EASTGATE CAPITAL ADVISORS LLC

Item 1: Cover Page Item 1: Cover Page Part 2A of Form ADV Firm Brochure March 31, 2025 560 Green Bay Road, Suite 200 | Winnetka, Illinois 60093 | 312-690-4900 | www.EastgateCA.com ____________________________________ This brochure provides information about the qualifications and business practices of Eastgate Capital Advisors LLC. If you have any questions about the contents of this brochure, please contact us at 312-690- 4900 or via email to jomalley@eastgateca.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration with the SEC or state regulatory authority does not imply a certain level of skill or expertise. Additional information about Eastgate Capital Advisors LLC is also available on the SEC’s website at www.adviserinfo.sec.gov under the firm’s CRD Number: 220511. Page 1 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 2: Material Changes Item 2: Material Changes This Firm Brochure is our disclosure document prepared according to regulatory requirements and rules. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. The firm made the following material change since the last update of this Brochure issued June 24, 2024: The firm moved its office from 560 Green Bay Road, Suite 101, Winnetka, Illinois 60093 to 560 Green Bay Road, Suite 200, Winnetka, Illinois 60093. Page 2 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 3: Table of Contents Item 3: Table of Contents Item 1: Cover Page ...................................................................................................................................................... 1 Item 2: Material Changes .......................................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................................... 4 Item 5: Fees and Compensation ............................................................................................................................ 9 Item 6: Performance-Based Fees and Side-by-Side Management ......................................................... 12 Item 7: Types of Clients ........................................................................................................................................... 13 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ................................................. 14 Item 9: Disciplinary Information ........................................................................................................................... 22 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 23 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................................... 24 Item 12: Brokerage Practices ................................................................................................................................... 26 Item 13: Review of Accounts ................................................................................................................................... 33 Item 14: Client Referrals and Other Compensation ........................................................................................ 34 Item 15: Custody .......................................................................................................................................................... 35 Item 16: Investment Discretion ............................................................................................................................... 36 Item 17: Voting Client Securities ............................................................................................................................ 37 Item 18: Financial Information ................................................................................................................................ 38 Page 3 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 4: Advisory Business Item 4: Advisory Business A. Eastgate Capital Advisors LLC Eastgate Capital Advisors LLC (“Eastgate” or the “firm”) is organized as a Delaware limited liability company. Eastgate was founded in 2010, began operations as an investment advisor in 2015, and is owned by John D. O’Malley, Jr., the firm’s Managing Member. As of December 31, 2024, Eastgate had $98,952,410 of discretionary and $164,065,849 of non- discretionary assets under management. B. Advisory Services Offered B.1 Comprehensive Wealth Management Services Eastgate is a fee-only multi-family office practice offering comprehensive wealth management services encompassing a broad range of services that may include any, or all of the following depending upon the client’s specific needs. ▪ Investment management ▪ Financial planning ▪ Trust and estate planning ▪ Investment-related tax planning Eastgate’s comprehensive wealth and investment management services are predicated on the client's family investment objectives, goals, tolerance for risk, and other personal and financial circumstances. Eastgate’s clients’ accounts are managed based on their individual financial situations. Each client works with Eastgate to select the account's investment objective and, to the extent desired by the client, to impose reasonable restrictions on the management of the assets in the account. Clients are under no obligation to act upon any of the recommendations made by Eastgate. Clients are advised that it remains their responsibility to promptly notify the firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Eastgate’s recommendations and/or services. Investment Management Services Eastgate provides investment management services as part of its comprehensive wealth management services. Client’s may choose to have Eastgate provide only investment management services rather than comprehensive wealth management services. Eastgate provides clients’ either discretionary or non-discretionary services as requested by the client. For its discretionary asset management services, Eastgate receives a limited power of attorney to effect securities transactions on behalf of its clients that include securities and strategies described in Item 8 of this brochure. Page 4 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 4: Advisory Business Eastgate also provides investment advice on clients’ retirement plan assets held in qualified retirement plans, (i.e., 401(k) and 403(b) plans, etc.). Please be advised that our recommendations to you are confined to the investment alternatives made available by the plan. Clients may provide the firm with any reasonable investment restrictions on the management of their portfolio, which must be in writing and sent to the firm. Clients should promptly notify the firm in writing of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. Eastgate will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. Eastgate will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Retirement Rollovers – Conflicts and Added Fees. As a fee-based investment adviser, Eastgate (and its investment adviser representatives) makes more money either when your account assets grow or when you add money to your account. As a plan participant, clients may be paying little or nothing for the plan’s investment services. As such, clients’ costs are likely to be more post-rollover. We may compensate our investment professionals in a way that incrementally rewards them based on the level of aggregate revenue they generate for our firm. In this regard, we have policies and procedures for supervisory review to ensure we are advising clients in a way that’s in their best interests. In addition, we conduct an annual review of rollover transactions to ensure our business practices are aligned in a manner that places clients’ interests first. Such annual review is provided to a member of our executive team, who certifies the firm’s compliance. We do not engage in sales contests, production awards, or related giveaways that inhibit our ability to provide advice that’s in clients’ best interests. We regularly update our conflicts of interest and will update clients accordingly on any material changes affecting our relationship with them. Trust and Estate Planning Services As part of its comprehensive wealth management services, Eastgate may prepare an estate plan in coordination with the client’s team of specialized advisors (estate attorneys, CPAs, etc.). ▪ Estate planning ▪ Estate management ▪ Charitable/philanthropic planning ▪ Advice on wills and trust agreements ▪ Business succession planning ▪ Retirement and distribution planning Investment-Related Tax Planning Services As part of its comprehensive wealth management services, Eastgate may provide assistance and work with clients’ tax specialists in helping structure investment strategies that are Page 5 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 4: Advisory Business designed to maximize after-tax returns and to otherwise ensure optimal tax efficiency. These services may include the following: ▪ Annual tax planning (with tax advisor) ▪ Harvesting investment gains or losses for tax efficiency ▪ Estate and fiduciary tax planning ▪ Tax planning for client’s charitable foundation Financial Planning As part of its comprehensive wealth management services, Eastgate may provide financial planning services below. Eastgate may provide the client with a written or oral report that provides a detailed financial plan designed to help achieve their stated financial goals and objectives. Financial planning services may consist of: ▪ Preparation of a consolidated assessment of financial condition consisting of: • Annual budgeting • Cash flow monitoring • Account reconciliations • Personal financial statement preparations • Debt management ▪ Establishment of the following objectives over relevant time frames, which may include • Retirement objectives • Philanthropy • Estate planning • Wealth transition • Other related issues ▪ Preparation of a recommended asset allocation to diversify the client’s portfolio among different categories of investments. ▪ Risk analysis stress testing, taking into account your family, business, and other financial objectives. ▪ Liability management through creating a portfolio of assets that can be appropriately matched as to liquidity, timing, and safety to retire liabilities at applicable due dates. ▪ Prepare an estate plan in coordination with the client’s team of specialized advisors (estate attorneys, CPAs, etc.). • Estate planning • Estate management • Charitable/philanthropic planning • Advice on wills and trust agreements • Business succession planning • Retirement and distribution planning Page 6 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 4: Advisory Business B.2 Family Office Services Eastgate may provide one or more of the following family office services as mutually agreed between the firm and the client: ▪ General Counsel Services ▪ Private Investment Administration ▪ Estate Planning and Administration ▪ Accounting / Bookkeeping ▪ Tax Compliance ▪ Bill Payment ▪ Medical Invoice Reconciliation ▪ Custom Family Education Programs ▪ Customized performance reporting ▪ Cashflow forecasting/ source & use analysis ▪ Insurance risk review ▪ Annual family office meeting ▪ Real-estate consulting services ▪ Foundation/charitable advising Family Office Services may be delivered to the client either by Eastgate staff, or through a contractor of either Eastgate’s or the client’s choosing. In each instance, the services will be made available through a separately negotiated arrangement with the client as determined in advance of the