ETFs, BNYA uses a comparable screening process where the factors considered include, but are not limited to, the tracked index or benchmark, performance, comparables, personnel and content of the particular ETF. BNYA also conducts on-going due diligence/review of the mutual funds and ETFs used within BNYA Proprietary Products. In each case, the inclusion of these various investment vehicles in a BNYA Proprietary Product is reviewed and approved by BNYA's Investment Advisory Council. Similarly, BNYA may replace any of these investment vehicles, at its discretion, at any time, subject to review and approval by BNYA's Investment Advisory Council. C. Potential Conflicts of Interest Relating to BNYA Managed Products and BNYA Models A conflict of interest exists with regard to certain recommendations of the Manager Research Group, particularly as it relates to Portfolio Managers owned by or affiliated with BNY and/or their related products (including Proprietary Funds). There may be instances where, different products, Portfolio Managers or other recommendations are made depending upon the types of clients involved, the type of product involved and/or other factors, and the differences in such recommendations may lead to different results. As a subsidiary of BNY, BNYA has a substantial number of investment advisory affiliates. Affiliated Sub-Advisers, and/or investment vehicles 34  (including mutual funds and ETFs) that are advised or sub-advised by investment advisory affiliates of BNYA (i.e., Proprietary Funds), may be used in the construction of the BNYA Managed Products’ portfolios. To the extent permissible under applicable law, BNYA from time to time recommends Proprietary Funds for inclusion in one or more BNYA Managed Products or BNYA Models, or contracts with Affiliated Sub-Advisers for advisory or other services related to the BNYA Managed Products. BNYA has an incentive to allocate investments to Proprietary Funds, or contract with Affiliated Sub-Advisers, in order to generate additional fees for us or our affiliates. BNYA also may give advice or take actions which differ by product, such as the methodology associated with fee calculations and the waiving of fees payable to an affiliate when an account is invested in a Proprietary Fund or receives services provided by an Affiliated Sub-Adviser. For the avoidance of doubt, and based upon prior written Client consent, when Proprietary Funds are included in a BNYA Managed Product or BNYA Model, BNYA either (i) waives its advisory fee, fee for overlay services, fee for portfolio manager services and/or BNYA Model Fee, as applicable, for the BNYA Managed Product or BNYA Model, in which case Clients pay any Proprietary Fund fees on assets held in the Proprietary Funds or, alternatively, (ii) excludes Client assets invested in Proprietary Funds for purposes of calculating BNYA’s advisory fee, fee for overlay services and/or fee for portfolio manager services, as applicable, in which case Clients pay Proprietary Fund fees on assets held in the Proprietary Funds. Any differences in fee methodology are based on factors such as product type, the Proprietary Funds used, or other distinguishing factors as determined by BNYA. When an Affiliated Sub-Adviser is contracted by BNYA to provide services to a Client account in Command for which BNYA serves as portfolio manager, BNYA waives the Program Fee. When BNYA serves as portfolio manager in Command, BNYA does not purchase securities issued by BNY. BNYA’s broker-dealer affiliates, including Pershing and Pershing Advisor Solutions, receive fees from certain mutual fund families whose funds are used in the products. In addition, one or more BNYA affiliates will, from time to time, be a service provider, such as a trustee or administrator to a mutual fund or ETF used in a product, and they will typically receive a fee from the mutual fund or ETF for performing such service. Certain employees of BNYA or its affiliates may be invested in one or more BNYA Managed Products. BNYA monitors security ownership by its employees according to a personal trading policy, which is incorporated in the BNYA Compliance Manual and Code of Ethics, which are described in Items 11.A (Compliance Plan) and 11.B (Code of Ethics and Personal Trading). BNYA and certain of its affiliates perform investment advisory services for various Clients. In many instances, BNYA gives advice and takes action in the performance of its duties with respect to certain Clients, which differs from the advice given, or the timing or nature of action taken, with respect to other Clients. BNYA has no obligation to purchase or sell for a Client any security or other property, which it purchases or sells for its own account or for the account of any other Client, if it is undesirable or impracticable to take such action. If BNYA becomes aware of a situation involving any of the foregoing conflicts of interest, it will be discussed and resolved on a case-by-case basis by the BNYA Investment Advisory Council. Any such discussions will factor in the interests of the relevant parties and applicable laws. 35  A Model Provider or Sponsor may independently select a mutual fund or ETF to be included in its Models or Command Sponsor UMA program, respectively, which is advised or sub-advised by an investment advisory affiliate of BNYA (i.e., Proprietary Funds). A conflict exists because BNYA has the discretion to replace Proprietary Funds included in BNYA managed accounts, thereby affecting the compensation which may be earned by BNYA’s affiliate. When BNYA becomes aware that an affiliate is functioning in such capacity, and where BNYA chooses not to replace the Proprietary Fund, or the Model Provider or Sponsor is unable (or unwilling) to replace the Proprietary Fund, BNYA will rebate the fees received by the affiliated adviser to the Client. For a list of Model Provider Models that include Proprietary Funds, as well as a list of Proprietary Funds available in one or more Command Sponsor UMA programs, please refer to the BNY Mellon Advisors Affiliate Advised/Sub-Advised Fund and Model List located at: https://www.bny.com/pershing/us/en/disclosures.html#bnymadvisors. Model Providers and Sponsors, independent from BNYA, determine which funds to include in their respective Models or Command Sponsor UMA programs. BNYA has other clients, advised through other programs (see BNY Mellon Advisors, Inc. Firm Brochure – Institutional & High Net Worth Client Solutions located at: https://adviserinfo.sec.gov/firm/brochure/106108) where such clients invest in products advised or sub-advised by an investment advisory affiliate of BNYA and fees are not rebated but waived. Whether fees are rebated or waived depends on numerous factors including the size of the account and the affiliated products used in a client account. Please refer to Item 10 (Other Financial Industry Activities and Affiliations) for more information about potential conflicts of interest. D. BNYA as Portfolio Manager: Methods of Analysis, Investment Strategies and Risk of Loss 1. Asset Classes A description of asset classes used in the BNYA Proprietary Products is provided below. It is important to remember that there are risks inherent in any investment, including the loss of principal, which you should be prepared to bear. There is no assurance that any asset class or index, or a diversified mix of assets will provide positive performance over time. Asset classes and/or other investment strategies not included in the BNYA Proprietary Products may exhibit similar or superior characteristics and performance than those that are included. The risks associated with certain investment vehicles which may be used in the BNYA Proprietary Products are described in Exhibit B. a. Fixed Income Securities U.S. short-term fixed income: Seeks to provide a more conservative duration positioning relative to the broad U.S. fixed income market. U.S. inflation-protected securities: Seeks to provide exposure to U.S. Treasury Inflation- Protected Securities (TIPS). This allocation is intended to provide a hedge against U.S. inflation. 36  U.S. intermediate-term fixed income: Seeks to provide exposure to intermediate-term government, corporate and mortgage- and asset-backed fixed income securities. This allocation is intended to provide diversification of income through a broad exposure to the U.S. fixed income universe. U.S. long-term fixed income: Seeks to provide exposure to long-term government and corporate fixed income securities. This allocation is intended to capture incremental yield due to a term premium. U.S. high-yield fixed income: Seeks to provide exposure to U.S. high-yield or non-investment- grade fixed income. This allocation is intended to generate income through investments in U.S. high-yield bonds. Emerging markets fixed income: Seeks to provide exposure to and diversification through non- U.S. yield curves and an asset class with a relatively unique return profile. U.S. bank loans: Seeks to provide exposure to privately structured senior-secured corporate debt obligations with adjustable interest rates. This allocation is intended to generate incremental yield, hedge against rising U.S. interest rates and provide selective credit opportunities. Opportunistic bond: Seeks to provide exposure to active managers focused on less traditional segments of fixed income markets, generally in a less constrained manner. This allocation is intended to provide diversification of income through a broad exposure to the U.S. fixed income universe. b. Equity Securities U.S. large-cap equity: Seeks to provide exposure to the equities of U.S. large capitalization companies. This allocation is designed to provide exposure to an asset class that makes up the majority of the U.S. equity market. U.S. mid-cap equity: Seeks to provide exposure to the equities of U.S. mid-capitalization companies. This allocation is used for its above-average long-term cumulative risk/return potential. U.S. small-cap equity: Seeks to provide exposure to the equities of U.S. small capitalization companies. This allocation is used for its above-average long-term cumulative risk/return potential. U.S. micro-cap equity: Seeks to provide exposure to the equities of U.S. micro capitalization companies. This allocation is used for its above-average, long-term cumulative risk/return potential. International equity: Seeks to provide exposure to the equities of non-U.S. developed market companies. This allocation is designed to provide diversification through investments in companies outside of the United States. 37  International small-cap equity: Seeks to provide exposure to the equities of non-U.S. developed market small-cap companies. This allocation is intended to provide long-term capital appreciation, as well as diversification through investments in companies outside of the United States. Emerging markets: Seeks to provide exposure to the equities of non-U.S. emerging markets companies. This allocation is used for its above-average long-term cumulative risk/return potential as well as diversification through investments in companies outside of the United States. Global equity: Seeks to provide exposure to U.S. and non-U.S. companies in an investment vehicle. This allocation is intended to provide diversification. Real Estate Investment Trusts (“REITs”): Seeks to provide enhanced diversification potential through its long-term low correlation to the stock and bond markets. This allocation seeks to lessen overall portfolio volatility and provide income via its dividend yield. Commodities: Seeks to provide exposure to commodities, including agricultural, energy and metals. This allocation is used to provide diversification, as well as a potential hedge against future inflation. Miscellaneous sector/global thematic: Seeks to provide diversification, risk management and/or income generation potential. This allocation may include investment vehicles that invest in real assets, global infrastructure, gold bullion and/or commodities. The allocation may also include exposure to U.S. and non-U.S. companies. Alternative investments: Seeks to provide exposure to investments used primarily for their low correlation to more traditional equity and fixed income asset classes, and thus seeks to reduce overall volatility. The underlying holdings may include managed futures, currency carry, merger arbitrage, convertible arbitrage, long /short equity and multi-strategy funds. Preferred securities: Seeks to provide exposure to investments that have higher income potential compared to fixed income sectors. The allocation may also be used to provide diversification due to the historically low correlation to other bond and stock asset classes. Gold bullion: Seeks to provide exposure to gold bullion via an ETF. BNYA believes that gold has the potential to improve risk-adjusted returns as a strategic position in portfolios. Historically, gold has tended to fare relatively well in inflationary markets and has often provided a “haven” in turbulent times. We also believe that gold has the potential to act as a portfolio buffer when geopolitical risks escalate. This allocation included in the miscellaneous sector/global thematic asset class. Global infrastructure: Seeks to provide targeted exposure to infrastructure stocks from around the world via an ETF. This allocation is designed to provide diversification, risk management and income generation potential. 38  2. BNY AdvisorFlex Portfolios BNYA acts as the portfolio manager for AdvisorFlex Portfolios, which is a managed account product available in Command. BNYA uses the same analysis described in Item 8.B (BNYA as Money Manager) above to evaluate vehicles for use in AdvisorFlex Portfolios. AdvisorFlex Portfolios includes three, objectives-based strategies (Appreciation, Income and Preservation), with multiple models within each strategy, as described below. A list of each asset class used in one or more of each of the models is provided below. a. Appreciation Strategy BNYA designed the Appreciation Strategy to seek to provide: • a long-term level of returns associated with equity and fixed income asset classes; and • above average, risk-adjusted levels of appreciation. There are eleven (11) Appreciation Strategy models, including five (5) tax aware models, each representing various levels of expected risk and return. Appreciation 50/50 is the most conservative model and Appreciation All Equity 100/0 is the most aggressive. For the tax aware models, Tax Aware Appreciation 90/10 is the most aggressive. In each underlying Appreciation Strategy model, BNYA seeks to achieve its objective through tilts toward asset classes with above-average cumulative return potential, as well as asset classes that pay a premium to investors with a long-term time horizon. The eleven (11) Appreciation Strategy models hold investment vehicles, including mutual funds and/or ETFs, which offer exposure to broad asset classes, such as stocks and bonds. Each asset class is intended to contribute to the overall investment objective of the respective models. The tax aware portfolios contain municipal bond funds in the fixed income asset classes. Although BNYA designed the Appreciation Strategy to seek to provide risk-adjusted levels of appreciation, there is no guarantee that the value of your investment will appreciate. The asset mix of the respective Appreciation Strategy models may include exposure to: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. high yield fixed income • Opportunistic bond • U.S. bank loans • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity 39  • U.S. small-cap equity • U.S. micro-cap equity • International equity • International small-cap equity • Emerging markets equity • Miscellaneous sector/global thematic • Alternative investments • Gold bullion • Commodities • Global infrastructure The eleven (11) Appreciation Strategy model portfolios are: Tax Aware Appreciation 50/50 Tax Aware Appreciation 60/40 Tax Aware Appreciation 70/30 Tax Aware Appreciation 80/20 Tax Aware Appreciation 90/10 Appreciation 50/50 Appreciation 60/40 Appreciation 70/30 Appreciation 80/20 Appreciation 90/10 Appreciation All Equity 100/0 b. Income Strategy BNYA designed the Income Strategy to seek to provide: • a risk-managed, diversified portfolio; and • select opportunities for above-average level of yield. There are ten (10) Income Strategy models, including five (5) tax aware models, each representing various levels of expected risk and return. Income 0/100 is the most conservative model and Income 40/60 is the most aggressive. In each underlying Income Strategy model, BNYA seeks to achieve its objective through exposure to some or all of the following: dividend paying stocks, real estate investment trusts, high yield fixed income and preferred securities. The ten (10) Income Strategy models hold investment vehicles, including mutual funds and/or ETFs, which offer exposure to broad asset classes, such as stocks and bonds. Each asset class is intended to contribute to the overall investment objective of the respective models. The tax aware models include municipal bond funds in the fixed income asset classes. Although BNYA designed the Income Strategy to seek to provide an above-average level of yield, there is no guarantee that income will be consistently generated from your investment. The asset mix of the respective Income Strategy models may include exposure to: • U.S. short-term fixed income • U.S. intermediate-term fixed income 40  • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. high-yield fixed income • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • International equity • REITs • Preferred securities The ten (10) Income Strategy model portfolios are: Income 0/100 Income 10/90 Income 20/80 Income 30/70 Income 40/60 Tax Aware Income 0/100 Tax Aware Income 10/90 Tax Aware Income 20/80 Tax Aware Income 30/70 Tax Aware Income 40/60 c. Preservation Strategy BNYA designed the Preservation Strategy to seek to provide: • a long-term level of returns typically associated with equity and fixed income asset classes; a degree of downside risk management; and • • a similar level of long-term volatility, when compared to standard capitalization-weighted indices. There are ten (10) Preservation Strategy models, including five (5) tax aware models, representing various levels of expected risk and return. Preservation 20/70/10 is the most conservative model and Preservation 60/10/30 is the most aggressive. In each underlying Preservation Strategy model, BNYA seeks to achieve its objective through tilts toward non- cyclical economic sectors, higher quality securities, and alternative strategies that may alter risk characteristics of the portfolio. The ten (10) Preservation Strategy models hold investment vehicles, including mutual funds and/or ETFs, which offer exposure to broad asset classes, such as stocks and bonds. Each asset class is intended to contribute to the overall investment objective of the respective models. The tax aware models include municipal bond funds in the fixed income asset classes. Although BNYA designed the Preservation Strategy to seek to provide a level of downside risk management, there is no guarantee that the value of your investment will be preserved. 41  The asset mix of the respective Preservation Strategy models may include exposure to: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity • International equity • Emerging markets equity • Miscellaneous sector/global thematic • Alternative investments • Gold bullion The ten (10) Preservation Strategy model portfolios are: Preservation 20/70/10 Preservation 30/55/15 Preservation 40/40/20 Preservation 50/25/25 Preservation 60/10/30 Tax Aware Preservation 20/70/10 Tax Aware Preservation 30/55/15 Tax Aware Preservation 40/40/20 Tax Aware Preservation 50/25/25 Tax Aware Preservation 60/10/30 BNYA designed the AdvisorFlex Portfolios models to seek to align with the different phases of the investor life cycle: from wealth accumulation, to transition into retirement and, ultimately, the management and distribution of income. Each of the models contains specific investment selections. Disclosures relating to the risks associated with certain investment selections are contained in Exhibit B and you should review them in detail. You and your Consultant are responsible for selecting the appropriate model for you. After account opening, you or your Consultant may determine to move up or down one model level from the originally selected model, in your and your Consultant’s sole discretion. For each investment selection within a model, BNYA identifies several options from which you and your Consultant may choose. Within each model, there will be primary investment selections (“Primary Selections”) and alternate investment selections (“Alternate Selections”) from which you and your Consultant may choose. BNYA will implement certain updates and changes to the models (“Model Updates”) throughout the life of your AdvisorFlex Portfolios account. You have given BNYA the limited discretion to make trades in your account for Model Updates. You and your Consultant are responsible for reviewing all such Model Updates. When BNYA performs a Model Update, BNYA may replace one investment vehicle with another and/or change the asset allocation of the model. 42  At any time and in BNYA’s sole discretion, BNYA may reclassify a Primary Selection as an Alternate Selection. Accounts with certain Firms may choose to designate the BNYA default model during account opening. For these accounts that have designated the default model at account opening, when BNYA reclassifies a Primary Selection as an Alternate Selection, the accounts holding the existing Primary Selection will be traded into the new Primary Selection. Other accounts holding the existing Primary Selection may keep the existing selection or decide to change to the new Primary Selection. In each instance, BNYA will notify your Consultant. In the event that a Primary Selection is eliminated from a model altogether, all accounts in the model will default to the new Primary Selection. In the event that BNYA removes one of the Alternate Selections, affected accounts will default to either the Primary Selection or another, available Alternate Selection, as determined by BNYA. If you select both Primary Selections and Alternate Selections to complete a model, the mixture of Primary Selections and Alternate Selections may result in changes to the weightings within an asset allocation. Certain asset classes may contain only Primary Selections. Alternate Selections will not be made available in those cases, in BNYA’s sole discretion. You may grant limited discretion to your Consultant to make changes to Primary Selections and Alternate Selections in your AdvisorFlex Portfolios account and to make other decisions relating to the AdvisorFlex Portfolios account on your behalf. Please refer to your agreement with your Firm and/or Consultant for more information regarding the discretion you grant to your Consultant. 3. BNY Target Risk Focus Portfolios Target Risk Focus Portfolios is a discretionary mutual fund and ETF account product contained in a single portfolio. BNYA, serving as the portfolio manager, allocates investor assets systematically across multiple asset classes and styles using mutual funds and/or ETFs. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA uses the same analysis described in Item 8.B (BNYA as Money Manager) above to evaluate vehicles for use in Target Risk Focus Portfolios. Target Risk Focus Portfolios offers eleven (11) diversified, discretionary investment models that generally include allocations to traditional asset classes, including five (5) tax aware models. For the Target Risk Focus ETF models, Target Risk Focus ETF Fixed Income 0/100 is the most conservative model, with the model allocated to fixed income; Target Risk Focus ETF 100/0 is the most aggressive model, with an allocation focused on equities. For the tax aware models, Target Risk Focus ETF Tax Aware 0/100 is the most conservative model, while Target Risk Focus ETF Tax Aware 80/20 is the most aggressive model. The asset mix of the respective Target Risk Focus ETF models may include exposure to: • U.S. short-term fixed income 43  International equity International small-cap equity • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • Global equity • • • Emerging markets equity • Miscellaneous sector/global thematic • Gold bullion The eleven (11) Target Risk Focus ETF model portfolios are: Target Risk Focus ETF Fixed Income 0/100 Target Risk Focus ETF Tax Aware 0/100 Target Risk Focus ETF Tax Aware 20/80 Target Risk Focus ETF 20/80 Target Risk Focus ETF Tax Aware 40/60 Target Risk Focus ETF 40/60 Target Risk Focus ETF Tax Aware 60/40 Target Risk Focus ETF 60/40 Target Risk Focus ETF 80/20 Target Risk Focus ETF Tax Aware 80/20 Target Risk Focus ETF 100/0 At the time of this Brochure, the Target Risk Focus ETF models consist solely of ETFs. However, these models may include open and closed end mutual funds, ETFs and other types of securities, as determined by BNYA, in its sole discretion. The tax aware models include municipal bond funds in the fixed income asset classes. 