service being rendered. B.3 Trust, Estate and Family Partnership Administration Eastgate offers administration services to clients that have a need to administer family partnerships, trusts, and estates. Eastgate coordinates with the client’s attorney, accountant, and outside financial service providers. The types of services that will be provided to the client will vary based upon the complexity of the client’s asset structure and the complexity of the administrative provisions set forth in the client’s estate planning documents. Eastgate may also work with clients and their attorneys and tax advisors to develop plans that help facilitate the smooth transition of assets from one generation to the next while seeking to eliminate unnecessary tax and perpetuating the transfer of the client’s legacy and family values. The services clients receive will vary based upon the client’s individualized needs. Eastgate is experienced with managing day-to-day activities of family partnerships or family limited liability company structures as part of multi-generational planning. Fees for such work are determined on an individualized basis and are in addition to fees for comprehensive wealth management. Page 7 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 4: Advisory Business C. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. D. Wrap Fee Programs Eastgate does not offer or participate in wrap fee programs, where brokerage commissions and transaction costs are included in the asset-based fee charged to the client. Page 8 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 5: Fees and Compensation Item 5: Fees and Compensation A. Methods of Compensation and Fee Schedule A.1 Comprehensive Wealth Management Services Eastgate’s fee for the wealth management services is an asset-based fee calculated as a percentage of the value of the managed assets, generally calculated according to the following fee schedule. Clients may negotiate a fixed fee arrangement in lieu of the asset-based pricing schedule. Such fees will be in parity with the asset-based fee schedule. All fees are negotiable depending on service levels delivered. Assets Under Management Annual Fee Rate First $1 million Next $1 million Next $1 million Next $1 million Next $1 million Next $5 million Next $5 million Next $5 million Next $20+ million .95% .90% .80% .75% .70% .60% .50% .40% .35% If a client elects not to avail themselves of all the services offered under our comprehensive wealth management services, they will still be charged the annual rate listed on the fee schedule above. Such client may be able to obtain comparable services at a lower cost elsewhere. Fees may be negotiated on the basis of the overall family relationship, complexity of services, number of accounts, and the specific needs of the family. Any costs incurred by Eastgate hiring third-party managers in delivery of such services will be in addition to Eastgate’s asset-based schedule noted above. Asset-based fees are always subject to the investment advisory agreement between the client and Eastgate. Such fees are payable quarterly in advance. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a calendar quarter. Adjustments for significant contributions and withdrawals to a client’s portfolio are prorated for the quarter in which the change occurs. The client authorizes the qualified custodian to automatically deduct the fee and all other charges payable hereunder from the assets in the account when due, with such payments to be reflected on the next account statement sent to the client. If insufficient cash is available to pay such fees, securities will be liquidated to pay for the unpaid balance. Eastgate may modify the fee at any time upon 30 days’ written notice to the client. In the event the client has an ERISA- governed plan, fee modifications must be approved in writing by the client. Page 9 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 5: Fees and Compensation A client investment advisory agreement may be canceled at any time by the client, or by Eastgate with 30 days’ prior written notice to the client. Upon termination, any unearned, prepaid fees will be promptly refunded. A.2 Family Office Services; Trust, Estate and Family Partnership Administration For clients electing family office services and/or trust, estate and family partnership administration services, fees will be a negotiated fee amount based on the services requested and the complexity of the client situation. We generally charge fees quarterly in advance. The fees will be prorated if the engagement commences otherwise than at the beginning of a calendar quarter. Fees for investment management are the same as comprehensive wealth management. B. Client Payment of Fees Eastgate generally requires financial advisory fees to be prepaid on a quarterly basis. Eastgate requires clients to authorize the direct debit of fees from their accounts. Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. Eastgate will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. A client investment advisory agreement may be canceled at any time by the client, or by Eastgate with 30 days’ prior written notice to the client. Upon termination of any account, any unearned, prepaid fees will be promptly refunded. C. Additional Client Fees Charged All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, separate account managers, private placements, pooled investment vehicles, broker-dealers, custodians, and third-party service providers retained by clients. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, each separate account manager’s Form ADV and Brochure and Brochure Supplement or similar disclosure statement, each private placement or pooled investment vehicle’s confidential offering memoranda, by any broker-dealer or custodian, and any service agreements with third-party service providers retained by the client. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using Eastgate may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian. Page 10 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 5: Fees and Compensation Please refer to the Brokerage Practices section (Item 12) for additional information regarding the firm’s brokerage practices. D. External Compensation for the Sale of Securities to Clients Eastgate’s advisory professionals are compensated through a salary and bonus structure and/or through a percentage of advisory fees charged to clients. E. Important Disclosure – Custodian Investment Programs Please be advised that the firm utilizes certain custodians/broker-dealers. Under these arrangements, we can access certain investment programs offered through such custodian(s) that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. Please note the following: Limitation on Mutual Fund Universe for Custodian Investment Programs: There are certain programs in which we participate where a client’s investment options may be limited in certain of these programs to those mutual funds and/or mutual fund share classes that pay 12b-1 fees and other revenue sharing fee payments, and the client should be aware that the firm is not selecting from among all mutual funds available in the marketplace when recommending mutual funds to the client. Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm’s clients. Page 11 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 6: Performance-Based Fees and Side-by-Side Management Item 6: Performance-Based Fees and Side-by-Side Management Eastgate does not charge performance-based fees and therefore has no economic incentive to manage clients’ portfolios in any way other than what is in their best interests. Page 12 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 7: Types of Clients Item 7: Types of Clients Eastgate offers its investment services to individuals and families of substantial net worth, retirement accounts, trusts, corporate, partnerships, and other legal entities. Eastgate generally requires a minimum household portfolio value of $1,000,000. Eastgate, in its sole discretion, may waive the required minimum. Page 13 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Eastgate uses a variety of sources of data to conduct its economic, investment and market analysis, such as financial newspapers and magazines, economic and market research materials prepared by others, conference calls hosted by mutual funds, corporate rating services, annual reports, prospectuses, and company press releases. It is important to keep in mind that there is no specific approach to investing that guarantees success or positive returns; investing in securities involves risk of loss that clients should be prepared to bear. A.1 Modern Portfolio Theory The firm’s methods of analysis include modern portfolio theory. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various assets. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Eastgate uses a variety of sources of data to conduct its economic, investment and market analysis, such as financial newspapers and magazines, economic and market research materials prepared by others, conference calls hosted by mutual funds, corporate rating services, annual reports, prospectuses, and company press releases. It is important to keep in mind that there is no specific approach to investing that guarantees success or positive returns; investing in securities involves risk of loss that clients should be prepared to bear. In addition, Eastgate reviews research material prepared by others, as well as corporate filings, corporate rating services, and a variety of financial publications. Eastgate may employ outside vendors or utilize third-party software to assist in formulating investment recommendations to clients. A.2 Mutual Funds and Exchange-Traded Funds, Individual Securities, Third-Party Separate Account Managers, and Pooled Investment Vehicles Eastgate may recommend ”institutional share class” mutual funds, exchange-traded funds (“ETFs”), individual securities (including fixed income instruments), and pooled investment vehicles. Eastgate may also assist the client in selecting one or more appropriate manager(s) for all or a portion of the client’s portfolio. Such managers will typically manage assets for clients Page 14 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss who commit to the manager a minimum amount of assets established by that manager—a factor that Eastgate will take into account when recommending managers to clients. Eastgate's selection process cannot ensure that money managers will perform as desired, and Eastgate will have no control over the day-to-day operations of any of its selected money managers. Eastgate would not necessarily be aware of certain activities at the underlying money manager level, including without limitation a money manager's engaging in unreported risks, investment “style drift,” or even regulatory breaches or fraud. A description of the criteria to be used in formulating an investment recommendation for mutual funds, ETFs, individual securities (including fixed-income securities), managers, and pooled investment vehicles is set forth below. Eastgate has formed relationships with third-party vendors that ▪ provide a technological platform for separate account management ▪ prepare performance reports ▪ perform or distribute research of individual securities ▪ perform billing and certain other administrative tasks Eastgate may utilize additional independent third parties to assist it in