4. BNY Target Risk Portfolios Target Risk Portfolios is a discretionary, multi-discipline mutual fund and ETF account product contained in a single portfolio. BNYA, serving as the portfolio manager, determines the asset allocation strategy and selects investment vehicles in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA uses the same analysis described in Item 8.B (BNYA as Money Manager) above to evaluate vehicles for use in Target Risk Portfolios. Target Risk Portfolios offers ten (10) diversified, discretionary investment models, including four (4) tax aware models, that generally include allocations to traditional asset classes. Target Risk 20/80 is the most conservative model, with the majority of the model allocated to fixed income and the balance to equities; Target Risk US Equity 100/0 is the most aggressive model, with an allocation focused on U.S. equities. For the tax aware models, Target Risk Tax Aware 80/20 is the most aggressive model. 44  The asset mix of the respective Target Risk Portfolios models may include exposure to: • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity International equity • International small-cap equity • • Emerging markets equity • Miscellaneous sector/global thematic • Gold bullion • Commodities • Global infrastructure The ten (10) Target Risk Portfolios model portfolios are: Target Risk Tax Aware 20/80 Target Risk Tax Aware 40/60 Target Risk Tax Aware 60/40 Target Risk Tax Aware 80/20 Target Risk 20/80 Target Risk 40/60 Target Risk 60/40 Target Risk 80/20 Target Risk Equity 100/0 Target Risk US Equity 100/0 These models include open and closed end mutual funds, ETFs and/or other types of securities, as determined by BNYA, in its sole discretion, including Propriety Funds (as defined above). The tax aware models include municipal bond funds in the fixed income asset classes. 5. BNY/American Funds Core Portfolios BNY/American Funds Core Portfolios is a discretionary mutual fund and ETF account product contained in a single portfolio. BNYA, serving as the portfolio manager, allocates investor assets systematically across multiple asset classes and styles using American Funds mutual funds and other select ETFs in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA is solely responsible for the fund selection and construction of the BNY/American Funds Core Portfolios and neither American Funds Distributors, Inc. nor its affiliates are involved in such activities, nor do American Funds Distributors, Inc. or its affiliates serve as investment adviser to Client accounts. 45  BNYA uses the same analysis described in Item 8.B (BNYA as Money Manager) above to evaluate vehicles for use in the BNY/American Funds Core Portfolios. BNY/American Funds Core Portfolios consist of three (3) models designed to align with key stages of the investor lifecycle, which may consist of open and closed-end mutual funds, ETFs and other types of securities, as determined by BNYA in its sole discretion. BNY/American Funds 40/60 is the most conservative model, with the majority of the model allocated to fixed income and the balance to equities, BNY/American Funds 80/20 is the most aggressive model, with an allocation mostly focused on equities. The asset mix of the respective BNY/American Funds Core Portfolios models may include exposure to: International equity International small-cap equity • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. bank loans • Opportunistic bond • Emerging markets fixed income • Balanced (fixed income and equity contained in a single fund) • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • Global equity • • • Emerging markets equity • Miscellaneous sector/global thematic • Gold bullion The three (3) BNY/American Funds Core Portfolios models are: BNY / American Funds 40/60 BNY / American Funds 60/40 BNY / American Funds 80/20 6. BNY Target Retirement Date Portfolios Target Retirement Date Portfolios is a discretionary, multi-discipline mutual fund and ETF account product contained in a single portfolio. Within portfolios, asset class/style allocations shift to a more conservative profile over time to seek to minimize risk as the target retirement date approaches. BNYA, serving as the portfolio manager, allocates investor assets systematically across multiple asset classes in a single account. BNYA determines the asset allocation strategy and selects investment vehicles for each investment style in the model, based 46  upon proprietary modeling strategies, economic outlook and investment research discipline. BNYA uses the same analysis described in Item 8.B (BNYA as Money Manager) above to evaluate vehicles for use in the Target Retirement Date Portfolios. Target Retirement Date Portfolios consists of eleven (11) diversified, discretionary investment models. Target Retirement Date is the most conservative model, with the majority of the model allocated to fixed income and the balance to equities; Target Retirement Date 2070 is the most aggressive model, with an allocation focused on equities. While Target Retirement Date Portfolios models seek to reduce risk over time, they—like any investment—are not risk free, even when the target retirement date has been reached. Target Retirement Date Portfolios do not provide guaranteed income in retirement and can lose money if the funds held in portfolios drop in value. For Target Retirement Date Portfolios models, BNYA may invest in the following asset classes, or others as it deems appropriate, in its sole discretion: International small-cap equity • U.S. short-term fixed income • U.S. intermediate-term fixed income • U.S. long-term fixed income • U.S. inflation-protected securities • U.S. high-yield fixed income • Global/international fixed income • U.S. bank loans • Opportunistic bond • U.S. large-cap equity • U.S. mid-cap equity • U.S. small-cap equity • Global/international equity • • Emerging markets equity • Gold bullion • Commodities The eleven (11) Target Retirement Date Portfolios models are: Target Retirement Date 2050 Target Retirement Date 2055 Target Retirement Date 2060 Target Retirement Date 2065 Target Retirement Date 2070 Target Retirement Date Target Retirement Date 2025 Target Retirement Date 2030 Target Retirement Date 2035 Target Retirement Date 2040 Target Retirement Date 2045 47  7. BNY PortfolioFlex Portfolios PortfolioFlex Portfolios is a managed account product available in Command. BNYA, serving as overlay manager, determines the asset allocation strategy and available investment vehicle selections for each investment style in the portfolios. Consultants, within limits, can make changes to target allocations and select from investment selections that have been provided by BNYA. In certain instances, BNYA may partner with the Sponsor on customization of PortfolioFlex Portfolios. Investment options available in PortfolioFlex Portfolios may include mutual funds and ETFs (including Proprietary Funds), as well as Model Provider Models provided by a third party or an investment advisory affiliate of BNYA (Affiliated Models). BNYA uses the same analysis described in Item 8.B (BNYA as Money Manager) above to evaluate vehicles for use in PortfolioFlex Portfolios. Either you or your Consultant retains final authority for selecting among the available investment options in your PortfolioFlex account. BNYA is granted limited discretionary trading authority with respect to assets in your PortfolioFlex account. Pursuant to its discretionary trading authority, BNYA will invest the assets in your account according to the investment options you and/or your Consultant you have selected and your selected asset allocation. BNYA will also periodically buy and sell securities in your account so that the assets you own remain in line with your selected asset allocation without receiving prior approval from you. Once a particular Model Provider notifies BNYA of a change to a Model, BNYA will generally make corresponding changes to your account. BNYA, as the discretionary manager, reserves the right to not accept a particular change to a Model. In addition, if a security is subject to a reasonable restriction you imposed, BNYA will not purchase that security for your account. When a Model Provider makes a change to a Model, the Model Provider may notify BNYA after the Model Provider has bought and sold securities in its other clients’ accounts. As a result of the timing of Model change notifications and BNYA’s processes, Model Providers may effect trades on behalf of their other clients’ accounts before BNYA effects corresponding trades in your account. Therefore, in connection with a Model change, due to the potential for the markets to react to the trades effected by a Model Provider, you may be at a disadvantage when compared to the Model Provider’s other clients with respect to the timing of the trades. Model Providers do not receive information regarding your identity, circumstances, financial condition, portfolio holdings, tax situation, regulatory status or financial needs or goals. Model Providers have no obligation for the provision of advice specifically to you, are not responsible for determining the appropriateness or suitability of a Model, or of any of the securities included from time to time in a Model, for you specifically. Notwithstanding the foregoing, you and your Consultant may wish to review each Model Provider’s Form ADV Part 2A Brochure or alternative disclosure document for more information regarding a Model Provider and/or its Model(s). 48  8. Precision Direct Indexing Precision Direct Indexing is a discretionary separately managed account product which offers customized portfolios constructed using equity securities that track a target benchmark (i.e., the S&P 500). BNYA serves as portfolio manager for Precision Direct Indexing, and has contracted with its affiliate, MIC, a registered investment adviser and subsidiary of The Bank of New York Mellon Corporation, as a sub-adviser to provide certain advisory and/or other services related to your account. MIC is composed of two divisions: Mellon, which specializes in index management, and Dreyfus, which specializes in cash management and short duration strategies. BNY Investments is one of the world’s leading investment management organizations, encompassing BNY’s affiliated investment management firms and global distribution companies. BNY is the corporate brand of The Bank of New York Mellon Corporation and may also be used as a generic term to reference the Corporation as a whole or its various subsidiaries generally. MIC uses quantitative models and tools to incorporate Client specifications for the benchmark, Client-specific value screens, and tax management. Clients also are able to customize their portfolio to meet specific requirements, such as security restrictions, industry/country limitations, and individual tax requirements. Client portfolios may include securities representing US or non- US equity market indexes. The team employs software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk. For taxable accounts, any savings realized by the reduction in taxes paid or postponed may improve returns when measured in an after-tax basis. This after-tax return benefit presumes that participating Clients have capital gains generated from other sources suitable for offset. Changes in tax law and/or the treatment of capital gains could impact the after-tax returns from this strategy. 9. Precision Tax Overlay Precision Tax Overlay is a service that seeks to consider tax implications that may detract from a Client’s after-tax returns. BNYA serves as portfolio manager for Precision Tax Overlay, and has contracted with its affiliate, MIC, as a sub-adviser to provide certain advisory and/or other services related to your account. Precision Tax Overlay is available for certain BNYA Managed Products/Models available in Command and, when selected, BNYA will provide tax management services for the Client in connection with the selected BNYA Managed Product(s)/Model(s). The goal of Precision Tax Overlay is to improve after-tax performance while maintaining similar risk characteristics to that of the chosen BNYA Managed Product/Model. Precision Tax Overlay may include assessment and suggestions of trades to perform an initial tax-managed transition to the chosen BNYA Managed Product/Model, tax transition management and on-going tax overlay management (i.e., tax “alpha”). Neither BNYA nor MIC provides tax advice or tax planning. At the time of this Brochure, the BNYA Managed Products eligible for Precision Tax Overlay include Command Sponsor Model Based SMA. 49  At the time of this Brochure, assets that can be analyzed as part of Precision Tax Overlay include the following: common stocks (including American depositary receipts (“ADRs”)) as well as most open-end mutual funds, closed end funds and ETFs (together, “Funds”). Common stocks must be U.S.-listed and Funds must be SEC registered. Assets other than common stocks and Funds, when applicable, are excluded from the tax transition management and/or tax overlay management analysis. In addition, tax analysis and tax management are based on the highest federal tax rates, not an investor’s applicable tax rates. The ability to generate tax losses may be limited based on Client holdings and market conditions. A Client may elect to have the Model Provider, if the Model Provider has agreed to provide substitution securities for its Model(s), and/or Client choose a substitution security to replace a security within the target Model, in which case, neither BNYA nor MIC has a role in the selection of the substitution security, and BNYA will use this substitution security in the tax optimization. Designated substitutions, if available, provide the framework for maintaining beta exposure and helping to generate tax alpha/provide tax loss harvesting opportunities. Substitution securities, depending on the substitute security used, could perform differently than the target Model security and could lead to higher tracking error relative to the target Model. The ability to minimize tax consequences for a specific account may decrease as gains have the potential to accumulate over a period of time. The performance of tax-managed accounts could differ meaningfully from accounts that are not tax-managed due to certain techniques used to generate losses or to minimize gains; Client requests to limit realized gains; and/or Client requests to apply an annual capital gains budget. This could result in actions including, but not limited to, Client account(s) holding position(s) longer to potentially achieve a more beneficial tax treatment, selling position(s) with loss(es), buying securities that are not held in the chosen BNYA Managed Product/Model, not buying securities that are held in the chosen BNYA Managed Product/Model and/or selling securities that are held in the chosen BNYA Managed Product/Model; collectively, these actions could potentially result in meaningful differences in holding(s), positioning(s) and investment allocation(s) relative to the chosen BNYA Managed Product/Model. Potential and projected results are not a guarantee of future and/or actual results. While tax transition and tax management are based on the chosen BNYA Managed Product/Model and prescribed ranges, time frames, annual capital gains budget and the intention to avoid creating wash sales or exceed the target annual capital gains budget, there can be no assurance that any implementation of such will be able to accurately do so. It is important to note that an annual capital gains budget (i.e., tax budget), as selected by you or your Consultant, is an annual target and not an absolute or a guarantee that the annual capital gains budget will be met or will not be exceeded in any given year. Tax considerations, while important, are just one factor to consider before making any investment decision. The ability to utilize various tax management techniques may be curtailed or eliminated in the future by tax legislation or regulation. Tax-managed investing does not equate to comprehensive tax advice, is limited in scope and not designed to eliminate taxes in an account. This service is not considered tax advice. The request to limit gains or a apply a tax budget may result in significant deviations from the BNYA Managed Product/Model selected. Clients should consult with a tax advisor before selecting the Precision Tax Overlay service. Clients should also regularly review their tax budget/annual capital gains budget with their tax advisor and, when applicable, update accordingly. 50  E. BNYA Portfolio Manager Services for Third Party Model Providers BNYA provides portfolio manager services with respect to Models created by Third Party Model Providers for certain programs in Command. Details regarding the Third Party Model Providers product as it relates to a specific program in Command is described in the Sponsor’s Wrap Fee Brochure. BNYA performs due diligence on various Third Party Model Providers and contracts with those Third Party Model Providers to provide the Models for the Third Party Model Providers product. BNYA continues to monitor contracted Third Party Model Providers and the Models on an on-going basis. BNYA makes information about the Third Party Model Providers and the Models available to your Consultant. BNYA has assembled a series of Models from Third Party Model Providers, listed in Exhibit A, comprised of different asset classes. Because each Model consists of a unique asset class mix, each Model has a distinctive risk profile associated with it. Your assets are invested in accordance with the investment objective and level of risk you and your Consultant determine suits your risk tolerance and financial objectives. If you have selected a Third Party Model Provider Model, your account is invested in a combination of some or all of the following investment vehicles, pursuant to the Model you have selected: • Exchange-traded products, such as ETFs and/or ETNs • Mutual funds • Equity securities Additional information regarding the risks associated with some of these investment vehicles are contained in Exhibit B. Third Party Model Providers design each Model for a certain level of risk tolerance and investment objective and select mutual funds, ETFs, ETNs and/or equity securities that it believes are appropriate for each Model. BNYA is granted limited discretionary trading authority with respect to assets in your Third Party Model Providers account(s). Either you or your Consultant retains final authority for the Third Party Model Provider and Model selections. Pursuant to its discretionary trading authority, BNYA will invest the assets in your account according to the Model you have selected. BNYA will also periodically buy and sell securities in your account so that the assets you own are in line with the Model without receiving prior approval from you. This process is known as “rebalancing.” Asset allocations will differ depending on the Model you have selected. Once a particular Third Party Model Provider notifies BNYA of a change to a Model, BNYA will make corresponding changes to your account. BNYA, as the discretionary manager, reserves the right to not accept a particular change to a Model. For example, if a security is subject to a reasonable restriction you imposed, BNYA will not purchase that security for your account. When a Third Party Model Provider makes a change to a Model, the Third Party Model Provider may notify BNYA after the Third Party Model Provider has bought and sold securities in its other clients’ accounts. As a result of the timing of Model change notifications and BNYA’s processes, Third Party Model Providers may effect trades on behalf of their other clients’ 51  accounts before BNYA effects corresponding trades in your account. Therefore, in connection with Model changes, due to the potential for the markets to react to the trades effected by a Third Party Model Provider, you may be at a disadvantage when compared to the Third Party Model Provider’s other clients with respect to the timing of the trades. Third Party Model Providers do not receive information regarding your identity, circumstances, financial condition, portfolio holdings, tax situation, regulatory status or financial needs or goals. Third Party Model Providers have no obligation for the provision of advice specifically to you, are not responsible for determining the appropriateness or suitability of a Model, or of any of the securities included from time to time in a Model, for you specifically. Notwithstanding the foregoing, you and your Consultant may wish to review each Third Party Model Provider’s ADV Part 2A or alternative disclosure document for more information regarding a Third Party Model Provider and/or its Model(s). F. BNYA Overlay Services for Command Sponsor UMA BNYA provides overlay services with respect to Command Sponsor UMA for certain programs in Command. Details regarding Command Sponsor UMA as it relates to a specific program in Command is described in the Sponsor’s Wrap Fee Brochure. If you have selected Command Sponsor UMA, your assets are invested in accordance with the investment objective and level of risk you and your Consultant determine suits your risk tolerance and financial objectives. Your Command Sponsor UMA account is invested in a combination of some or all of the following investment options: Models designed, reviewed and updated by one or more Model Providers, individual Sleeve Managers, ETFs, mutual funds, or other securities. In addition, upon request by a Sponsor, BNYA may agree to make BNYA Proprietary Product(s) available as options within Command Sponsor UMA. Either you or your Consultant and/or the Sponsor retains final authority for the selection of individual Model Provider Models, Sleeve Managers, ETFs, mutual funds, or other securities for your account. Each Sponsor, and not BNYA, determines the Model Provider Models, Sleeve Managers, ETFs, mutual funds, or other securities included in Command Sponsor UMA for their specific program and, therefore, the investment choices will differ by Sponsor. In doing so, the Sponsor is not relying on BNYA’s expertise, due diligence or other research with respect to the evaluation and selection of Model Providers, Models, Sleeve Managers, ETFs, mutual funds, or other securities included in Command Sponsor UMA for their specific program. Your Consultant is responsible for recommending Model Provider Models, Sleeve Managers, ETFs, mutual funds, or other securities from those made available by the Sponsor. BNYA is granted limited discretionary trading authority with respect to assets in your Command Sponsor UMA account which includes the authority to allocate assets across the selected Models, Sleeve Managers, ETFs, mutual funds and other securities; to implement in its discretion Model changes received from Model Providers; and to rebalance the account in accordance with target allocations and program trading parameters established by the Sponsor. BNYA will allocate assets across the investment option(s) selected for your Command Sponsor UMA account, in a manner consistent with the Sponsor’s instruction, without regard to BNYA’s own assessment of the Model Providers, Models, Sleeve Managers, ETFs, mutual funds or other securities in other contexts or circumstances where BNYA has the authority to recommend or select such Model 52  Providers, Models, Sleeve Managers, ETFs, mutual funds or other securities. BNYA may be in possession of confidential, nonpublic or other information concerning such investment options which it has no obligation to share with the Sponsor or any Client. No asset allocation to a particular Model Provider, Model, Sleeve Manager, ETF, mutual fund or other security should be considered an approval or endorsement by BNYA of such Model Provider, Model, Sleeve Manager, ETF, mutual fund or other security. Either you or your Consultant and/or the Sponsor retains final authority for the asset allocation decisions and the selection of individual investment options to fill the selected asset allocation. BNYA retains the authority to terminate or change Model Providers, Models or Sleeve Managers in its discretion. Assets from a terminated Model or Sleeve Manager may be automatically reallocated to the other investments currently held within the Command Sponsor UMA account in accordance with the account’s asset allocation. Additionally, BNYA may, in its discretion, at any time remove an ETF, mutual fund or other security from the list of available ETFs, mutual funds and securities. Proceeds from the removed ETF, mutual fund or other security may be allocated to cash unless BNYA is otherwise directed by your Consultant. This replacement process will be subject to the usual and customary settlement procedures and may have tax consequences. BNYA notifies the applicable Sponsors and Consultants about the termination and replacement of Model Providers, Models, Sleeve Managers, ETFs, mutual funds and other securities, and the Consultants, in turn, are responsible for advising you about these changes to the program. Some of the investment options for Command Sponsor UMA may include investment directly