recommending and monitoring individual securities, mutual funds, managers and pooled investment vehicles to clients as appropriate under the circumstances. Eastgate reviews certain quantitative and qualitative criteria related to mutual funds and managers and to formulate investment recommendations to its clients. Quantitative criteria may include ▪ the performance history of a mutual fund or manager evaluated against that of its peers and other benchmarks ▪ an analysis of risk-adjusted returns ▪ an analysis of the manager’s contribution to the investment return (e.g., manager’s alpha), standard deviation of returns over specific time periods, sector and style analysis ▪ the fund, sub-advisor or manager’s fee structure ▪ the relevant portfolio manager’s tenure Qualitative criteria used in selecting/recommending mutual funds or managers include the investment objectives and/or management style and philosophy of a mutual fund or manager; a mutual fund or manager's consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to mutual funds and managers are reviewed by Eastgate on a quarterly basis or such other interval as appropriate under the circumstances. In addition, mutual funds or managers are reviewed to determine the extent to which their investments reflect efforts to time the market, or evidence style drift such that their portfolios no longer accurately reflect the particular asset category attributed to the mutual fund or manager by Eastgate (both of which are negative factors in implementing an asset allocation structure). Page 15 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Eastgate may negotiate reduced account minimum balances and reduced fees with managers under various circumstances (e.g., for clients with minimum level of assets committed to the manager for specific periods of time, etc.). There can be no assurance that clients will receive any reduced account minimum balances or fees, or that all clients, even if apparently similarly situated, will receive any reduced account minimum balances or fees available to some other clients. Also, account minimum balances and fees may significantly differ between clients. Each client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on fees given the funds or managers utilized. Eastgate will endeavor to obtain equal treatment for its clients with funds or managers, but cannot assure equal treatment. Eastgate will regularly review the activities of mutual funds and managers utilized for the client. Clients that engage managers or who invest in mutual funds should first review and understand the disclosure documents of those managers or mutual funds, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, investment strategies, fees and conflicts of interest. Similarly, clients qualified to invest in pooled investment vehicles should review the private placement memoranda or other disclosure materials relating to such vehicles before making a decision to invest. A.3 Material Risks of Investment Instruments Eastgate may invest in open-end mutual funds and exchange-traded funds for the vast majority of its clients. In addition, for certain clients, Eastgate may affect transactions in the following types of securities: ▪ Equity securities ▪ Mutual fund securities ▪ Exchange-traded funds ▪ Fixed income securities ▪ Municipal securities ▪ U.S. government securities ▪ Private placements ▪ Pooled investment vehicles ▪ Options securities Equity Securities Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk. Page 16 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Mutual Fund Securities Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. Exchange-Traded Funds (“ETFs”) ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs®, streetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQs SM”) iShares® and VIPERs®. The funds could purchase an ETF to gain exposure to a portion of the U.S. or foreign market. The funds, as a shareholder of another investment company, will bear their pro-rata portion of the other investment company’s advisory fee and other expenses, in addition to their own expenses. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Fixed Income Securities Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign) and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. Municipal Securities Municipal securities carry additional risks than those of corporate and bank-sponsored debt securities described above. These risks include the municipality’s ability to raise additional tax Page 17 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity. Municipal bonds are generally tax free at the federal level, but may be taxable in individual states other than the state in which both the investor and municipal issuer is domiciled. U.S. Government Securities U.S. government securities include securities issued by the U.S. Treasury and by U.S. government agencies and instrumentalities. U.S. government securities may be supported by the full faith and credit of the United States. Private Placements Private placements carry significant risk in that companies using the private placement market conduct securities offerings that are exempt from registration under the federal securities laws, which means that investors do not have access to public information and such investors are not provided with the same amount of information that they would receive if the securities offering was a public offering. Moreover, many companies using private placements do so to raise equity capital in the start-up phase of their business, or require additional capital to complete another phase in their growth objective. In addition, the securities issued in connection with private placements are restricted securities, which means that they are not traded on a secondary market, such as a stock exchange, and they are thus illiquid and cannot be readily converted to cash. Pooled Investment Vehicles A pooled investment vehicle, such as a commodity pool or investment company, is generally offered only to investors who meet specified suitability, net worth and annual income criteria. Pooled investment vehicles sell securities through private placements and thus are illiquid and subject to a variety of risks that are disclosed in each pooled investment vehicle’s confidential private placement memorandum or disclosure document. Investors should read these documents carefully and consult with their professional advisors prior to committing investment dollars. Because many of the securities involved in pooled investment vehicles do not have transparent trading markets from which accurate and current pricing information can be derived, or in the case of private equity investments where portfolio security companies are privately held with no publicly traded market, the firm will be unable to monitor or verify the accuracy of such performance information. B. Investment Strategy and Method of Analysis Material Risks Our investment strategy is custom-tailored to the client’s goals, investment objectives, risk tolerance, and personal and financial circumstances. Page 18 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss B.1 Margin Leverage Although Eastgate, as a general business practice, does not utilize leverage, there may be instances in which a client requests leverage for personal reasons. In this regard, please review the following: The use of margin leverage enhances the overall risk of investment gain and loss to the client’s investment portfolio. For example, investors are able to control $2 of a security for $1. So if the price of a security rises by $1, the investor earns a 100% return on their investment. Conversely, if the security declines by $.50, then the investor loses 50% of their investment. The use of margin leverage entails borrowing, which results in additional interest costs to the investor. Broker-dealers who carry customer accounts require a minimum equity requirement when clients utilize margin leverage. The minimum equity requirement is stated as a percentage of the value of the underlying collateral security with an absolute minimum dollar requirement. For example, if the price of a security declines in value to the point where the excess equity used to satisfy the minimum requirement dissipates, the broker-dealer will require the client to deposit additional collateral to the account in the form of cash or marketable securities. A deposit of securities to the account will require a larger deposit, as the security being deposited is included in the computation of the minimum equity requirement. In addition, when leverage is utilized and the client needs to withdraw cash, the client must sell a disproportionate amount of collateral securities to release enough cash to satisfy the withdrawal amount based upon similar reasoning as cited above. Regulations concerning the use of margin leverage are established by the Federal Reserve Board and vary if the client’s account is held at a broker-dealer versus a bank custodian. Broker-dealers and bank custodians may apply more stringent rules as they deem necessary. B.2 Short-Term Trading Although Eastgate, as a general business practice, does not utilize short-term trading, there may be instances in which short-term trading may be necessary or an appropriate strategy. In this regard, please read the following: There is an inherent risk for clients who trade frequently in that high-frequency trading creates substantial transaction costs that in the aggregate could negatively impact account performance. B.3 Short Selling Eastgate generally does not engage in short selling but reserves the right to do so in the exercise of its sole judgment. Short selling involves the sale of a security that is borrowed rather than owned. When a short sale is effected, the investor is expecting the price of the security to decline in value so that a purchase or closeout of the short sale can be effected at a significantly lower price. The primary risks of effecting short sales is the availability to borrow the stock, the unlimited potential for loss, and the requirement to fund any difference between the short credit balance and the market value of the security. Page 19 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss B.4 Technical Trading Models Technical trading models are mathematically driven based upon historical data and trends of domestic and foreign market trading activity, including various industry and sector trading statistics within such markets. Technical trading models, through mathematical algorithms, attempt to identify when markets are likely to increase or decrease and identify appropriate entry and exit points. The primary risk of technical trading models is that historical trends and past performance cannot predict future trends, and there is no assurance that the mathematical algorithms employed are designed properly, updated with new data, and can accurately predict future market, industry, and sector performance. B.5 Option Strategies Various option strategies give the holder the right to acquire or sell underlying securities at the contract strike price up until expiration of the option. Each contract is worth 100 shares of the underlying security. Options entail greater risk but allow an investor to have market exposure to a particular security or group of securities without the capital commitment required to purchase the underlying security or groups of securities. In addition, options allow investors