in securities which BNYA buys and sells based on Models provided by Model Providers. Once a particular Model Provider notifies BNYA of a change to a Model, BNYA will generally make corresponding changes to your account. BNYA, as overlay manager, reserves the right to not accept a particular Model Provider recommendation. For example, if a security is subject to a reasonable restriction you imposed, BNYA will not purchase that security for your account. When a Model Provider makes a change to a Model, the Model Provider may notify BNYA after the Model Provider has bought and sold securities in its other clients’ accounts. As a result of the timing of Model change notifications and BNYA’s processes, Model Providers may effect trades on behalf of their other clients’ accounts before BNYA effects corresponding trades in Command Sponsor UMA accounts. Therefore, in connection with a Model change, due to the potential for the markets to react to the trades effected by the Model Providers, you may be at a disadvantage when compared to the Model Providers’ other clients with respect to the timing of the trades. Model Providers do not receive information regarding your identity, circumstances, financial condition, portfolio holdings, tax situation, regulatory status or financial needs or goals. Model Providers have no obligation for the provision of advice specifically to you, are not responsible for determining the appropriateness or suitability of a Model, or of any of the securities included from time to time in a Model, for you specifically. Notwithstanding the foregoing, you and your Consultant may wish to review each Model Provider’s ADV Part 2A or alternative disclosure document for more information regarding a Model Provider and/or its Model(s). Information about the risks associated with specific investment selections are contained in Exhibit B and you should review them in detail. It is important to remember that there are risks 53  inherent in any investment, including the loss of principal, which you must be prepared to bear. There is no assurance that any asset class or index, or a diversified mix of assets will provide positive performance over time. Asset classes and/or other investment strategies not included in Command Sponsor UMA may exhibit similar or superior characteristics and performance than those that are included. G. BNYA Portfolio Manager Services for Command Sponsor Model Based SMA BNYA provides portfolio manager services with respect to Command Sponsor Model Based SMA for certain programs in Command. Details regarding Command Sponsor Model Based SMA as it relates to a specific program in Command is described in the Sponsor’s Wrap Fee Brochure. If you have selected a Command Sponsor Model Based SMA, your assets are invested in accordance with the designated Model selected by you and your Consultant based on your risk tolerance and financial objectives. Your Consultant is responsible for recommending Models from those made available by the Sponsor. Either you or your Consultant and/or the Sponsor retains final authority for the selection of individual Models for your account. Each Sponsor, and not BNYA, determines the Models available in their program and, therefore, the investment choices may differ by Sponsor. In doing so, the Sponsor is not relying on BNYA’s expertise or due diligence with respect to the evaluation and selection of Models. BNYA may be in possession of confidential, nonpublic or other information concerning such investment options which it has no obligation to share with the Sponsor or any client. BNYA is granted limited discretionary trading authority with respect to assets in your Command Sponsor Model Based SMA account which includes the authority to implement in its discretion Model changes received from Model Providers and to rebalance the account in accordance with target allocations and program trading parameters established by the Sponsor. No asset allocation to a particular Model Provider, Model, ETF, mutual fund or other security should be considered an approval or endorsement by BNYA of such Model Provider, Model, ETF, mutual fund or other security. Either you or your Consultant and/or the Sponsor retains final authority for the asset allocation decisions and the selection of individual investment options to fill the selected asset allocation. BNYA retains the authority to terminate or change Model Providers or Models in its discretion. BNYA notifies the applicable Sponsors and Consultants about the termination and replacement of Model Providers or Models, and the Consultants, in turn, are responsible for advising you about these changes to the program. Some of the investment options for Command Sponsor Model Based SMA may include investment directly in securities which BNYA buys and sells based on Models provided by Model Providers. Once a particular Model Provider notifies BNYA of a change to a Model, BNYA will generally make corresponding changes to your account. BNYA, as portfolio manager, reserves the right to not accept a particular Model Provider recommendation. For example, if a security is subject to a reasonable restriction you imposed, BNYA will not purchase that security for your account. When a Model Provider makes a change to a Model, the Model Provider may notify BNYA after the Model Provider has bought and sold securities in its other clients’ accounts. As a result of the timing of Model change notifications and BNYA’s 54  processes, Model Providers may effect trades on behalf of their other clients’ accounts before BNYA effects corresponding trades in Command Sponsor Model Based SMA accounts. Therefore, in connection with a Model change, due to the potential for the markets to react to the trades effected by the Model Providers, you may be at a disadvantage when compared to Model Providers’ other clients with respect to the timing of the trades. Model Providers do not receive information regarding your identity, circumstances, financial condition, portfolio holdings, tax situation, regulatory status or financial needs or goals. Model Providers have no obligation for the provision of advice specifically to you, are not responsible for determining the appropriateness or suitability of a Model, or of any of the securities included from time to time in a Model, for you specifically. Notwithstanding the foregoing, you and your Consultant may wish to review each Model Provider’s ADV Part 2A or alternative disclosure document for more information regarding a Model Provider and/or its Model(s). Information about the risks associated with specific investment selections are contained in Exhibit B and you should review them in detail. It is important to remember that there are risks inherent in any investment, including the loss of principal, which you must be prepared to bear. There is no assurance that any asset class or index, or a diversified mix of assets will provide positive performance over time. Asset classes and/or other investment strategies not included in Command Sponsor Model Based SMA may exhibit similar or superior characteristics and performance than those that are included. H. Composite Performance – BNYA Proprietary Products For Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY/American Funds Core Portfolios, Target Retirement Date Portfolios and PortfolioFlex Portfolios, the inception of a published BNYA composite begins when five accounts have been managed in that style for a one-month time period. Each composite includes fee-paying and non- fee-paying, discretionary accounts. BNYA generally includes actual, fee-paying and non-fee paying discretionary accounts in at least one composite; BNYA does not publish composites that contain fewer than five accounts managed in a particular manager/style for a one-month period. Terminated accounts are permanently included in all monthly composites in which they were previously active for the entire month. They are excluded in the month in which they terminate. All returns through December 31, 2017 were calculated using the Modified Dietz method. All returns thereafter are calculated using a daily time weighted rate of return. BNYA calculates performance on a total return basis, which includes realized gains, unrealized gains, and interest and dividend income. Cash is included in the calculation. Accrual accounting is used to recognize interest and dividend income. Cash flows are accounted for by the date they are received. BNYA annualizes returns for periods greater than one year. Composite returns (gross of fees) represent historical gross performance with no deduction for advisory fees (which include Program Fees, Consultant Fees and other applicable fees); assumes reinvestment of dividends, capital gains and any other earnings; and is net of transaction costs. Individual client returns will be reduced by the advisory fee and any other fees and/or expenses incurred in the management of a client’s account. Returns for periods longer than one year are annualized. 55  Composite returns (net of fees) reflect the deduction of applicable advisory fees and transaction costs, and assume the reinvestment of dividends, income and any other earnings. Applicable advisory fees are based upon actual advisory fees deducted from each account in the composite. Returns for periods longer than one year are annualized. I. Performance - Model Providers BNYA does not calculate performance of the Model Provider Models. J. Cybersecurity Risk In addition to the risks described above and in Exhibit B that primarily relate to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. Cybersecurity attacks include electronic and non-electronic attacks that include but are not limited to gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial of service attacks on websites (i.e., efforts to make services unavailable to intended users). As the use of technology has become more prevalent, BNYA and the Client accounts BNYA manages have become potentially more susceptible to operational risks through cybersecurity attacks. These attacks in turn could cause BNYA and Client accounts BNYA manages to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which BNYA invests, counterparties with which BNYA engages in transactions, third party service providers (e.g., a Client account’s custodian), governmental or other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. While cybersecurity risk management systems and business continuity plans have been developed and are designed to reduce risks associated with these attacks, there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed, especially since we do not directly control the cybersecurity systems of issuers or third party service providers. Recent technological advances in generative artificial intelligence and machine learning technologies and systems create opportunities for, and present risks to, BNYA and its clients. BNYA has taken a measured approach to artificial intelligence technology given reliability, cybersecurity, and other concerns. However, it is likely that BNYA and its clients will be exposed to risks related to artificial intelligence through third parties, such as service providers and counterparties. Item 9 Disciplinary Information From time to time, BNYA, BNY or an affiliate of BNY may be involved in regulatory examinations or litigation that arise in the ordinary course of business. Items requiring disclosure 56  will be disclosed accordingly in BNYA’s Form ADV Part 1A, Item 11 and the respective Disclosure Reporting Pages (“DRPs”), and Item 9 of this Brochure (below). On August 14, 2018, the SEC announced an administrative proceeding against BNYA (which, at the time, was known as Lockwood). The action arose out of the SEC’s assertion that BNYA failed to adopt and implement policies and procedures reasonably designed to provide clients or their investment advisers with material information about third party portfolio managers’ “trading away” or “step out trading” practices in BNYA’s sponsored separately managed account wrap fee programs (“Wrap Programs”) and the full extent of the costs of choosing certain portfolio managers in those Wrap Programs. Specifically, the SEC determined that BNYA’s policies and procedures failed to require that material information about “trading away” or “step outs” (1) would be obtained and considered by BNYA prior to making the third party portfolio management firms available to clients in its Wrap Programs and/or (2) would be disclosed to clients directly or through their third party advisers. BNYA offered its Wrap Programs to third party advisers and their clients. In the Wrap Programs, the investments were managed by third party portfolio management firms pursuant to investment strategies selected by the clients in consultation with their advisers. BNYA and the other participating firms were compensated for the advisory, brokerage and custodial services that they provided by sharing an annual wrap fee based on a percentage of the assets under management. Certain expenses were not covered by the wrap fee, such as when a portfolio manager elected to direct the execution of a trade through a broker-dealer firm that was not participating in the Wrap Program. This practice was referred to as “trading away” or “step out trading” and in many cases resulted in transaction costs being borne by the Wrap Program client in addition to the annual wrap fee. Despite paying these costs, Wrap Program clients were not notified that particular trades were “traded away” nor, if applicable, information on how much “step out trading” would cost on top of the wrap fee. By contract, BNYA had allocated to the clients’ advisers the responsibility of evaluating the suitability of the portfolio managers for the individual clients, but the SEC Staff found that BNYA did not provide those advisers with enough information to perform that evaluation. BNYA submitted an Offer of Settlement which the SEC has determined to accept on August 14, 2018. On February 12, 2018, the SEC announced the Share Class Selection Disclosure Initiative (“SCSD Initiative”), a self-reporting initiative directed at investment advisers, under which the SEC Division of Enforcement agreed to recommend favorable settlement terms for advisers who self-report violations of the federal securities laws relating to certain mutual fund share class selection and disclosure issues and who promptly return money to harmed clients. BNYA (which, at the time, was known as Lockwood) voluntarily participated in the SCSD Initiative. In connection with the SCSD Initiative, BNYA undertook a review of its disclosures, and of the mutual fund share classes recommended to, or purchased or held by, clients invested in BNYA Programs during the period between January 1, 2014 and September 4, 2015 and determined that, during this period, certain mutual funds paid 12(b)1 fees totaling $45,872 to Pershing Adviser Solutions, a broker-dealer affiliated with BNYA, when a lower cost share class was available. BNYA voluntarily reported this to the SEC pursuant to the SCSD Initiative. On March 11, 2019, the SEC issued an Order Instituting Administrative and Cease and Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease and Desist Order against BNYA (the “Order”), which Order found that BNYA violated Sections 206(2) and 207 of the Investment Advisers Act of 1940 (“Advisers Act”). BNYA was ordered to cease and desist from 57  future violations of Sections 206(2) and 207 of the Advisers Act; was censured; and was ordered to pay disgorgement of $45,872, together with prejudgment interest of $6,315.98, and to distribute such amounts to affected clients. Item 10 Other Financial Industry Activities and Affiliations A. Other Financial Industry Activities BNYA does not engage in any other business other than that of an investment manager, research provider, model provider, sponsor or administrator for managed account programs. Some of BNYA's personnel may hold securities registrations, including, but not limited to FINRA series 7 or series 24, which are held with BNYA’s affiliate, Pershing. B. Financial Industry Affiliations Affiliated Broker-Dealers and Investment Advisers BNYA is affiliated with a large number of investment advisers and broker-dealers within the BNY family of companies. Please see BNYA’s Form ADV Part 1A-Schedule D. Section 7.A. for a list of investment advisers and broker-dealers affiliated with BNYA. Several of our investment adviser affiliates have, collectively, a significant number of investment-related private funds for which a related person serves as sponsor, general partners or managing member (or equivalent), respectively. Please refer to the Form ADV Part 1A – Schedule D, Section 7.B for each of our affiliated investment advisers for information regarding such firm’s private funds (if applicable) and such firm’s Form ADV Part 1A – Schedule D, Section 7.A for information regarding related persons that serve in a sponsor, general partners or managing member capacity (if applicable). Clients of BNYA may also be clients of affiliated investment advisers and such relationships and related transactions may occur without BNYA’s knowledge. BNY is a global financial services company providing a comprehensive array of financial services (including asset management, wealth management, asset servicing, clearing and execution services, issuer services and treasury services) through a world-wide, client-focused team that enables institutions and individuals to manage and service their financial assets. BNY Investments is the umbrella designation for certain of BNY’s affiliated investment management firms and global distribution companies and is responsible, through various subsidiaries, for U.S. and non-U.S. retail, intermediary and institutional distribution of investment management and related services. BNYA enters into transactions with unaffiliated counterparties or third-party service providers who can be using affiliates of ours to execute such transactions. Additionally, when BNYA effects transactions in American Depositary Receipts (“ADRs”) or other securities, the involved issuers or their service providers could be using affiliates of BNYA for support services. Services provided by BNYA’s affiliates to such unaffiliated counterparties, third party service providers and/or issuers include, for example, clearance of trades, purchases or sales of securities, serving as depositary banks to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by BNYA. Although one of our affiliates receives 58  compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of BNYA is made by the unaffiliated counterparty, third-party service provider or issuer. Further, BNYA will likely be unaware that the affiliate is being used to enter in such transaction or service. BNY and/or its other affiliates gather data from us about our business operations, including information about holdings within client portfolios, which is required for regulatory filings to be made by us or BNY or other affiliates (e.g., reporting beneficial ownership of equity securities) or for other compliance, financial, legal or risk management purposes, pursuant to policies and procedures of BNYA, BNY or other affiliates. This data is deemed confidential and procedures are followed to ensure that any information is utilized solely for the purposes intended. Affiliated Sub-Advisers may provide certain advisory and/or other services on behalf of BNYA, and investment vehicles that are managed by investment management affiliates of BNY may be used in the BNYA Managed Products. Parties, which are related parties to BNYA or under common control as subsidiaries owned by BNY, include those which are: • broker dealers (such as Pershing), municipal securities dealers, or government securities brokers or dealers (registered or unregistered) • other investment advisers (including financial planners) • registered municipal advisors • commodity pool operators or commodity trading advisors (whether registered or exempt from registration) trust companies insurance companies or agencies • banking or thrift institutions • • • sponsors, general partners, managing members (or equivalent) of pooled investment vehicles Affiliates of BNYA may refer Consultants, Sponsors, Firms, Model Providers or sub-advisers to BNYA. Affiliates of BNYA may also have business arrangements with Consultants, Sponsors, Firms, Model Providers or sub-advisers that may indirectly benefit from such entities’ business with BNYA. This may create a potential conflict of interest; therefore, BNYA shall make an independent determination as to whether to do business with such entities. One or more Model Providers may also have a contract with BNYA to serve as a Portfolio Manager in the Managed360 Program. For certain Command programs, Pershing, a registered broker-dealer and BNYA’s affiliate, provides clearing and custody services for the program. In such cases, trading is performed on an agency basis through Pershing. BNYA delegates certain functions, including administration of trading, to its affiliate, the Managed Accounts division of Pershing (“Managed Accounts”). Managed Accounts does not have discretion to trade other than upon instructions of BNYA. 59  Certain mutual fund families whose funds are used in the Products provide fees to BNYA’s affiliates, Pershing and Pershing Advisor Solutions. BNYA does not receive any direct fees associated with an investment in such funds; however, the receipt of such compensation by BNYA’s affiliates creates a conflict of interest because BNYA has a financial incentive to select particular mutual funds or share classes that result in greater compensation to Pershing and Pershing Advisor Solutions. BNYA addresses this conflict through a combination of disclosure to Clients and through policies and procedures designed to prevent BNYA from considering the fees received by affiliates when selecting a particular mutual fund or share class. One or more affiliates of BNYA may be a service provider, such as a trustee or administrator to a mutual fund or ETF, used in the BNYA Managed Products, and may receive a fee from the mutual fund or ETF for performing such service. BNYA does not receive any portion of these fees and does not consider trustee or administrator fees received by an affiliate in its selection and retention of investment vehicles. BNYA has relationships with certain firms and their affiliates that are also owners of common stock of BNY. The nature of such relationships include but are not limited to fund companies, fund investment advisers, other fund service providers and Model Providers for BNYA Managed Products available in Command, as well as Portfolio Managers and Model Providers available in certain programs in Command. These relationships with BNY may create a potential conflict of interest; however, it did not and does not affect BNYA’s decision to include these firms in a managed account program or BNYA Managed Product, and these firms are subject to BNYA’s due diligence criteria. The mutual funds and ETFs available in a particular BNYA Managed Product or program may be serviced by BNYA affiliates, who receive fees for such services. When selecting a mutual fund and/or ETF for inclusion in, or removal from a BNYA Managed Product, BNYA does not take into consideration whether the fund is serviced by an affiliate of BNYA. For more detailed information regarding a mutual fund, including fees and expenses, please refer to that fund’s prospectus. When BNYA serves as portfolio manager in Command, BNYA does not purchase securities issued by BNY. BNYA and certain of its affiliates sponsor other wrap fee programs, which may have fees, custodians, portfolio managers and/or available products that are different from those in the program described in this Brochure. BNY’s Status as a Bank Holding Company BNY and its direct and indirect subsidiaries, including BNYA, are subject to (1) certain U.S. banking laws, including the Bank Holding Company Act of 1956, as amended (the “BHCA”), (2) regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and (3) the provisions of, and regulations under, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The BHCA, the Dodd-Frank Act, other applicable banking laws and the regulatory agencies, including the Federal Reserve, that interpret and administer these laws may restrict (1) the transactions and relationships among BNY, its affiliates (including BNYA) and our clients and (2) our investments, transactions and 60  operations. For example, the BHCA regulations applicable to BNY and us may restrict our ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of our investments, and restrict our ability to participate in the management and operations of the companies in which we invest. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by BNY and its affiliates (including us) for Client and proprietary accounts may need to be aggregated and may be subject to a limitation on the amount of a position that may be held. These limitations may have an adverse effect on BNYA’s ability to manage Clients’ investment portfolios. For example, depending on the percentage of a company, BNYA and its affiliates (in the aggregate) control at any given time, the limits may (1) restrict BNYA’s ability to invest in that company for certain Clients or (2) require us to sell certain Client holdings of that company when it may be undesirable to take such action. Additionally, in the future BNY may, in its sole discretion and without notice, engage in activities affecting us in order to comply with the BHCA, the Dodd-Frank Act or other legal requirements applicable to (or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on) us and accounts that we and our affiliates manage. The Volcker Rule. The Dodd-Frank Act includes provisions that have become known as the “Volcker Rule,” which restrict bank holding companies, such as BNY and its subsidiaries (including BNYA) from (i) sponsoring or investing in a private equity fund, hedge fund or otherwise “covered fund”, with the exception, in some instances, of maintaining a de minimis investment, subject to certain other conditions and/or exceptions, (ii) engaging in proprietary trading, and (iii) entering into certain transactions with affiliated covered funds. The Volcker Rule generally prohibits certain transactions involving an extension of credit or other type of transaction as set forth in applicable regulations between BNY and its affiliates, on the one hand, and “covered funds” managed or sponsored by BNY and/or its affiliates (including BNYA), on the other hand, subject to certain exemptions pursuant to which such extensions of credit are permitted. BNY affiliates provide securities clearance and settlement services to broker-dealers on a global basis. The operational mechanics of the securities clearance and settlement process can result in an incidental or unintended intraday extension of credit between the securities clearance firm and a “covered fund.” As a result, unless an applicable exemption is available, we may be restricted from using a BNY affiliate as custodian or in other capacities for covered funds as well as be restricted in executing transactions for certain funds through broker- dealers that utilize a BNY affiliate as their securities clearance firm. Such restrictions could limit the covered fund’s selection of service providers and prevent us from executing transactions through broker-dealers we would otherwise use in fulfilling our duty to seek best execution. The Volcker Rule was amended in 2020 to include exemptions that permit a broader range of transactions between BNY and its affiliates and relevant covered funds. BNY intends to rely on such exemptions to the extent it deems appropriate. Affiliated Banking Institutions BNY engages in trust and investment business through various banking institutions, including the Bank and BNY Mellon, N.A. These affiliated banking institutions may provide certain 61  services to us, such as recordkeeping, accounting, marketing services, and referrals of clients. We may provide the affiliated banking institutions with sales and marketing materials relating to our investment management services that may be distributed under the name of certain marketing “umbrella designations” such as BNY, BNY Wealth, BNY Investments, and BNY IM EMEA. Affiliated Sub-Advisers and Affiliated Products in BNYA Managed Products and BNYA Models The contracting of an Affiliated Sub-Adviser by BNYA, or the inclusion of Proprietary Funds in a BNYA Managed Product or BNYA Model, presents certain inherent conflicts of interest. BNYA seeks to ensure that it acts in the best interests of its Clients through disclosure and/or the waiver or rebate of fees in order to mitigate such conflicts. Please refer to Item 8.C (Potential Conflicts of Interest Relating to BNYA Managed Products and BNYA Models) for more information about potential conflicts of interest with respect to contracting of Affiliated Sub-Advisers and/or the inclusion of Proprietary Funds in BNYA Managed Products and BNYA Models, and how BNYA mitigates such conflicts. C. Other Relationships BNY personnel, including certain of our employees, may have board, advisory, or other relationships with issuers, distributors, consultants and others that may have investments in a private fund and/or related funds or that may recommend investments in a private fund or distribute interests in a private fund. To the extent permitted by applicable law, BNY and its affiliates, including us and our personnel, may make charitable contributions to institutions, including those that have relationships with investors or personnel of investors. As a result of the relationships and arrangements described in this paragraph, placement agents, consultants, distributors and other parties may have conflicts associated with their promotion of a private fund, or other dealings with a private fund, that create incentives for them to promote a private fund. BNY maintains a Code of Conduct that addresses these types of relationships and the potential conflicts of interest they may present, including the provision and receipt of gifts and entertainment. BNY, among several other leading investment management firms, has a minority equity interest in Kezar Markets, LLC (f/k/a Titan Parent Company, LLC), which owns Kezar Trading, LLC (f/k/a Luminex Trading and Analytics, LLC) (“Kezar”), a registered broker-dealer under the Exchange Act that operates two alternative trading systems for securities (the “Alternative Trading Systems”). Transactions for Clients for which we serve as adviser may be executed through the Alternative Trading Systems. BNYA and BNY disclaim that either is an affiliate of Kezar. 62  D. Marketing Activities Certain Portfolio Managers or Model Providers (or their affiliates) available in Command, have served as sponsor of certain BNYA conferences or other events. During the prior calendar year, BNYA received sponsorship fees from the following Portfolio Managers and Model Providers: • None Sponsorships create a potential conflict of interest, however, they did not and do not affect BNYA’s decision to include these firms in a BNYA offering. Correspondingly, during the prior calendar year, BNYA paid sponsorships fees for certain specific marketing activities engaged in by the financial institutions and organizations listed below. This list includes Firms that participate or participated in the Managed360 Program, Command and/or other non-advisory platforms during the prior calendar year. • Arvest Wealth Management • Benjamin F. Edwards & Co., Inc. • Key Investment Services LLC • Lincoln Investment • Primerica Services Inc. (PFS Investments Inc. (d/b/a Primerica Advisors)) • Sanctuary Advisors, LLC Affiliates of BNYA, including Pershing, may have also paid or received sponsorship fees for certain marketing activities of firms that do business with BNYA. By accepting sponsorship payments from Portfolio Managers and Model Providers, a potential conflict of interest may exist in BNYA’s objective ability to provide Clients with disinterested advice. BNYA manages this potential conflict of interest by applying the same selection criteria to Portfolio Managers, Model Providers, sub-advisers, ETFs and mutual funds, regardless of whether BNYA, Pershing or any other affiliate of BNYA pays or receives sponsorship fees. BNYA or its affiliates may pay certain expenses, such as lodging, meals and entertainment for certain attendees at conferences sponsored by BNYA or its affiliates. This indirect compensation provided to Consultants who recommend BNYA’s products may create a conflict of interest. E. Other Wrap Products and Services BNYA acts as Sponsor and/or portfolio manager in programs that may be similar to the program described in this Brochure and priced differently. BNYA also acts as portfolio manager in programs where BNYA acts as Sponsor and also in programs where it does not also act as Sponsor. In addition, BNYA’s management of the investments in these other programs not described in this Brochure may differ from the way BNYA manages the investments in the BNYA Managed Products described in this Brochure, for accounts with the same or similar investment objectives, similar risk structure and similar size. For the program described in this Brochure and the programs not described in this Brochure, where BNYA acts as portfolio manager, BNYA may make different decisions regarding the same security 63  in different programs, taking into consideration all facts and circumstances, on or about the same time. To obtain a copy of other BNYA Brochures, call 1-800-200-3033, Option 3. BNYA may also provide investment advice to other financial intermediaries. These financial intermediaries may also participate in one or more BNYA programs, including the Managed360 Program. BNYA may enter into agreements with third parties, including Firms and affiliates of BNYA, whereby BNYA will apply its proprietary quantitative screening techniques (including historical performance and risk measures) to a mutual fund and/or ETF universe provided to BNYA by a third-party, including your Firm. BNYA will then assess each mutual fund/ETF as to whether it passes or fails the screening process. The screening results are not intended to be offered by BNYA as investment advice to Clients, but rather only offered to the corresponding Firm or affiliate. BNYA has no investment discretion when it is only providing mutual fund and ETF screening services. BNYA’s fee for this service may be billed quarterly to the Firm or affiliate. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Compliance Plan BNYA has adopted written policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act, which are incorporated within BNYA’s Compliance Manual. The Compliance Manual addresses the following topics: • Adherence to Investment Objectives and Restrictions • Advertisements • Adviser’s Compliance Program • Adviser as Sponsor • Adviser as Portfolio Manager • Advisory Agreements • Agency Cross Transactions • Anti-Money Laundering • Best Execution • Books and Records • Business Continuity and Disaster Recovery • Client Accounts • Complaints • Conflicts of Interest • Continuing Education • Custody • Cybersecurity • Dealings with Regulators, Government Agencies, Outside Attorneys and Duty to Escalate • Directed Brokerage 64  • Due Diligence – Third Party Firms • Due Diligence-Selection of Portfolio Managers • Due Diligence-Selection of Investment Vehicles and Third-party List Providers • Electronic Communications and Social Media • ERISA • Escalation and Speaking Up • Exchange Act Filings • Fees • Form ADV • Gifts, Entertainment and Other Payments • Government Contracts • Insider Trading and Pre-Clearance • Investment Adviser Representative Continuing Education • Investment Adviser Representative Registration • Late Trading and Market Timing-Mutual Funds • Oversight of Portfolio Managers, Investment Vehicles and Buy List Providers • Performance Advertising • Personal Securities Transactions & Records • Principal Trading • Prohibited Business Practices for Investment Advisers and their Associated Persons • Proxy Voting • Regulation S-P- Privacy of Client Financial Information and Safeguarding Information • Security Pricing and Account Valuations • Soft Dollars • Testimonials and Endorsements • Trade Errors • Trading • Political Contributions by Investment Advisers BNYA employees receive periodic training relating to the policies and procedures, which are reviewed periodically and amended, as needed. B. Code of Ethics and Personal Trading BNYA has adopted a Code of Ethics (“Code”) pursuant to Rules 204A-1 and 204-2 under the Advisers Act. The Code is reviewed periodically, amended as necessary, and distributed to all personnel. Periodic training on the Code is provided to existing employees and all new employees upon hire. The Code addresses a variety of topics relating to the appropriate conduct of investment advisory personnel, including the following: • Fiduciary obligations of access persons • Requirement to comply with applicable Federal securities laws 65  • Classification of access persons • Reporting requirements for access persons • Pre-clearance requirements for access persons • Confidentiality • Receipt and presentation of gifts • Pre-approval of initial public offerings or limited offerings • Reporting, review and recordkeeping requirements • Review of access persons’ transactions in reportable securities • Violations of the Code • Training With respect to personal trading, the Code contains rules and restrictions on the purchase and sale of securities by employees. These rules and/or restrictions are designed to protect BNYA’s Clients. All officers and employees are required to put the interests of the Clients first in all dealings relating to the Client and their investments. Activities that are strictly prohibited include: • Having a personal interest in any Client transaction • Receiving any personal benefit from a Client transaction • Using knowledge of Client transactions for personal gain • Allowing anything to influence or impact an independent unbiased judgment with respect to Client communications. Compliance personnel monitor personal securities trading by employees and the members of the employee’s household. Employees who have direct contact with certain Client account information are required to obtain approval in advance for any securities transactions they or a member of their household wish to make. Employee personal trading is monitored by Compliance personnel to verify the employees are complying with the Code. BNYA may impose penalties and sanctions on employees who have violated provisions of the Code, including the personal trading policy. Employees must file transaction reports with Compliance quarterly and holdings reports annually. To the extent the Code is silent on a matter; BNYA shall default to the BNY Code of Conduct (the “BNY Code”). The BNY Code provides to employees the framework and sets the expectations for business conduct. In addition, it clarifies our responsibilities to clients, suppliers, government officials, competitors and the communities we serve and outlines important legal and ethical issues. BNYA will provide a copy of the Code or BNY Code to you or any prospective Client, upon request. C. Participation or Interest in Client Transactions BNYA, its employees and/or affiliates may give advice and take action in the performance of their duties that may be the same as, similar to, or different from advice given, or the timing or 66  nature of actions taken, for other Client accounts or for their proprietary or personal accounts. BNYA and its employees may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which your account may have an interest from time to time. BNYA has no obligation to acquire for your account a position in any investment, which it, acting on behalf of another Client, or an employee, may acquire, and the Client accounts shall not have first refusal, co-investment or other rights in respect of any such investment. In addition, BNYA employees may be invested in the BNYA Managed Products. Because this may present a potential conflict of interest, BNYA has adopted a Code of Ethics, which includes restrictions on employees’ personal trading as described in Section B above. D. Privacy Policy BNYA has procedures designed to protect your personal information. Please refer to Exhibit C for BNYA’s Privacy Policy. E. Business Continuity BNYA has adopted a business continuity plan to maintain critical functions and services in the event of circumstances which may impact our physical office location, applications, data centers or networks. F. Error Correction BNYA seeks to correct errors affecting Client accounts in a fair and timely manner and in such a way that the Client will not suffer a loss. To manage potential conflicts of interest concerning errors, we have implemented a written error resolution policy, whereby risk management personnel monitor and resolve such issues. G. Risk Council BNYA has established the BNYA Risk Oversight Council (“ROC”) that is responsible for reviewing the investment and operational risks applicable to BNYA’s business. Responsibilities include: • Ensuring portfolio risk and performance are properly reflected in portfolios and consistent with Client objectives and expectations; and • Ensuring operational risk is properly monitored and consistent with BNYA’s risk appetite and framework. Material issues identified by the ROC may be escalated to the BNYA Risk and Compliance Committee (“RCC”), which is responsible for overall risk management of the activities across BNYA, and has monitoring and oversight responsibilities with respect to the risk and compliance matters of BNYA. Additionally, the RCC determines whether any material items require escalation to the BNYA Board of Directors and/or other applicable BNY enterprise- level oversight committees. 67  Item 12 Brokerage Practices A. Soft Dollars BNYA currently does not use soft dollar research or services. In the event BNYA should begin to use soft dollar research or services, then BNYA would make a good faith determination of the value of the research product or service in relation to the commissions paid. BNYA would pay particular attention to the fact that any benefit must be advantageous to Clients. B. Trade Aggregation BNYA delegates certain operational functions to Managed Accounts, including trade order entry with respect to certain of the BNYA Managed Products. Due to different trading technology platforms, the timing of trading among the different BNYA Managed Products may, and often does, differ. BNYA maintains “average price accounts” for the trades in accounts managed by BNYA. Generally, trades made within the same BNYA Managed Product are aggregated in the same trading block, by custodian, so that all accounts within that trading block will receive the same price for execution based on the average price for the block. Typically, for each BNYA Managed Product, trades for new accounts, style changes and previous day contributions are aggregated in one trade block. For example, if the same security is being purchased in both AdvisorFlex Portfolios and Target Risk Portfolios at the same time, there would be separate trading blocks for each of the AdvisorFlex Portfolios and Target Risk Portfolios trades. For large ETF orders, BNYA may combine a trade across multiple BNYA Managed Products. Throughout the day, at various times, BNYA may receive requests from Clients that require one or more accounts to be traded. For example, you may ask your Consultant to raise cash for an upcoming withdrawal, liquidate a security or change the selected BNYA Managed Product or Model. Managed Accounts will process the request and enter an order for a trade block as each request is received. If Managed Accounts receives multiple requests within a reasonable time (typically a 15 minute window), generally, Managed Accounts will aggregate those trades into a single trading block. C. Trade Rotation Policy BNYA has adopted a trade rotation policy to define the sequence in which BNYA communicates trades and advice related to BNYA Models (the “BNYA Trade Rotation”). BNYA utilizes the BNYA Trade Rotation, as necessary, when placing trades for Client accounts in which BNYA has investment discretion (“BNYA Discretionary Accounts”) and in communicating model changes to third parties that receive BNYA Models (“BNYA Model Recipients”) for which BNYA does not exercise trading discretion. When BNYA executes trades in the BNYA Discretionary Accounts that it also communicates to one or more BNYA Model Recipients, BNYA will do so on a rotational basis. A rotation schedule will be maintained that includes BNYA Discretionary Accounts and each BNYA Model Recipient (the “Rotation Schedule”). BNYA’s trade execution and communication will 68  follow the Rotation Schedule, which will rotate each day that trades are executed and communicated (i.e., the BNYA Discretionary Accounts or each BNYA Model Recipient that was previously first will move to the end of the Rotation Schedule). Because Client accounts are often part of wrap fee programs with fee structures that include clearing and custody fees, BNYA will typically place its discretionary trades for the BNYA Managed Products with the custodian used by the Client. BNYA has adopted a trade rotation policy to define the sequence in which BNYA communicates trades to different custodians. As part of this policy, when BNYA makes a portfolio change in a BNYA Managed Product that impacts Clients utilizing different custodians, BNYA will rotate the order in which changes in a given BNYA Managed Product are communicated to the applicable custodians. BNYA’s receipt of a Model from a Model Provider or sub-adviser is subject to the trade rotation policy of such Model Provider or sub-adviser (“Model Trade Rotation Policy”), which allocates the distribution of Model updates across multiple programs and/or products in which the Model Provider or sub-adviser, as applicable, participates. In some cases, BNYA may not receive the Model update until after such Model Provider or sub-adviser has already executed trades in its own discretionary accounts. As a result of the Model Provider’s or sub-adviser’s Model Trade Rotation Policy, your account may be disadvantaged based on the order in which BNYA receives updates to the Model. Please refer to the Model Provider’s or sub-adviser’s Form ADV Part 2 brochure for more information regarding the trade rotation policies of that Model Provider or sub-adviser, as applicable, and the Wrap Fee Brochure applicable to the program(s) in which you participate. BNYA uses a third party portfolio accounting system to allocate the trades made in the BNYA Managed Products. BNYA utilizes the pro-rata method within the system in the event of a partial trade order fill, whereby BNYA allocates shares to accounts on a pro-rata basis governed by a series of tax-lot and trade criteria until all shares are allocated. D. Rebalancing BNYA may change the style allocation, sub-advisers or investment vehicles used to manage a portion of the portfolio without receiving instructions from you in each case. In the event of an asset allocation change, BNYA rebalances the portfolio accordingly (a “Global Rebalance”). During the life of the portfolio, BNYA may change the investment vehicles used within the portfolio to attempt to achieve more effective tracking to a benchmark, or make an allocation to a specific sector or characteristic, such as International Small-Cap or fixed income duration, as part of its portfolio management process. Accounts are systematically reviewed on a periodic basis to determine if they fall outside of the established drift parameters. If the account has drifted away from the BNYA Managed Product’s/Model’s target allocation, such that it falls outside of the established parameters, it will be rebalanced back to the BNYA Managed Product’s/Model’s target allocation. If the account is within the drift parameters, the account will not be rebalanced. BNYA retains discretion to determine if a rebalance is appropriate at any time during the life of the account. 69  When you request a cash withdrawal from your account, BNYA may first need to sell some of the securities in your account to raise the cash you requested. After a security is sold, it may take up to two (2) business days before the trade settles and the cash proceeds are in your account. In some cases, BNYA may be able to request a “short settlement” and have the trade settled in one (1) business day. Please note, however, that you will incur additional brokerage costs to have a short settlement effected. In addition, certain mutual funds do not permit next day settlement requests even though most open-ended mutual fund trades settle in one (1) business day. Periodically, BNYA will rebalance a portion of the portfolio or the entire portfolio (each, a “Global Rebalance”). During a Global Rebalance, if there is a cash balance in the portfolio, the cash may not be available to be withdrawn. BNYA performs its trading analysis based on trade date, not settlement date, so cash may appear to be available to you when it is not available during a Global Rebalance. For example, BNYA sends an order to sell a security and buy another security. The security sale raises $10,000 and the new security is purchased for the same amount. The sale may settle the next business day, but the new security may not settle for two (2) more business days. If you request a withdrawal and take the cash in the strategy after the sale of the security settles, but before the new security buy settles, it will result in a negative balance. In addition, there are times when it will take more than one (1) day to complete the trading required for a Global Rebalance and cash may appear to be available to you at times when it is not available. If you wish to make a withdrawal or some other change, such as a Model change, style change, etc., BNYA cannot process this request on shares that have not settled, because the client does not own them yet. This would constitute a violation called “freeriding,” which is not permitted under the Federal Reserve Board’s Regulation T and the custodian may be required to prohibit trading in the Client’s account for 90 days. You should consult your tax advisor and Consultant on these issues prior to requesting a withdrawal from your account. E. Best Execution BNYA has adopted a Best Execution Policy pursuant to which BNYA reviews exception reports containing samples of trades to monitor for best execution. Pursuant to its best execution policy, BNYA has established the Intermediary Best Execution Council which meets quarterly to review execution quality metrics and compliance with applicable regulations. Because Client accounts are often part of wrap fee programs with fee structures that include clearing and custody fees, BNYA will typically place its discretionary trades for the BNYA Managed Products with the custodian used by the Client, including BNYA’s affiliates, unless directed otherwise by the Sponsor. With the exception of fractional shares, in cases where the custodian is a BNYA affiliate, all such trades are affected on an agency basis, unless prior Client approval is obtained for a principal trade, in accordance with Advisers Act requirements. BNYA may trade away from a Client’s custodian in order to achieve best execution. When selecting other broker-dealers with which to place its discretionary trades, BNYA does not consider whether BNYA or an affiliate receives client referrals from that broker-dealer. 70  BNYA delegates certain functions, including administration of trading, to Managed Accounts. For Precision Direct Indexing and the Precision Tax Overlay service, BNYA has delegated certain advisory and other functions, including the selection of broker-dealers with which to place trades, to its Affiliated Sub-Adviser, MIC. This delegation is subject to the overall supervision and oversight of BNYA, including monitoring for best execution. For information about MIC’s criteria for broker-dealer selection and the factors considered in seeking best execution, please refer to MIC’s Form ADV Part 2 brochure. F. InvestCloud Security APL BNYA employs the InvestCloud (formerly Fiserv) Security APL (“APL”) system as its primary portfolio accounting system. APL has a process whereby a security or securities may not be purchased if there is inadequate cash in the account to purchase such security. In such cases, APL will prorate the available cash among the securities to be purchased, and APL will not purchase a security to a weight not specified in the designated Model or BNYA Managed Product. G. Blackout Periods BNYA will implement blackout periods leading up to its discretionary portfolio changes (including changes to underlying investment vehicles, asset allocation changes and rebalances) made for AdvisorFlex Portfolios, Target Risk Focus Portfolios, Target Risk Portfolios, BNY/American Funds Core Portfolios, Target Retirement Date Portfolios and PortfolioFlex Portfolios. During such blackout periods, processing of certain maintenance requests, such as contributions and withdrawals, and the associated trading may be delayed until the blackout period is complete. Because Client assets remain invested during the blackout period, the value of a Client’s account may decrease (or increase) during the blackout period. Requests to fully liquidate and terminate a Client account will not be impacted by blackout periods. H. Fractional Shares Fractional shares are created as a result of dividend reinvestment or corporate actions. Because fractional shares are not able to be routed to an exchange or other market maker for execution, they are not able to be purchased or sold on an agency basis. By entering into the Client Agreement, you authorize us to effect fractional share transactions on a principal basis. BNYA and Pershing mitigate any potential conflicts of interest in effecting fractional share principal transactions by acing in the best interest of our clients and neither BNYA nor Pershing will receive any selling concession or other compensation or benefits as a result of such fractional share transactions. Item 13 Review of Accounts BNYA employs a number of reports to periodically monitor an account’s holdings with respect to the BNYA Managed Products, and also to review accounts for such items as cash level, style drift and investment performance. As a result of these reviews, BNYA, in its sole discretion, may rebalance your account in such instances as it believes are in your best interests. 71  Your Consultant and your Sponsor are responsible for obtaining information from you regarding your financial situation and investment objectives and determining whether a BNYA Managed Product is suitable for you. Your Consultant and your Sponsor are also responsible for providing you with the opportunity to impose reasonable restrictions on the management of your account. In addition, your Consultant and your Sponsor are responsible for monitoring your investment objectives or guidelines on an on-going and periodic basis, but no less frequently than quarterly, to confirm that the selected BNYA Managed Product remains suitable for you. Your Consultant and/or the Sponsor will contact you, at least annually, to inform them of any changes in your financial situation or investment objectives or if there are any new or changes to existing investment restrictions which you wish to impose. While there are no restrictions on your ability to contact and consult BNYA personnel, it is generally preferred that you do so through, or together with, your Consultant. BNYA may provide your Consultant with written investment performance reports which may, in turn, be made available to you. You are encouraged to compare the information contained in any performance reports you receive from BNYA or your Consultant with the information contained in the statements you receive from your custodian. Item 14 Client Referrals and Other Compensation Unaffiliated Solicitors and Placement Agents From time to time, we retain third parties to solicit new investment advisory clients. The commissions or fees, if any, payable to such solicitors (also referred to as placement agents) with respect to solicitation of investments with us will be paid solely by us. Neither Firms nor Clients will pay fees for these solicitations. These solicitors have an incentive for BNYA to be hired because we will pay the solicitor for the referral. The prospect of receiving solicitation/placement fees provides such placement agents and/or their salespersons with an incentive to favor these sales over the sale of other investments with respect to which the placement agent does not receive such compensation or receives lower levels of compensation. In addition, to the extent permitted by law, certain placement agents and their respective affiliates may provide brokerage and certain other financial and securities services to us or our affiliates. Such services, if any, will be provided at competitive rates. Some Firms may retain consulting firms to assist them in selecting investment managers. Some consulting firms provide services to both those who hire investment managers and to investment management firms. BNYA may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where it believes those services will be useful to it in operating its investment management business. BNYA does not pay referral fees to consultants. However, Firms and prospective Firms should be aware that consulting firms might have business relationships with investment management firms that they recommend to their Clients. Affiliated Solicitors and Placement Agents 72  From time to time, we pay referral fees to our affiliates (and/or their employees) for referrals that result in additional investment management business. Our ultimate parent company, BNY, has organized its lines of business into different groups (collectively “Groups”). As a member of BNY Investments, we are part of the BNY Investments Group. In certain circumstances, BNY Investments sales representatives are paid fees for sales. The fees may be based on revenues and may be a one-time payment or paid out over a number of years. Sales of any alternative investment products (such as private funds) are required to be made through a broker-dealer affiliate. Only registered representatives of such broker-dealer are eligible to receive compensation for sales of alternative investments. Receipt of compensation in connection with the sale of our products and services gives rise to a conflict of interest in that it may give the sales representatives or our affiliates an incentive to recommend investment products and services to Firms based on the compensation they will receive, rather than solely on a Firm’s needs. Item 15 Custody Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) defines “custody” to include a situation in which an adviser or a related person holds, directly or indirectly, client funds or securities or has any authority to obtain possession of them, in connection with advisory services provided by the adviser. For the purposes of the Custody Rule, BNYA is deemed to have custody of client funds and securities which are managed by BNYA and custodied by Pershing due to BNYA’s affiliation with Pershing. Pershing is located at One Pershing Plaza, Jersey City, New Jersey 07399. Accounts may be custodied at Pershing, another affiliate of BNYA, or elsewhere. You will receive custodial account statements about portfolio holdings directly from the custodian that maintains your funds and securities. In addition to custodial account statements provided by the custodian, BNYA may make regular investment performance and evaluation reports available to your Consultant, so you can measure your progress toward your financial goals. You are encouraged to carefully review the custodial account statements you receive from the custodian and compare the information on those statements to any report on an account that you receive from BNYA. If you require additional information about the content of a BNYA report, you should contact BNYA at 1-800-200-3033, Option #3. Because BNYA is affiliated with Pershing, BNYA has retained an independent public accountant to perform a surprise examination of BNYA on at least an annual basis pursuant to the Custody Rule. The most recent independent public accountant’s report dated August 28, 2024 is filed with the SEC and is available at the SEC’s website at: https://adviserinfo.sec.gov/firm/summary/106108, and then select “Accountant Surprise Examination Report.”) It is BNYA’s policy that it does not advise, initiate or take any other action on your behalf relating to securities held in your account managed by BNYA in any legal proceeding (including, 73  without limitation, class actions, class action settlements and bankruptcies). BNYA does not file proofs of claim relating to securities held in your account and does not notify you or your custodian of class action settlements or bankruptcies relating in any way to such account. Item 16 Investment Discretion If you have an AdvisorFlex Portfolios account, you have given BNYA and your Consultant certain discretion in your investment advisory agreement with your Sponsor. As previously described in Items 8 and 12 above, you have given BNYA the limited discretion to make trades in your account for Model Updates. BNYA, in its sole discretion, may rebalance your account in such instances as it believes are generally beneficial and in accordance with the model selected by you and your Consultant. You may grant limited discretion to your Consultant to make changes to Primary Selections and Alternative Selections in your AdvisorFlex Portfolios account and to make other decisions relating to the account on your behalf. Please refer to your agreement with your Sponsor and/or Consultant for more information regarding the discretion you grant to your Consultant. If you have a Target Risk Focus Portfolios, Target Risk Portfolios, BNY/American Funds Core Portfolios, Target Retirement Date Portfolios, Third Party Model Providers, Command Sponsor UMA, Command Sponsor Model Based SMA or Precision Direct Indexing account, or have selected the Precision Tax Overlay service, you have granted BNYA certain discretionary authority, as set forth in your investment advisory agreement with your Sponsor. As described in Items 8 and 12 above, this discretionary authority grants BNYA the ability to select securities for your account, to make trades in your account and/or to rebalance your account in such instances as BNYA believes are in your best interests and in accordance with the BNYA Managed Product/Model selected by you and your Consultant. In cases where BNYA contracts with an Affiliated Sub-Adviser, BNYA may delegate certain advisory and/or other services related to your account to the Affiliated Sub-Adviser. Item 17 Voting Client Securities For the BNYA Managed Products, if you opt to have BNYA vote proxies for you, your custodian will send reorganization notices and proxy materials to BNYA, with the exception of Precision Direct Indexing and the Precision Tax Overlay service, for which proxies will be forwarded to and voted by BNYA’s Affiliated Sub-Adviser, MIC. If your account is a tax- qualified retirement plan subject to ERISA, unless you opt to vote proxies yourself or delegate proxy voting to another entity, BNYA will vote your proxies. If your account is not an ERISA account, you may either retain the right to vote proxies or delegate such authority to BNYA. If you opt to vote your own proxies, you will receive proxies as described in your brokerage agreement with the broker-dealer. Clients should contact their Consultant if they have any questions about any proxies or other solicitations they receive. As part of the relationship between us and our Clients, typically through an investment advisory agreement between the Client and Sponsor, a Client may delegate to us its right to exercise voting authority in connection with the securities we manage for that Client. Voting rights are most commonly exercised by casting votes by proxy at shareholder meetings on matters that have been submitted to shareholders for approval. Consistent with applicable rules under the 74  Advisers Act, we have adopted and implemented written proxy voting policies and procedures that are reasonably designed: (1) to vote proxies, consistent with our fiduciary obligations, in the best interests of Clients; and (2) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of Clients. We provide these proxy voting services as part of our portfolio management services to Client accounts and do not separately charge a fee for this service. Clients that have granted us voting authority are not permitted to direct us on how to vote in a particular solicitation. We do not provide proxy voting recommendations to Clients who have not granted us voting authority over their securities. Council Structure BNYA has established the BNYA Proxy Voting and Governance Council (the “Council”) and exercises the voting rights delegated to it by Clients. The Council consists of representatives from our firm. We have adopted a Proxy Voting Policy, related procedures, and voting guidelines (the “Proxy Policies”). The Council seeks to make proxy voting decisions that are in the best interest of the Client and has adopted detailed, pre-determined, written proxy voting guidelines for specific types of proposals and matters commonly submitted to shareholders by U.S. and non-U.S. companies (collectively, the “Voting Guidelines”), which are included in the Proxy Policies. These Voting Guidelines are designed to assist with voting decisions, which over time seek to maximize the economic value of the securities of companies held in Client accounts (viewed collectively and not individually) as determined in the discretion of the Council. BNYA believes that this approach is consistent with its fiduciary obligations and with the published positions of applicable regulators with an interest in such matters (e.g., the U.S. Securities and Exchange Commission and the U.S. Department of Labor), and we have adopted the Proxy Policies, including the Voting Guidelines, and agreed that we will vote proxies through the Council. BNYA does not permit Clients to direct BNYA on how to vote in a particular solicitation. However, if a Client of ours chooses to retain proxy voting authority or delegate proxy voting authority to an entity other than BNYA (whether such retention or delegation applies to all or only a portion of the securities within the client’s account), either the Client’s or such other entity’s chosen proxy voting guidelines (and not the Council’s) will apply to those securities. Voting Philosophy BNYA recognizes that the responsibility for the daily management of a company’s operations and strategic planning is entrusted to the company’s management team, subject to oversight by the company’s board of directors. As a general matter, BNYA invests in companies believed to be led by competent management, as set forth in the Voting Guidelines, and BNYA customarily votes in support of management proposals and consistent with management’s recommendations. However, in BNYA’s role as a fiduciary, BNYA believes that it must express its view on the performance of the directors and officers of the companies in which Clients are invested and how these Clients’ interests as shareholders are being represented. Accordingly, as set forth in the Voting Guidelines, BNYA will vote against those proposals that BNYA believes would negatively impact the economic value of Clients’ investments – even if those proposals are supported or recommended by company management. 75  BNYA seeks to vote on proxies of non-U.S. companies through application of the Voting Guidelines. However, corporate governance practices, disclosure requirements and voting operations vary significantly among the various non-U.S. markets in which our clients may invest. In these markets, we may face regulatory, compliance, legal or logistical limits with respect to voting securities held in Client accounts which can affect our ability to vote such proxies, as well as the desirability of voting such proxies. Non-U.S. regulatory restrictions or company specific ownership limits, as well as legal matters related to consolidated groups, may restrict the total percentage of an issuer’s voting securities that we can hold for Clients and the nature of our voting in such securities. Our ability to vote proxies may also be affected by, among other things: (1) late receipt of meeting notices; (2) requirements to vote proxies in person; (3) restrictions on a foreigner’s ability to exercise votes; (4) potential difficulties in translating the proxy; (5) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions; and (6) requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting. Absent an issue that is likely to impact Clients’ economic interest in a company, BNYA generally will not subject Clients to the costs (which may include a loss of liquidity) that could be imposed by these requirements. In these markets, BNYA will weigh the associative costs against the benefit of voting, and may refrain from voting certain non-U.S. securities in instances where the items presented are not likely to have a material impact on shareholder value. Process The Council has retained the services of two independent proxy advisors (“Proxy Advisors”) to provide comprehensive research, analysis, and voting recommendations. These services are used most frequently in connection with proposals or matters that may be controversial or require a case-by-case analysis by the Council in accordance with its Voting Guidelines. The Council has engaged one of its Proxy Advisors as its proxy voting agent (the “Proxy Agent”) to administer the mechanical, non-discretionary elements of proxy voting and reporting for Clients. The Council has directed the Proxy Agent, in that administrative role, to follow the specified Voting Guidelines and apply it to each applicable proxy proposal or matter where a shareholder vote is sought. Accordingly, proxy items that can be appropriately categorized and matched either will be voted in accordance with the applicable Voting Guideline or will be referred to the Council if the Voting Guideline so requires. The Voting Guidelines require referral to the Council for discussion and vote of all proxy proposals or shareholder voting matters for which the Council has not yet established a specific Voting Guideline, for companies with a market capitalization over $10 billion, ownership over a certain threshold (usually above 0.75%) and generally for those proxy proposals or shareholder voting matters that are contested or similarly controversial (as determined by the Council in its discretion). Generally, when a matter is referred to the Council, the decision of the Council will be applied to all accounts for which the BNYA exercises proxy voting authority, whether the account is actively managed or managed pursuant to quantitative, index or index-like strategies (“Index Strategies”), unless BNYA determines that the economic interests of a particular account differ and require that a vote be cast differently from the collective vote in order to act in the best interests of such account’s beneficial owners. In all cases, for those Clients that have given BNYA authority to vote proxies, the ultimate voting decision and responsibility rests with us. 76  For items referred to it, the Council may determine to accept or reject any recommendation based on the Voting Guidelines, research and analysis provided by its Proxy Advisors or on any independent research and analysis obtained or generated by BNYA and/or BNY’s Proxy Governance group. Because accounts following index strategies are passively managed accounts, research related to an issuer with securities held in these accounts may not be available to the Council. Clients may receive a copy of the Voting Guidelines, as well as the Proxy Voting Policy, upon request. Clients may also receive information on the proxy voting history for their managed accounts upon request. Please contact BNYA for more information. Managing Conflicts It is the policy of the Council to make proxy voting decisions that are solely in the best long-term economic interests of Clients. The Council is aware that, from time to time, voting on a particular proposal or with regard to a particular issuer may present a potential for conflict of interest for BNYA. For example, potential conflicts of interest may arise when: (1) a public company or a proponent of a proxy proposal has a business relationship with BNYA or a BNYA affiliate and/or (2) an employee, officer or director of BNYA or a BNYA affiliate has a personal interest in the outcome of a particular proxy proposal. Aware of the potential for conflicts to influence the voting process, the Council consciously developed the Voting Guidelines and structured the Council and its practices with several layers of controls that are designed to ensure that the Council’s voting decisions are not influenced by interests other than those of BNYA’s fiduciary Clients. For example, the Council developed its Voting Guidelines with the assistance of internal and external research and recommendations provided by third party vendors but without consideration of any BNYA or BNY Client relationship factors. The Council has directed the Proxy Agent to apply the Voting Guidelines to individual proxy items in an objective and consistent manner across Client accounts and similarly has directed the Proxy Agent to administer proxy voting for BNYA Clients. When proxies are voted in accordance with these pre-determined Voting Guidelines, it is the Council’s view that these votes do not present the potential for a material conflict of interest and no additional safeguards are needed. For those proposals that are referred for discussion and vote to the Council in accordance with the Voting Guidelines or Council direction, the Council votes based upon its principle of seeking to maximize the economic value of the securities held in Client accounts. In this context the Council seeks to address the potential for conflicts presented by such “referred” items through deliberately structuring its membership. The Council consists of senior officers and investment professionals from BNYA, and is supported by members of BNYA’s Compliance, Legal and Risk Management Departments, as necessary. With respect to the potential for personal conflicts of interest, BNY’s Code of Conduct, which is applicable to BNYA, requires that all employees make business decisions free from conflicting outside influences. Under this Code, BNY employees’ business decisions are to be based on their duty to BNY and to their Clients, and not driven by any personal interest or gain. All employees are to be alert to any potential for conflict and to identify and mitigate or eliminate any such 77  conflict. Accordingly, members of the Council with a personal conflict of interest regarding a particular public company or proposal that is being voted upon must recuse themselves from participation in the discussion and decision-making process with respect to that matter. Additionally, there are certain instances where the Council may engage an independent fiduciary to vote proxies as a further safeguard to avoid any potential conflicts of interest or as otherwise required by applicable law. These instances are considered to be “Primary Conflicted Proxies” and they typically arise due to relationships between proxy issuers or companies and BNY, a BNY affiliate, a BNY executive, or a member of BNY’s Board of Directors. When an independent fiduciary is engaged, the fiduciary either will vote the involved proxy, or provide us with instructions as to how to vote such proxy. In the latter case, we will vote the proxy in accordance with the independent fiduciary’s determination. Item 18 Financial Information In certain circumstances, registered investment advisers are required to provide you with financial information or disclosures about their financial condition in this Item. BNYA has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has never been the subject of a bankruptcy proceeding. 78  EXHIBIT A Schedule of Available Models for the Third Party Model Providers Product As of December 31, 2024 (BEGINS ON NEXT PAGE) A-1  Models Minimum Investment $10,000 Model Provider Fee 0 bps BlackRock Investment Management, LLC • Long Horizon Allocation Portfolios – Capital Preservation • Long Horizon Allocation Portfolios – Moderate Growth • Long Horizon Allocation Portfolios – Accumulation • Long Horizon Allocation Portfolios – Aggressive Growth • Long Horizon Allocation Portfolios – Income • BlackRock Target Allocation 0/100 • BlackRock Target Allocation 10/90 • BlackRock Target Allocation 20/80 • BlackRock Target Allocation 30/70 • BlackRock Target Allocation 40/60 • BlackRock Target Allocation 50/50 • BlackRock Target Allocation 60/40 • BlackRock Target Allocation 70/30 • BlackRock Target Allocation 80/20 • BlackRock Target Allocation 90/10 • BlackRock Target Allocation 100/0 • BlackRock Target Allocation Tax Aware 0/100 • BlackRock Target Allocation Tax Aware 10/90 • BlackRock Target Allocation Tax Aware 20/80 • BlackRock Target Allocation Tax Aware 30/70 • BlackRock Target Allocation - Tax Aware 40/60 • BlackRock Target Allocation Tax Aware 50/50 • BlackRock Target Allocation Tax Aware 60/40 • BlackRock Target Allocation Tax Aware 70/30 • BlackRock Target Allocation Tax Aware 80/20 • BlackRock Target Allocation Tax Aware 90/10 A-2  Blackrock Investment Management, LLC $25,000 10 bps • Target Income – Moderate Income • Target Income – Core Income • Target Income – High Income • Target Income – Aggressive Income Calvert Investments, Inc. $25,000 0 bps • Calvert Responsible Conservative Portfolio • Calvert Responsible Moderate Portfolio • Calvert Responsible Growth Portfolio $25,000 0 bps First Trust Advisors, LP • First Trust Aggressive Growth Model • First Trust Moderate Growth Model • First Trust Balanced Growth Model • First Trust Conservative Model • First Trust Conservative Growth Model • First Trust All Equity Model • First Trust Equity Income Model • First Trust Diversified Low Duration Fixed Incom Model • First Trust High Income Model A-3  Goldman Sachs Asset Management LP $15,000 0 bps • Goldman Sachs 20/80 ETF Model Portfolio • Goldman Sachs 30/70 ETF Model Portfolio • Goldman Sachs 40/60 ETF Model Portfolio • Goldman Sachs 50/50 ETF Model Portfolio • Goldman Sachs 60/40 ETF Model Portfolio • Goldman Sachs 70/30 ETF Model Portfolio • Goldman Sachs 80/20 ETF Model Portfolio • Goldman Sachs 90/10 ETF Model Portfolio GSAM Strategist Portfolios, LLC $25,000 15 bps • Goldman Sachs Multi-Manager 20/80 ETF Model Portfolio • Goldman Sachs Multi-Manager 30/70 ETF Model Portfolio • Goldman Sachs Multi-Manager 40/60 ETF Model Portfolio • Goldman Sachs Multi-Manager 50/50 ETF Model Portfolio • Goldman Sachs Multi-Manager 60/40 ETF Model Portfolio • Goldman Sachs Multi-Manager 70/30 ETF Model Portfolio • Goldman Sachs Multi-Manager 80/20 ETF Model Portfolio • Goldman Sachs Multi-Manager 90/10 ETF Model Portfolio Invesco Advisers, Inc. $25,000 0 bps • Invesco Strategic ETF 20/80 Portfolio • Invesco Strategic ETF 40/60 Portfolio • Invesco Strategic ETF 60/40 Portfolio • Invesco Strategic ETF 80/20 Portfolio • Invesco Strategic ETF 90/10 Portfolio A-4  Buckingham Strategic Partners, LLC (doing business as Loring Ward Securities) $25,000 25 bps • Buckingham Defensive DFA Model • Buckingham Conservative DFA Model • Buckingham Balanced DFA Model • Buckingham Moderate DFA Model • Buckingham Moderate Growth DFA Model • Buckingham Capital Appreciation DFA Model • Buckingham Equity DFA Model Morningstar Investment Services, Inc. $10,000 0 bps • Aggressive Growth MF Model • Growth MF Model • Moderate Growth MF Model • Income & Growth MF Model • Conservative MF Model • Retirement Income Long Range • Retirement Income Mid Range • Retirement Income Short Range • Retirement Income Ultra-Short $25,000 20 bps Morningstar Investment Services, Inc. • Aggressive Growth ETF Model • Growth ETF Model • Moderate Growth ETF Model • Income & Growth ETF Model • Conservative ETF Model A-5  Natixis Advisors, L.P. $25,000 0 bps • Risk-Efficient Conservative Model • Risk-Efficient Moderate Model • Risk-Efficient Growth Model New Frontier Advisors, LLC $50,000 25 bps • New Frontier ETF Global Income • New Frontier ETF Global Balanced Income • New Frontier ETF Global Balanced • New Frontier ETF Global Balanced Growth • New Frontier ETF Global Growth • New Frontier ETF Global Equity • New Frontier ETF Global Income (Tax Sensitive) • New Frontier ETF Global Balanced Income (Tax Sensitive) • New Frontier ETF Global Balanced (Tax Sensitive) • New Frontier ETF Global Balanced Growth (Tax Sensitive) • New Frontier ETF Global Growth (Tax Sensitive) • New Frontier ETF Global Equity (Tax Sensitive) New Frontier Advisors, LLC $50,000 35 bps • New Frontier ETF Multi-Asset Income Conservative • New Frontier ETF Multi-Asset Income Balanced • New Frontier ETF Multi-Asset Income Growth A-6  Pacific Income Management Company, LLC $25,000 0 bps • PIMCO Tax Aware Fixed Income ETF Portfolio Capital Preservation • PIMCO Tax Aware Fixed Income ETF Portfolio Enhanced Core • PIMCO Tax Aware Fixed Income MF Portfolio Capital Preservation • PIMCO Tax Aware Fixed Income MF Portfolio Enhanced Core • PIMCO Tax Aware Fixed Income MF Portfolio Income Focus • PIMCO Taxable Fixed Income ETF Portfolio Capital Preservation • PIMCO Taxable Fixed Income ETF Portfolio Enhanced Core • PIMCO Taxable Fixed Income MF Portfolio Capital Preservation • PIMCO Taxable Fixed Income MF Portfolio Enhanced Core • PIMCO Taxable Fixed Income MF Portfolio Income Focus Russell Investments $10,000* 0 bps • Conservative Model Strategy • Moderate Model Strategy • Balanced Model Strategy • Growth Model Strategy • Equity Growth Model Strategy • Tax-Managed Conservative Model Strategy • Tax-Managed Moderate Model Strategy • Tax-Managed Balanced Model Strategy • Tax-Managed Growth Model Strategy • Tax-Managed Equity Growth Model Strategy A-7  Russell Investments $25,000 0 bps • Active-Passive Conservative Model Strategy • Active-Passive Moderate Model Strategy • Active-Passive Moderate Growth Model Strategy • Active-Passive Balanced Model Strategy • Active-Passive Balanced Growth Model Strategy • Active-Passive Growth Model Strategy • Active-Passive Equity Growth Model Strategy $10,000* 0 bps Vanguard Advisers, Inc. • CRSP 100% Fixed Income • CRSP 10% Equity/90% Fixed Income • CRSP 20% Equity/ 80% Fixed Income • CRSP 30% Equity/ 70% Fixed Income • CRSP 40% Equity/ 60% Fixed Income • CRSP 50% Equity/ 50% Fixed Income • CRSP 60% Equity/ 40% Fixed Income • CRSP 70% Equity/ 30% Fixed Income • CRSP 80% Equity/ 20% Fixed Income • CRSP 90% Equity/ 10% Fixed Income • CRSP 100% Equity * Prior to August 22, 2016, the minimum initial investment was $25,000. A-8  EXHIBIT B Risks Associated with Certain Investments Despite the analysis undertaken by BNYA, it is important to remember that all investments carry some degree of risk. Risk may include loss of some, or even all, of your investment. No particular type of investment, or approach to investing, is guaranteed to perform well, and there may be other investment vehicles, sub-advisers, Portfolio Managers or approaches not offered by BNYA that may perform as well or better. You should consider these factors carefully before deciding to invest. The risks associated with certain investments are described below. Absolute Return Strategies Absolute return strategies use a variety of investment strategies, including long and short positions, in an effort to produce absolute (positive) returns regardless of general market conditions. Absolute return strategies may be invested in a variety of traditional and alternative asset classes. Absolute return strategies generally do not attempt to keep the portfolio structure or the fund’s performance consistent with any designated stock, bond or market index, and during times of market rallies, absolute strategy funds may not perform as well as other funds that seek to outperform an index return. Because a significant portion of an absolute strategy fund’s assets may be invested in a particular geographic region or country, the value of the fund’s assets may fluctuate more than a fund with less exposure to such areas. Alternative Investments, Derivatives, and the Use of Leverage Alternative investments and derivatives are often more volatile than other investments and may magnify the vehicle’s gains and losses. A derivative is a security or contract (futures, options etc.) the value of which fluctuates with the value of another security (i.e., its value is “derived” from the value of another). An example would be a call option on a stock. The value of the option depends, in part, on the price of the stock. An investment vehicle that uses derivatives could be negatively affected if the change in market value of its securities fails to correspond as expected to the underlying securities. You should have a long-term investment horizon if you are considering these types of investments. Alternative investment products are not for everyone and entail risks that are different from more traditional investments. Alternative investment strategies are intended for sophisticated investors and involve a high degree of risk, including, among other things, the risks inherent in investing in securities and derivatives, using leverage, and engaging in short sales. An investment in an alternative investment product or strategy is speculative and should not constitute a complete investment program. Diversification and strategic asset allocation do not assure a profit or protect against loss in declining markets. The use of derivative instruments may involve leverage. Leverage is the risk associated with securities or practices that multiply small index, market or asset price movements into larger changes in value. Leverage may cause the fund to be more volatile than if it had not been leveraged, as certain types of leverage may exaggerate the effect of any increase or decrease in B-1  the value of the fund’s portfolio securities. The loss on leveraged transactions may substantially exceed the initial investment. Investment vehicles used in portfolios may use derivatives that are often more volatile than other investments and may magnify the fund’s gains or losses. An investment that uses derivatives could be negatively affected if the change in the market value of its securities fails to correlate adequately with the values of the derivatives it purchased or sold. Artificial Intelligence Investments in artificial intelligence companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. Artificial intelligence companies face intense competition and potentially rapid product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Artificial intelligence companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. There can be no assurance such companies will be able to successfully protect their intellectual property to prevent the misappropriation of their technology, or that competitors will not develop technology that is substantially similar or superior to such companies’ technology. Company products and services may be impacted by legal and regulatory changes, particularly related to information privacy and data protection. Artificial intelligence companies typically engage in significant amounts of spending on research and development, and there is no guarantee that the products or services produced by these companies will be successful. Bank Loans Investment vehicles may include mutual funds and/or ETFs that invest in floating rate loans (a.k.a. bank loans), which are subject to risks similar to those of below investment grade securities. The value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. In addition, the sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans. Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the mutual fund or ETF to replace a particular loan with a lower- yielding security. There may be less public information available with respect to loans than for rated, registered or exchange listed securities. The mutual fund or ETF may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender. Closed-End Funds Portfolios that invest in closed-end funds are subject to general market risk and, depending on the investment policy of a particular fund and the types of securities in which a fund invests, may B-2  also be subject to issuer, credit, interest rate, prepayment, inflation, liquidity, political, currency, and leverage risk. Shares of closed-end funds trade in the stock market based on investor demand; therefore, shares may trade at a price higher or lower than the market value of a fund's total net assets. For a complete discussion of the risks for a particular closed-end fund, investors should refer to the fund’s prospectus. Commodities Commodities are assets that have tangible properties, such as oil, metals and agricultural products. Funds that invest in commodities and commodity-linked securities may be affected by overall market movements, changes in interest rates and other factors, such as weather, disease, embargoes, and international economic and political developments, as well as the trading activity of speculators and arbitrageurs in the underlying commodities. Funds that invest in commodities or commodity-linked securities may not be suitable for all investors. The potential for a commodity-linked security to use derivative instruments, such as futures, options and swap agreements, to achieve its investment objective may create additional risks that would not be present in the underlying securities themselves, thus raising the potential for greater investment loss. Concentration Risk Where a pooled vehicle’s underlying index or portfolio is concentrated in the securities of a particular market, country, industry, sector or asset class, the vehicle may be adversely affected by the performance of those securities, subject to increased price volatility and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that particular market, country, industry, sector or asset class. Convertible Arbitrage Strategies Funds that employ convertible arbitrage strategies seek to generate income by purchasing convertible securities and then selling short the securities’ underlying stock. Investing in convertible securities involves risks, including the risk that the company issuing the debt security will be unable to repay principal and interest (default risk) and the risk that the debt security will decline in value if interest rates rise (interest rate risk). Convertible securities are subject to price fluctuations and may gain or lose value if sold prior to maturity. A majority of convertible securities trade on the over-the-counter market, which may make them more illiquid than other investments. Short selling involves significant risk, as an increase in the value of borrowed securities between the date of the short sale and date the borrowed security is replaced may expose the fund to unlimited loss. Convertible Securities B-3  Investments in convertible securities are subject to price fluctuation and may gain or lose value if sold prior to maturity. A majority of convertible securities trade on the over-the-counter market, which may make them more illiquid than other securities. Corporate Fixed Income Investments in corporate fixed income securities are subject to a number of risks, including the possibility of issuer default, credit risk, market risk and call risk. Covered Calls Funds that engage in the selling (or writing) of covered calls may involve a high degree of risk and may not be suitable for all investors. For a call option that is sold (written), if that option is exercised, the upside potential is limited to the premium received plus the difference between its stock price and the stock purchase price. If the option is not exercised and expires out-of-the- money and with no value, the upside potential is any gain in share value plus the premium received. On the downside, limited protection is provided by the premium received from the call’s sale. The loss potential may be substantial and is limited only by the stock declining to zero. Investors should read and understand the risks associated with options prior to engaging in any covered call strategy. Currency Carry Strategies Funds that employ currency carry strategies seek to benefit from changes in the relative valuations of one currency to another currency, primarily through the buying and selling of over- the-counter (OTC) derivatives, such as currency spot, forward and non-deliverable forward contracts. This strategy may involve significant risk, as there is no exchange on which to trade over-the-counter derivatives and no standardization of contracts, which may make it difficult or impossible to value or liquidate an open position. The relationship between different currencies may be highly volatile, and transactions involving foreign currencies may entail risks not common to investments denominated entirely in a person’s domestic currency. Such risks include the risks of political or economic policy changes in the foreign nation; the stability of foreign governments, banking systems and economies; the performance of global stock markets; interest rate levels; inflation; and any other conditions that may substantially and permanently alter the conditions, terms, marketability or price of a foreign currency. The market for some currencies may, at times, experience low trading volume and become illiquid, thus subjecting the fund to added risk, including the potential for substantial loss. Emerging Markets Emerging markets tend to be more volatile and less liquid than the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often subject to rapid and large changes in price. In particular, emerging markets may have relatively unstable governments, present the risk of sudden adverse government or regulatory action and even nationalization of businesses restrictions on foreign ownership on prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries. The economies of emerging market B-4  countries may be based predominantly on only a few industries and may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme debt burdens or volatile inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult. Transaction settlement and dividend collection procedures also may be less reliable in emerging markets than in developed markets. Energy Sector Investments in energy-related companies may be negatively impacted by, among other things, changes in worldwide energy prices, exploration and production spending, energy conservation, the success of exploration projects and related costs, government regulation, world events, economic conditions, exchange rates, transportation and storage costs, and labor relations. In addition, energy-related companies are at an increased risk of civil liability and environmental damage claims, and are also subject to the risk of loss from terrorism and natural disasters. Environmental, Social and Governance and Socially Responsible Investing Strategies Investing on the basis of environmental, social and governance and socially responsible investing (collectively referred to as “ESG”) criteria involves qualitative and subjective analysis. There is no guarantee that the determinations made will align with the beliefs or values of a particular investor. Investments identified by an ESG policy may not operate as expected, and adhering to an ESG policy may result in missed opportunities. You can expect that ESG considerations will result in investment selections that differ from investment selections that would be made in the absence of ESG considerations. As such, the performance of such investments is likely to differ as well. ESG criteria used by third-party providers can differ significantly, and data can vary across providers and within the same industry for the same provider. In addition, there are significant differences in interpretations of what it means for an investment to have positive ESG characteristics. ESG portfolio decisions may differ with other investors’ or advisers’ views. Investments in “green” bonds include bonds whose proceeds are used principally for climate mitigation, climate adaptation or other environmentally beneficial projects, such as, but not limited to, the development of clean, sustainable or renewable energy sources, commercial and industrial energy efficiency, or conservation of natural resources. A fund that invests in green bonds, under certain market conditions, may underperform as compared to funds that invest in a broader range of investments. In addition, some green bonds may be dependent on government tax incentives and subsidies as well as political support for certain environmental technologies and companies. Investing primarily in green bonds may affect a fund’s exposure to certain sectors or types of investments and could impact the fund’s relative investment performance depending on whether such sectors and/or investments are in or out of favor in the market. The green bond sector may also have challenges such as a limited number of issuers, limited liquidity in the market and limited supply of bonds that merit “green” status, each of which may adversely affect a fund that primarily invests in green bonds. Equity Options B-5  Funds may employ the use of equity options. Positions in equity options can reduce equity market risk, but can limit the opportunity to profit from an increase in the market value of stocks in exchange for upfront cash at the time of selling the call option. Unusual market conditions or the lack of a ready market for any particular option at a specific time may reduce the effectiveness of option strategies and could result in losses. In addition to the product prospectus, investors should read and understand the risks associated with options prior to engaging in any option strategy. Utilizing a strategy with a diversified equity portfolio and derivatives, with a put/spread collar options overlay, may not provide greater market protection than other equity investments nor reduce volatility to the desired extent, as unusual market conditions or the lack of a ready option market could result in losses. Derivatives expose the fund to risks of mispricing or improper valuation and the fund may not realize intended benefits due to underperformance. When used for hedging, the change in value of a derivative may not correlate as expected with the risk being hedged. Each strategy carries its own unique risks, which are more fully explained in the applicable fund prospectus. Equity Securities Equity securities (i.e., stocks), as well as portfolios that invest in equity securities, are subject to several general risks, including the risk that the financial condition of the issuer may become impaired or the general condition of the stock market may deteriorate, either of which may cause a decrease in the value of the issuer’s securities. Equity securities are susceptible to general stock market fluctuations and to sudden, significant and prolonged increases and decreases in value as market confidence in and perceptions of the security’s issuer change. These perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic, and banking crises. There can be no assurance that an issuer will pay dividends on outstanding shares of its common stock, as the payment of dividends will generally depend upon various factors, including the financial condition of the issuer and general economic conditions. Holders of common stocks of any given issuer will generally incur more risk than holders of preferred stocks and debt obligations of the same issuer because common stockholders, as owners of the issuer, generally have subordinated rights to receive payments from such issuer in comparison with the rights of creditors or holders of the issuer’s debt obligations or preferred stocks. The existence of a liquid trading market for certain equity securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made for any securities, that any market for the securities will be maintained, or that any such market will be or remain liquid. The price at which an equity security may be sold will be adversely affected if trading markets for the security are limited or absent. Exchange-Traded Products Exchange-Traded Products (“ETPs”) are pooled vehicles that derive their value from instruments such as stocks, bonds, commodities, or currencies, and trade intra-day on a national securities exchange. Generally, ETPs are established as either Exchange-Traded Funds (“ETFs”) or B-6  Exchange-Traded Notes (“ETNs”); for more information about the structure and features of securities themselves, please see their respective descriptions in this section. In addition to the risks borne by all pooled vehicles such as management risk, concentration risk and non-diversification risk, there are special risks associated with ETPs, such as: • Costs of Buying and Selling ETP Shares. When buying and selling ETP shares through a broker, an investor will incur brokerage commissions or other charges imposed by the broker. An investor also will incur the cost of the “spread” between the bid and ask prices of the ETP shares. Frequent trading in ETP shares may, therefore, adversely affect the investment performance of an ETP investment through these costs. Such costs also may make regular small investments in ETP shares inadvisable. The stated Fees for the Products do not include fees or expenses that may be associated with individual ETPs, including, but not limited to, the ETP sponsor fee, the trustee fee, ETP custodian’s fee, stock exchange listing fees, SEC registration fees, printing and mailing costs, audit fees, legal fees, licensing fees, marketing expenses and other operating expenses. For more information on these expenses, refer to the ETP’s prospectus. • Derivatives Risk. As stated previously, derivative investments are often more volatile that other investments and may magnify an ETP’s gains and losses. An ETP that invests a portion of its assets in derivatives, such as futures and options contracts, is subject to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. The risks associated with an ETP’s use of futures and options contracts include: o losses that exceed those experienced by funds that do not use futures contracts and options; o changes in the market value of the securities held by the ETP that are uncorrelated to the prices of futures and options on futures; o secondary market illiquidity, which may prevent the ETP from closing out is futures contracts at a time which is advantageous; o trading restrictions or limitations imposed by an exchange or other market and government regulations; and o speculative risk because option premiums paid or received by the ETP are small in relation to the market value of the investments underlying the options. Where the price of an options or futures contract declines more than the trading limits established by an exchange, trading on that exchange is halted on that instrument. If a trading halt occurs, the ETP may be temporarily unable to purchase or sell those options or futures contracts. If a trading halt occurs near the time the ETP prices its shares, it could limit the ETP’s ability to employ leverage and thereby prevent the ETP from B-7  achieving its investment objective. In such cases, the ETP also may be required to use a “fair value” method to price its outstanding contracts. Depending on the specific ETP’s investment objective and strategy, certain ETPs may invest a significant portion of their assets in derivatives. • ETP Risk. By investing in ETPs, the owner does not have certain rights that investors in the underlying index or the underlying index components may have, such as stock voting rights. Upon sale or redemption of the ETP shares, the owner will be paid cash, and will have no right to receive delivery of any of the underlying index components or commodities or other assets underlying the index components. • Leverage Risk. As stated previously, the more an ETP invests in leveraged derivative instruments, the more this leverage will exaggerate the effect of any increase or decrease in the value of those investments. For leveraged index-based ETPs, the value of the ETP’s shares will often increase or decrease more than the value of any increase or decrease in its underlying index. Leverage will also magnify tracking error risk (see below). • Liquidity Risk. In certain circumstances, it may be difficult for an ETP to purchase and sell particular investments within a reasonable time at a fair price, which may reduce the ETP’s returns. To the extent that there is not an established retail market for instruments in which the ETP may invest, trading in such instruments may be relatively inactive. In addition, during periods of reduced market liquidity or in the absence of readily available market quotations for particular investments in the ETP’s portfolio, the ability of the ETP to assign an accurate daily value to these investments may be difficult and the investment advisor may be required to fair value the investments. Alternative and Specialty ETPs or ETPs that seek exposure to small-capitalization companies may be subject to liquidity risk to a greater extent than other ETPs. • Market Risk. An ETP is exposed to the economic, political, currency, legal and other risks of a specific sector, industry, region or market related to the underlying securities and/or index that the ETP is tracking. • Tracking Error Risk. This refers to the disparity between the performance of the ETP (as measured by its NAV) and the performance of the underlying index on either a daily or aggregate basis. Tracking error may arise due to: o failure of the ETP's tracking strategy, o the impact of fees and expenses, o foreign exchange differences between the base currency or trading currency of an ETP and the currencies of the underlying investments, or B-8  o corporate actions such as rights and bonus issues by the issuers of the ETP 's underlying securities. Mathematical compounding may prevent leveraged and inverse ETPs that seek to track the performance of their underlying indices or benchmarks on a daily basis from correlating with the monthly, quarterly, annual or other period performance of their benchmarks. Factors such as ETP expenses, imperfect correlation between the ETP’s investments and those of its underlying index, rounding of share prices, changes to the composition of the underlying index, regulatory policies, high portfolio turnover rate, and the use of leverage all contribute to tracking error. Investing in ETPs is not equivalent to a direct investment in an index or index components. Depending on its particular strategy, an ETP may not hold all the constituent securities of an underlying index in the same weightings as the constituent securities of the index, or may hold securities other than the constituent securities of the underlying index. Therefore, the performance of the securities underlying the ETP as measured by its NAV may outperform or underperform the index, perhaps significantly. • Trading at Prices Other than NAV. ETP shares may trade below or above their NAV. The NAV of ETP shares will fluctuate with changes in the market value of the ETP’s portfolio holdings. The trading prices of ETP shares will fluctuate in accordance with changes in NAV as well as market supply and demand. The trading price of ETPs may deviate significantly from NAV during periods of market volatility. The investment manager cannot predict whether ETPs will trade below, at, or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for ETPs will be closely related to, but not identical to, the same forces influencing the prices of the securities held by an ETP. • Trading Risk. Although an ETP’s shares are listed on a national securities exchange, there can be no assurance that an active or liquid trading market for the ETP’s shares will develop or be maintained. Trading in ETPs on an Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in ETPs inadvisable. Trading in ETPs on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange "circuit breaker" rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the ETF will continue to be met or will remain unchanged. Exchange-Traded Funds Exchange-Traded Funds (“ETFs”) are ETPs that derive their value from instruments such as stocks, bonds, commodities, or currencies, and trade intra-day on a national securities exchange. Generally, these are established as either open-end investment companies or unit investment trusts (“UITs”). For risks related to ETPs, please see above. Certain ETFs may have elected to be treated as partnerships for federal, state and local income tax purposes. Accordingly, if you own one of these ETFs, you will be taxed as a beneficial owner of an interest in a partnership. Tax information for such ETFs will be reported to you on an IRS Schedule K-1. You should consult your tax advisor in determining the tax consequences of any B-9  investment, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws. Exchange-Traded Notes Exchange-Traded Notes (“ETNs”) are ETPs that are a type of senior, unsecured, unsubordinated debt security of the issuing company. This type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no periodic coupon payments are distributed and no principal protection exists. Similar to ETFs, ETNs are generally traded on a securities exchange. Investors can also hold the debt security until maturity. At that time, the issuer is obligated to give the investor a cash amount that would be equal to the principal amount times the applicable index factor less investor fees. The index factor on any given day is a mathematical equation equal to the closing value of the underlying index on that day divided by the initial index level. The initial index level is the closing value of the underlying index on the creation/inception date of the note. One significant risk factor that affects an ETN’s value is the credit of the issuer. ETNs are synthetic investment products that do not represent ownership of the securities of the indices they track, and are backed only by the issuer’s credit. The value of the ETN may drop despite no change in the underlying index due to the adverse change in issuer’s creditworthiness or in perceptions of the issuer’s creditworthiness. For additional risks related to ETPs, please see above. Fixed Income Portfolios that invest in fixed income securities are subject to several general risks, including interest rate risk, credit risk, the risk of issuer default, liquidity risk and market risk. These risks can affect a security’s price and yield to varying degrees, depending upon the nature of the instrument, and may occur from fluctuations in interest rates, a change to an issuer’s individual situation or industry, or events in the financial markets. In general, a bond’s yield is inversely rated to its price. Bonds can lose their value as interest rates rise and an investor can lose principal. If sold prior to maturity, fixed income securities are subject to gains/losses based on the level of interest rates, market conditions and the credit quality of the issuer. Foreign Investments Foreign investments are subject to risks not ordinarily associated with domestic investments, such as currency, economic, and political risks, and may follow different accounting standards than domestic investments. GNMA Securities Investments in GNMA securities involve fluctuation due to changing interest rates or other market conditions. Investors may experience a gain or loss due to prepayment of obligations and may receive back part of their investment before redemption. B-10  Gold Bullion Investment vehicles may invest in gold bullion. The price of gold has fluctuated widely over the past several years. Several factors affect the price of gold, including: global supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; currency exchange rates and interest rates. There is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. Government Agency Securities Investments in U.S. government agency securities involve fluctuation due to changing interest rates or other market conditions. Investors may experience a gain or loss due to prepayment of obligations and may receive back part of their investment before redemption. High Yield Bonds High yield (“junk”) bonds involve greater credit risk, including the risk of default, than investment grade bonds, and are considered predominantly speculative with respect to the issuer’s ability to make principal and interest payments. The prices of high yield bonds can fall dramatically in response to bad news about the issuer or its industry, or the economy in general. Industrials Sector Investments in companies operating in cyclical industries, such as those in the aerospace, defense, automotive, chemical, construction, machinery and transportation industries, may be negatively impacted by, among other things, general economic trends, changes in consumer sentiment and spending, commodity prices, legislation, government regulation and spending, import controls, worldwide competition, liability for environmental damage, depletion of resource, and mandated expenditures for safety and pollution control. Inflation-Protected Bonds Inflation-protected bonds are subject to a variety of risks including interest rate, credit, and inflation risk. Interest payments on inflation-protected securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary fixed income securities. Infrastructure Sector Investments in infrastructure-related companies may be more susceptible to developments affecting countries’ infrastructure than a more broadly diversified fund would be and may perform poorly during a downturn in one or more industries related to infrastructure. Infrastructure-related companies can be negatively affected by adverse economic and political developments, as well as changes in regulations, environmental problems, casualty losses and increases in interest rates. B-11  Intermediate- and Long-Term Fixed Income Investments in intermediate- and long-term fixed income securities involve interest rate risk and inflation risk, which could reduce the value or real return of an investment should interest rates rise. International Small-Cap Equity Investments in international small-cap equity securities involve additional risks, including foreign currency risk, political instability, foreign legal and accounting practices, increased volatility, and reduced liquidity often associated with securities of smaller companies. Liquidity Risk Liquidity risk increases when particular investments are difficult to purchase or sell. Some assets held in a portfolio may be impossible or difficult to sell, particularly during times of market turmoil. A lack of liquidity also may cause the value of investments to decline. Illiquid investments may be harder to value, especially in changing markets. Typically, liquid investments may become illiquid, particularly during periods of market turmoil. When illiquid assets must be sold in such market conditions (to meet redemption requests or other cash needs for example), it may be necessary to sell such assets at a loss. Long Short Positions The use of long and short positions may involve risks different from those normally associated with other types of investment vehicles, such as mutual funds. It is possible that the fund’s long positions will decline in value at the same time that the value of the securities sold short increases, thus raising the potential for greater investment loss. Market neutral investing, in using long and short positions, provides no guarantee that it will be successful in limiting the fund’s exposure to domestic stock market movements, capitalization, sector swings or other risk factors. Investment in a strategy involved in long and short selling may have higher portfolio turnover rates, which may result in additional tax consequences. Short selling involves certain risks, including additional costs associated with covering short positions and a possibility of unlimited loss on certain short sale positions. Managed Futures Funds that employ managed futures strategies typically utilize derivatives, such as futures, options, structured notes and swap agreements, which provide exposure to the price movements of a commodity (i.e., oil, grain, livestock) or a financial instrument (i.e., currency, index). This may expose the fund to additional risks that would not be present had the fund invested directly in the securities underlying those derivatives. Funds that invest in commodity-linked derivatives may be subject to greater volatility, as the value of those derivatives may be affected by overall market movements, changes in interest rates and other factors such as weather, disease, embargoes and international economic and political developments, as well as the trading activity of speculators and arbitrageurs in the underlying commodities. This strategy may cause the fund to invest a significant portion of assets in the securities of a single issuer. Changes in the market value of the issuer’s securities may result in greater volatility than would otherwise occur in a B-12  more diversified mutual fund, thus increasing the potential for greater investment loss. Funds that employ managed futures strategies may purchase shares of other pooled investments, such as ETFs. In addition to its own expenses, the fund will also bear a portion of the ETF’s expenses, which may negatively impact performance. A highly liquid secondary market may not exist for certain derivatives utilized by this strategy, and there can be no assurances that one will develop. Management Risk. Management risk is the risk that the investment adviser’s investment strategies are not successful in achieving a pooled vehicle’s investment objective. Market Neutral Strategies Funds that employ market neutral or arbitrage strategies (including merger arbitrage, convertible arbitrage, credit arbitrage, dual class arbitrage, as well as other arbitrage strategies), in using long and short positions, provide no guarantee that they will be successful in limiting a portfolio’s exposure to domestic stock and/or fixed income market movements, capitalization, sector swings or other risk factors. Investment in a strategy involving long and short selling may have higher portfolio turnover rates, which may result in additional tax consequences. Short selling involves certain risks, including additional costs associated with covering short positions and a possibility of unlimited loss on certain short sale positions. Funds within the portfolios may employ the use of long and short positions, which may involve risks different from those normally associated with a long-only strategy. It is possible that a fund’s long positions will decline in value at the same time that the value of the securities sold short increases, thus raising the potential for greater investment loss. Funds classified within this category may also at times participate in “price pressure” trades, credit or distressed investments (short-term debt, distressed securities, bonds and corporate loans), SPACs (Special Purpose Acquisition Corporations), PIPEs (Private Investments in Public Equities), IPOs (Initial Public Offerings), SEOs (Seasoned Equity Offerings), warrants and spin-offs. Each strategy carries its own unique risks, which are more fully explained in the applicable product prospectus. Please read the prospectus carefully before investing. Master Limited Partnerships Master Limited Partnerships (“MLPs”) are subject to certain risks, including limited control and limited rights to vote on matters affecting the partnership. In addition, conflicts may exist between common unit holders, subordinated unit holders, and the general partner of an MLP, including conflicts arising as a result of incentive distribution payments. Unit holders in MLPs will receive an Internal Revenue Service (“IRS”) Schedule K-1 from the MLP, and information about the MLP will not be included in any Form1099 received from the custodian. In addition, investors may need to file with the IRS for an extension to file their tax returns due to the timing of the issuance and mailing of the Schedule K-1 by the MLP. Unit holders of MLPs may be subject to complex tax requirements and such tax features may not be suitable for certain investors. Investors should consult with their tax advisors prior to investing in MLPs. B-13  Merger Arbitrage Strategies Funds that employ merger arbitrage strategies seek to capitalize on “event”-driven situations, such as announced mergers, acquisitions and reorganizations, by purchasing the securities of companies that have agreed to be acquired by another company. This strategy involves risks, including the risk that the merger or similar transaction will not occur, will be renegotiated at a less attractive price or may take longer than expected to be completed, which may cause the price of the company’s securities to decline significantly. Funds that employ merger arbitrage strategies may experience significant portfolio turnover, generally resulting in additional transaction costs that may negatively impact fund performance. Funds may also invest in the securities of a limited number of companies whereby a decline in the value of any one security may have a greater impact on a fund’s share price. This may result in increased volatility over a more diversified fund and the potential for greater investment loss. Micro-Cap Equity Micro-cap stocks may offer greater opportunity for capital appreciation than the stocks of larger and more established companies; however, they also involve substantially greater risks of loss and price fluctuations. Micro-cap companies carry additional risks because their earnings and revenues tend to be less predictable (and some companies may be experiencing significant losses), and their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Micro-cap companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources, and may lack management depth. In addition, there may be less public information available about these companies. The shares of micro-cap companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the ability to sell these securities. In addition, it may take a long time before the value of your investment realizes a gain, if any, on an investment in a micro-cap company. Miscellaneous Fixed Income Miscellaneous fixed income strategies have structures or mandates that make them unsuitable for inclusion in other fixed income categories. Strategies are used only in combination with other investments (i.e., used as so-called separate account completion funds); they are not designed for use as stand-alone investments. Each strategy carries its own unique risks, which are more fully explained in the applicable Fund prospectus. Mortgage-and Asset-Backed Securities Investments in mortgage-and/or asset-backed securities involve risk, including the risk of prepayment, which may affect the overall return of the investment. Only select deposit products and investments are guaranteed by the Federal Deposit Insurance Corporation (FDIC), and the credit quality of a particular security or group of securities does not ensure the stability or safety of the overall portfolio. Multi-Sector Fixed Income Strategies/Opportunistic Bond B-14  Investments that employ multi-sector bond strategies seek income by diversifying across multiple fixed income sectors including, but not limited to, U.S. government securities, corporate bonds, non-U.S. fixed income securities and high yield bonds. Each fixed income sector carries its own unique risks. Multi-Strategy (Alternatives) Multi-strategy investments are actively managed and seek to produce absolute (positive) returns regardless of general market conditions by exploiting disparities or inefficiencies in markets, geographical areas and companies, taking advantage of anticipated price movements (up and/or down) of markets and/or benefiting from cyclical relationships or special situations (such as reorganizations). Multi-strategy portfolios may utilize one or more asset managers (sub-advisors) that, in turn, may employ a wide range of specialized alternative investment strategies such as: high yield and distressed debt, long/short (equity and/or credit), hedged equity, global macro, systematic trading, options and arbitrage. Each strategy carries its own unique risks, which should be considered carefully before investing. Municipal Bonds An investment in any municipal portfolio should be made with an understanding of the risks involved in investing in municipal bonds, such as interest rate risk, credit risk and market risk, including the possible loss of principal. Please contact your tax advisor regarding the impact of tax-exempt investments in your portfolio. If sold prior to maturity, municipal securities are subject to gains/losses based on the level of interest rates, market conditions and the credit quality of the issuer. Mutual Funds There is a risk that a mutual fund will not achieve its investment objective or execute its investment strategies effectively, or that large purchase or redemption activity by shareholders of such mutual fund might negatively affect the value of the mutual fund’s shares. Clients will pay their pro rata portion of the fees and expenses of any mutual fund in which they invest. The Program Fees do not include fees or expenses, which may be associated with individual mutual funds, including, but not limited to, redemption fees, 12b-1 fees, other fund expenses or other applicable regulatory fees. BNYA’s affiliates, including Pershing and Pershing Advisor Solutions, will receive fees from the mutual funds held in your account. Please refer to each mutual fund’s prospectus for more information about the specific investment risks associated with each mutual fund. Non-Diversification Risk Pooled vehicles, such as ETPs and mutual funds, may be diversified or non-diversified depending on their investment objectives and portfolio holdings. Pooled vehicles that are non- diversified may invest in the securities of a limited number of issuers. To the extent that a pooled vehicle invests a significant percentage of its assets in a limited number of issuers, the vehicle is subject to the risks of investing in those few issuers, and may be more susceptible to a single adverse economic or regulatory occurrence. As a result, changes in the market value of a single B-15  security could cause greater fluctuations in the value of the pooled vehicle’s shares than would occur in a diversified pooled vehicle. Non-U.S. Fixed Income Investments in non-U.S. fixed income securities involve additional risk, including interest rate risk, credit risk and market risk, which could reduce the yield that you receive from your portfolio. These are in addition to the risks associates with all fixed income securities, including interest rate risk, market risk and the possibility of issuer default. Precious Metals Portfolios that invest in precious metals (such as gold, silver and platinum) and/or industrial metals (such as aluminum, copper, lead, nickel and zinc) may be subject to additional risks including, but not limited to, fluctuations in price resulting from global supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; currency exchange rates and interest rates; increased mining, transportation or storage costs; or other market forces that may have a significant impact on the profitability of companies in the precious and/or industrial metals sector. The price of precious and industrial metals may also be affected by changes in political or economic conditions of countries where precious and industrial metals companies are located. The price of precious and industrial metals can fluctuate widely over time, and there is no assurance that such metals will maintain their long-term value in terms of purchasing power in the future. Preferred Securities Preferred securities are subject to certain risks, including interest rate risk, where a rise in interest rates may cause the value of preferred shares to decline significantly. Dividend payments are not guaranteed, and an issuer’s decision to decrease or suspend dividend payments may adversely affect the value of its preferred shares. Redemption of shares due to maturity, conversion or call features may decrease the overall yield of the portfolio. Real Estate Investment Trusts Investments in Real Estate Investment Trusts (“REITs”) are subject to many of the risks associated with direct real estate ownership and, as such, may be adversely affected by declines in real estate values and general and local economic conditions. Short-Term Fixed Income Securities Short-term fixed income securities are susceptible to fluctuations in interest rates. If interest rates rise, bond prices will decline, despite the lack of change in both coupon and maturity. Price volatility typically increases with the length of the maturity and decreases as the size of the coupon decreases. Small- and/or Mid-Cap Portfolios Small and midsize companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some B-16  companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies. The shares of smaller companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the strategy’s ability to sell these securities. These companies may have limited product lines, markets or financial resources, or may depend on a limited management group. Some of the strategy’s investments will rise and fall based on investor perception rather than economic factors. Other investments are made in anticipation of future products, services or events whose delay or cancellation could cause the stock price to drop. Technology Sector Investments in technology-related companies may be negatively impacted by, among other things, intense competition, earnings disappointments, rapid obsolescence of products and services due to technological innovations or changing consumer preferences, issues with obtaining financing or regulatory approvals, product compatibility and high required corporate capital expenditure for research and development or infrastructure and development of new products. Treasury Inflation Protected Securities Funds that invest in Treasury Inflation-Protected Securities (“TIPS”) are subject to several general risks, including interest rate risk, credit risk, market risk and inflation-protected securities risk. Interest payments on inflation-protected securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary fixed income securities. Investments in TIPS also involve liquidity risk and are subject to specific taxation obligations. TIPS typically set a coupon rate equal to a broad-based inflation index, such as the Consumer Price Index for all Urban Consumers, calculated by the Bureau of Labor Statistics. Unlike other securities, TIPS are generally quoted in the market in terms of real (net of inflation) yields. Treasury Securities Investments in intermediate- and long-term Treasury securities involve interest rate risk and inflation risk, which could reduce the value or real return of an investment should interest rates rise. Utility Securities Portfolios that invest in the utilities sector can be very volatile because of supply and/or demand for services or fuel, financing costs, conservation efforts, the negative impact of regulation, and other factors. In addition, the value of energy companies may be affected by the levels of volatility of global energy prices, energy supply and demand, capital expenditures on explorations and production, energy conservation efforts, exchange rates and technological advances. Securities issued by utility companies have been historically sensitive to interest rate changes. When interest rates fall, utility securities prices, and thus a utilities fund’s share price, tend to rise; when interest rates rise, their prices generally fall. B-17  EXHIBIT C BNY Mellon Advisors, Inc. Privacy Policy (BEGINS ON NEXT PAGE) C-1  Rev. 06/2023 FACTS WHAT DOES BNY MELLON ADVISORS, INC. DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: Social Security number ▪ ▪ Account balances and account transactions ▪ Assets and transaction history When you are no longer our customer, we continue to share your information as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons BNY Mellon Advisors, Inc. chooses to share; and whether you can limit this sharing. Does BNY Mellon Advisors, Inc. share? Yes Can you limit this sharing? No Reasons we can share your personal information For our everyday business purposes— such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus No No For our marketing purposes— to offer our products and services to you For joint marketing with other financial companies No No Yes No For our affiliates’ everyday business purposes— information about your transactions and experiences No No For our affiliates’ everyday business purposes— information about your creditworthiness For our affiliates to market to you No No For non-affiliates to market to you No No Questions? Call BNY Mellon Advisors, Inc. at 1-800-200-3033, Option 3 C-2  Page 2 Who we are Who is providing this notice? BNY Mellon Advisors, Inc. (a subsidiary of The Bank of New York Mellon Corporation) What we do How does BNY Mellon Advisors, Inc. protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We collect your personal information, for example, when you How does BNY Mellon Advisors, Inc. collect my personal information? Provide account information ▪ Open an account ▪ ▪ Make deposits or withdrawals from your account ▪ Use your credit or debit card ▪ Make a wire transfer Why can’t I limit all sharing? We also collect your personal information from third parties, such as credit bureaus, affiliates, or other companies. Federal law gives you the right to limit only ▪ Sharing for affiliates’ everyday business purposes— information about your creditworthiness ▪ Affiliates from using your information to market to you ▪ Sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. Definitions Affiliates Companies related by common ownership or control. They can be financial and non-financial companies. ▪ Our affiliates include banks and companies whose names include “The Bank of New York,” “BNY,” “Mellon,” or “Pershing,” and other financial companies such as Pershing LLC and Pershing Advisor Solutions, as well as non-financial companies such as Pershing X, Inc. and BNY Mellon Technology Private Limited. Non-affiliates Companies not related by common ownership or control. They can be financial and non-financial companies. ▪ BNY Mellon Advisors, Inc. does NOT share information with non-affiliates so they can market to you. Joint marketing A formal agreement between non-affiliated financial companies that together market financial products or services to you. ▪ BNY Mellon Advisors, Inc. does not jointly market. Other important information This notice applies to individual consumers who are customers or former customers. This notice replaces all previous notices of our consumer privacy policy, and may be amended at any time. We will keep you informed of changes or amendments as required by law. For region-specific privacy notices, please visit Pershing’s global privacy notice webpage at https://www.pershing.com/data-privacy C-3  EXHIBIT D BNY Mellon Advisors, Inc. EMEA Privacy Notice (BEGINS ON NEXT PAGE) D-1  Rev. 06/2023 EMEA Privacy Notice The following applies to the collection and processing of personal information relating to individuals in the European Union (EU) and United Kingdom (UK). Your personal information will be collected by Pershing LLC, Pershing Advisor Solutions LLC, and BNY Mellon Advisors Inc., (collectively referred to as “Pershing Group”, “we”, “us”, “our”) and will be used for the following purposes: • processing that is necessary for the performance of a contract into which you have entered; • • to comply with a legal obligation that we have, for example where we are required to report to tax authorities; for regulatory reasons that are in the public interest, for example to prevent and detect financial crime. Your personal information will be shared within The Bank of New York Mellon Corporation and its affiliates (collectively, “BNY Mellon”) where such disclosure is necessary to provide you with our services or to manage our business. Your personal information will be shared with external third parties as described below: • • • • third parties who help manage our business and deliver services. These third parties have agreed to confidentiality restrictions and use any personal information we share with them or which they collect on our behalf solely for the purpose of providing the contracted service to us. These include IT service providers who help manage our IT and back office systems; agencies and organizations working to prevent fraud in financial services; regulators and other governmental agencies; to comply with applicable laws, regulations and rules, and requests of law enforcement. Pershing Group may, in the future, sell or otherwise transfer some or all of its assets to a third party. Your personal information, technical information about your device or browser and/or other anonymous information we obtain from you via the websites under the control of BNY Mellon that may be disclosed to any potential or actual third-party purchasers of such assets and/or may be among those assets transferred. Pershing Group will transfer or store your personal information in other countries, including those outside the European Economic Area, under the protection of appropriate safeguards. For more information about the collection, use and sharing of your personal information and your legal rights please contact your financial organization (such as your financial adviser, RIA or Broker) in the first instance, or see The Bank of New York Mellon’s full EMEA Privacy Notice which is available at https://www.bnymellon.com/emea/en/privacy-policy.html If you still have any queries regarding this notice you can also contact us at BNYM.Pershing.Privacy@bnymellon.com We may share in aggregate, statistical form, non-personal information regarding the visitors to our website, traffic patterns, and website usage with our business partners, affiliates or advertisers. This notice applies to the EMEA (Europe, Middle East, Africa) region. For all other regions, please visit Pershing’s global privacy notice webpage at https://www.pershing.com/data-privacy D-2  EXHIBIT E BNY Mellon Advisors, Inc. ERISA 408(b)(2) Disclosure (BEGINS ON NEXT PAGE) E-1  BNY Mellon Advisors, Inc. 1800 American Blvd. Suite 300 – Pod D Pennington, NJ 08534 (800) 200-3033, Option 3 Command Program Service Provider Compensation Disclosure Statement and Guide to Services and Compensation This guide and the materials attached to or included by reference in the guide are being provided in accordance with the United States Department of Labor final regulation under Section 408(b)(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”). The following is a guide to important information that you should consider in connection with the services to be provided by BNY Mellon Advisors, Inc. (“BNYA”) to your employee benefit plan that is a “covered plan” under Section 408(b)(2) of ERISA (the “Plan”). As a fiduciary under ERISA (the federal law governing private sector retirement plans) and/or as an investment adviser registered under the Investment Advisers Act of 1940, the regulation requires BNYA to disclose information regarding direct and indirect compensation that BNYA reasonably anticipates receiving in connection with its services and to include disclosure if such services are provided as a fiduciary to the Plan. If you have received this disclosure, and are not the responsible Plan fiduciary, please forward this disclosure to the appropriate person. BNYA, Pershing Advisor Solutions LLC (“PAS”), Pershing LLC (“Pershing”), The Bank of New York Mellon and BNY Mellon, N.A. may each provide services to the Plan. BNYA, PAS, Pershing, The Bank of New York Mellon and BNY Mellon, N.A. are affiliated companies, each of which is indirectly owned by The Bank of New York Mellon Corporation. Disclosure/Location Required Information Description of the services that BNYA provides to the Plan. BNYA provides managed account services to the Plan, as described further in the applicable Investment Advisory Agreement and Terms and Conditions thereto (the “Client Agreement”) and BNYA’s Form ADV Part 2A, Firm Brochure (the “BNYA Brochure”), which documents have been previously provided to you. BNYA acts as Manager if selected by the Plan in the Client Agreement. This notice covers BNYA in its role as Manager. As described further in Item 10 and Item 12 of the BNYA Brochure, BNYA delegates certain functions and responsibilities to its affiliate, the Managed Accounts division of Pershing (“Managed Accounts”), and compensates Managed Accounts for those services. In addition, clearing and custody services described in the Client Agreement and Item 5 and Item 10 of the BNYA Brochure may be performed by BNYA’s affiliates, Pershing, The Bank of New York Mellon or BNY Mellon, N.A., pursuant to the Client Agreement. Brokerage services in Command are provided to the Plan by a third party broker-dealer or BNYA’s affiliate, PAS, pursuant to a separate brokerage agreement between such broker- dealer and the Plan. E-2  BNYA is an ERISA fiduciary and investment adviser registered under the Investment Advisers Act of 1940, as amended, with regard to the Plan’s account. A statement concerning the services that BNYA provides as an ERISA fiduciary and/or registered investment adviser. Compensation BNYA will receive from the Plan. The fees the Plan pays to BNYA and Pershing, The Bank of New York Mellon or BNY Mellon, N.A., including fees payable to BNYA where BNYA serves as Manager for the Plan’s account, are described in the Client Agreement and Item 5 of the BNYA Brochure. BNYA may pay a portion of the fees it receives to Managed Accounts, PAS, The Bank of New York Mellon, BNY Mellon, N.A. and/or Pershing. BNYA’s affiliates, Pershing, The Bank of New York Mellon and BNY Mellon, N.A., may receive other fees not included in the asset based fee (“Program Fee”) described in the BNYA Brochure. More information on these fees paid to Pershing, The Bank of New York Mellon and/or BNY Mellon, N.A. is available from the Plan’s investment advisory representative and will be disclosed in the Plan’s custodial account statement. As described in the BNYA Brochure, there are also certain circumstances in which Pershing may receive a fee based on the product selected. For more information regarding the fees paid to the Plan’s broker-dealer, the Plan should refer to its brokerage agreement with such broker-dealer. BNYA does not receive soft dollar research and brokerage services. BNYA discloses any sponsorship fees paid or received to or from third parties in Item 10 of the BNYA Brochure. Compensation BNYA will receive from other parties that are not related to BNYA (“indirect” compensation). Indirect compensation that BNYA’s affiliates, Pershing and PAS, may receive is further described in the BNYA Brochure and Exhibit E hereto. The Client Agreement and Item 5 of the BNYA Brochure describe fees charged and/or rebated upon the termination of the Plan’s account. Compensation BNYA will receive if the Plan terminates the Client Agreement. Rev. 03/2025 E-3  EXHIBIT F Compensation Paid to Pershing Advisor Solutions and Pershing by Third Parties Pershing Advisor Solutions LLC (Pershing Advisor Solutions), as well as its affiliate, Pershing LLC (Pershing) earn additional compensation from certain third parties in connection with providing services to your firm. In addition, Pershing Advisor Solutions may earn additional compensation from certain third parties in connection with providing services to your investment advisor. Certain fees may be considered “indirect compensation” for purposes of the section 408(b) (2) regulation 29 C.F.R. § 2550.408b-2(c) (1) (IV) (C). Mutual Fund Fees. Pershing has entered into agreements with certain mutual fund companies that pay Pershing for performing certain services for the mutual fund. Pursuant to these agreements, Pershing receives fees for operational services from mutual funds in the form of networking or omnibus processing fees. The reimbursements are remitted to Pershing for its work on behalf of the funds. This work may include, but is not limited to, subaccounting services, dividend calculation and posting, accounting, reconciliation, client confirmation and statement preparation and mailing and tax statement preparation and mailing. These reimbursements are based either on (a) a flat fee ranging from $0 to $20 per holding or (b) a percentage of assets that can range from 0 to 15 basis points for domestic funds and 0 to 30 basis points for offshore funds. Mutual funds that are available in Pershing’s FundVest® no-transaction fee mutual fund program may pay Pershing servicing fees in exchange for being offered in Pershing’s FundVest program. These payments are based on a percentage of assets and can range from 7 to 40 basis points. Participation by Pershing Advisor Solutions in this program is optional and Pershing Advisor Solutions may share in these fees. For additional details about Pershing’s mutual fund no-transaction-fee program, or a listing of funds that pay Pershing networking or omnibus fees, please refer to www.pershing.com/mutual_fund.htm. The mutual funds listed on this website are listed in order from highest to lowest paying mutual funds based on gross payments made to Pershing. If Pershing Advisor Solutions shares in the fees described above, a portion of these fees may also be shared with certain turnkey asset management providers that provide operational and related services to Pershing Advisor Solutions, for both Employee Retirement Income Security Act (ERISA) and non- ERISA accounts administered within the providers’ programs. Money Fund and FDIC-Insured Bank Product Fees. Pershing has entered into agreements with money market fund companies and FDIC-insured bank deposit products service providers. Pershing receives fees from money fund companies and service providers for making available money market funds and FDIC-insured bank deposit programs. A portion of Pershing’s fees is applied against costs associated with providing services on behalf of the fund companies and service providers, which may include maintaining cash sweep systems, sub-accounting services, dividend and interest calculation and posting, accounting, reconciliation, client statement preparation and mailing, tax statement preparation and mailing, marketing and distribution related support, and other services. These fees are paid in accordance with an asset-based formula that can range from 0 to 100 basis points annually. Pershing Advisor Solutions may share in these fees. For a listing of money funds and FDIC-insured bank products that pay Pershing these fees, please refer to: https://www.pershing.com/_global-assets/pdf/disclosures/per-mutual-fund-money-fund-and-bank- deposit-program-disclosures.pdf. If Pershing Advisor Solutions shares in the fees described above, a portion of these fees may be shared with certain turnkey asset management providers that provide F-1  operational and related services to Pershing Advisor Solutions for both ERISA and non-ERISA accounts administered within the providers’ programs. Annuity Fees. Pershing has entered into arrangements with insurance companies through which Pershing may receive servicing fees from certain insurance companies that participate in Pershing’s annuity program. These one-time fees typically amount to between $10 and $17 per annuity contract. In addition, Pershing receives operational reimbursement fees from certain insurance companies for the services it provides, which may include, but are not limited to, posting, accounting reconciliation and client statement preparation and mailing. These fees typically amount to $6 per year for annuity contracts. For a listing of the insurers that pay Pershing these fees, please refer to www.pershing.com/annuity_fees.htm. Sponsorship Fees. Mutual fund companies, annuity companies, exchange-traded fund (ETF) providers, money market providers and other investment solution providers offer marketing support in the form of sponsorship fee payments to Pershing and Pershing Advisor Solutions (or third parties at Pershing’s direction) in connection with educational conferences, events, seminars and workshops for independent registered investment advisors and advisors in transition. These payments may be for the expenses of educational materials or other event-related expenses. Alternative Investment Network Fees. Pershing may receive servicing fees from managed futures funds, hedge funds and fund-of-funds (collectively “alternative investments”) that participate in Pershing’s Alternative Investment Network no-fee program in lieu of transaction fees and special product fee charges to Pershing Advisor Solutions. These fees are calculated in accordance with an asset-based formula that can range from 10 to 50 basis points annually. Pershing also receives set-up fees from alternative investment providers or broker-dealers in the form of a one-time fee to add an alternative investment to the Alternative Investment Network. The fee is a flat fee ranging from $100 to $300 per fund and is remitted to Pershing for its work to set up the alternative investment on Pershing’s systems. For additional details regarding Pershing’s Alternative Investment Network no-fee program or a listing of entities that pay fees to Pershing, please refer to www.pershing.com/alternative_investment_network_fees.html. Payments for Order Flow. Pershing may receive compensation in connection with routing orders to the marketplace for execution, subject to its obligations to seek best execution. Such compensation may be received from unaffiliated broker-dealers or from securities exchanges. In all cases, Pershing seeks best execution in routing orders. For a description of the compensation earned by Pershing in connection with routing orders, and Pershing’s procedures in routing orders, please refer to Pershing’s disclosure at www.orderroutingdisclosure.com. Float Disclosure. Pershing may obtain a financial benefit attributable to cash balances of ERISA plan accounts that are held by Pershing in connection with cash awaiting investment or cash pending distribution. For a more detailed description of this compensation, refer to https://www.pershing.com/_global-assets/pdf/disclosures/per-float.pdf. F-2