to hedge security positions held in the portfolio. For detailed information on the use of options and option strategies, please contact the Options Clearing Corporation for the current Options Risk Disclosure Statement. Eastgate as part of its investment strategy may employ the following option strategies: ▪ Covered call writing ▪ Long call options purchases ▪ Long put options purchases Covered Call Writing Covered call writing is the sale of in-, at-, or out-of-the-money call option against a long security position held in the client portfolio. This type of transaction is used to generate income. It also serves to create downside protection in the event the security position declines in value. Income is received from the proceeds of the option sale. Such income may be reduced to the extent it is necessary to buy back the option position prior to its expiration. This strategy may involve a degree of trading velocity, transaction costs and significant losses if the underlying security has volatile price movement. Covered call strategies are generally suited for companies with little price volatility. Long Call Option Purchases Long call option purchases allow the option holder to be exposed to the general market characteristics of a security without the outlay of capital necessary to own the security. Options are wasting assets and expire (usually within nine months of issuance), and as a result can expose the investor to significant loss. Page 20 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Long Put Option Purchases Long put option purchases allow the option holder to sell or “put” the underlying security at the contract strike price at a future date. If the price of the underlying security declines in value, the value of the long put option increases. In this way long puts are often used to hedge a long stock position. Options are wasting assets and expire (usually within nine months of issuance), and as a result can expose the investor to significant loss. C. Security-Specific Material Risks There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Page 21 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 9: Disciplinary Information Item 9: Disciplinary Information A. Criminal or Civil Actions The firm has not been subject to any disciplinary matters and therefore has nothing to report for this item. B. Administrative Enforcement Proceedings The firm has not been subject to any disciplinary matters and therefore has nothing to report for this item. C. Self-Regulatory Organization Enforcement Proceedings The firm has not been subject to any disciplinary matters and therefore has nothing to report for this item. Page 22 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 10: Other Financial Industry Activities and Affiliations Item 10: Other Financial Industry Activities and Affiliations A. Broker-Dealer or Representative Registration Neither Eastgate nor its affiliates, employees, or independent contractors are registered broker- dealers and do not have an application to register pending. B. Futures or Commodity Registration Neither Eastgate nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. C. Material Relationships Maintained by this Advisory Business and Conflicts of Interest As part of a client’s engagement with Eastgate, John D. O’Malley, Jr., may provide legal services to Eastgate advisory clients under a separate written agreement between Mr. O’Malley in his individual capacity as an attorney and the client. Eastgate is not a law firm. Clients may choose the legal representation of their choice. A material portion of the firm’s assets under management and revenues are represented by two client families. This creates a conflict of interest in that the two families may exercise a high degree of influence such that the firm may be enticed to make decisions concerning the firm’s advisory business that benefit such families versus other clients of the firm. D. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest Eastgate does not recommend separate account managers or other investment products in which it receives any form of referral or solicitor compensation from the separate account manager or client. Page 23 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Description In accordance with the Advisers Act, Eastgate has adopted policies and procedures designed to detect and prevent insider trading. In addition, Eastgate has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of Eastgate's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of Eastgate. Eastgate will send clients a copy of its Code of Ethics upon written request. Eastgate has policies and procedures in place to ensure that the interests of its clients are given preference over those of Eastgate, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. B. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Eastgate does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, Eastgate does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. C. Advisory Firm Purchase or Sale of Same Securities Recommended to Clients and Conflicts of Interest Eastgate, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase or sell the same securities as are purchased or sold for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ▪ owned by the client, or ▪ considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which Eastgate specifically prohibits. Eastgate has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ▪ require our advisory representatives and employees to act in the client’s best interest ▪ prohibit fraudulent conduct in connection with the trading of securities in a client account Page 24 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ▪ prohibit employees from personally benefitting by causing a client to act, or fail to act in making investment decisions ▪ prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions ▪ allocate investment opportunities in a fair and equitable manner ▪ provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefitting at the expense of a client. Advisory representatives and employees must follow Eastgate’s procedures when purchasing or selling the same securities purchased or sold for the client. D. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest Eastgate, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other Eastgate clients. Eastgate will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts. Trades executed the same day will likely be subject to an average pricing calculation. It is the policy of Eastgate to place the clients’ interests above those of Eastgate and its employees. Page 25 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 12: Brokerage Practices Item 12: Brokerage Practices A. Factors Used to Select Broker-Dealers for Client Transactions A.1 Custodian Recommendations Eastgate may recommend that clients establish brokerage accounts with Charles Schwab & Co., Inc. (“Schwab”), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although Eastgate may recommend that clients establish accounts at the custodian, it is the client’s decision to custody assets with the custodian. Eastgate is independently owned and operated and not affiliated with custodian. For Eastgate-managed advisory accounts, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. Eastgate considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances and subject to approval by Eastgate, Eastgate will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by Eastgate will be made by and in the sole discretion of the client. The client recognizes that broker-dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend Eastgate seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following: ▪ combination of transaction execution services along with asset custody services (generally without a separate fee for custody) ▪ capability to execute, clear, and settle trades (buy and sell securities for client accounts) ▪ capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) ▪ breadth of investment products made available (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.) Page 26 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 12: Brokerage Practices ▪ availability of investment research and tools that assist us in making investment decisions ▪ quality of services ▪ competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them ▪ reputation, financial strength, and stability of the provider ▪ their prior service to us and our other clients ▪ availability of other products and services that benefit us, as discussed below Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging either transaction fees or custodian asset-based fees on trades that it executes or that settle into the custodian’s accounts. For some accounts, the custodian may charge a percentage of the dollar amount of assets in the account in lieu of commissions. The custodian’s commission rates and asset- based fees applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits the client because the overall commission rates and asset-based fees paid are lower than they would be if the firm had not made the commitment. In addition to commissions or asset-based fees, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker- dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker-dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Soft Dollar Arrangements Eastgate does not utilize soft dollar arrangements. Eastgate does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides Eastgate with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Page 27 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 12: Brokerage Practices Other Products and Services Custodian also makes available to Eastgate other products and services that benefit Eastgate but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of Eastgate's accounts, including accounts not maintained at custodian. The custodian may also make available to Eastgate software and other technology that ▪ provide access to client account data (such as trade confirmations and account statements) ▪ facilitate trade execution and allocate aggregated trade orders for multiple client accounts ▪ provide research, pricing and other market data ▪ facilitate payment of Eastgate’s fees from its clients’ accounts ▪ assist with back-office functions, recordkeeping and client reporting The custodian may also offer other services intended to help Eastgate manage and further develop its business enterprise. These services may include ▪ compliance, legal and business consulting ▪ publications and conferences on practice management and business succession ▪ access to employee benefits providers, human capital consultants and insurance providers The custodian may also provide other benefits such as educational events or occasional business entertainment of Eastgate personnel. In evaluating whether to recommend that clients custody their assets at the custodian, Eastgate may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. Independent Third Parties The custodian may make available, arrange, and/or pay third-party vendors for the types of services rendered to Eastgate. The custodian may discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to Eastgate. Additional Compensation Received from Custodians Eastgate may participate in institutional customer programs sponsored by broker-dealers or custodians. Eastgate may recommend these broker-dealers or custodians to clients for custody and brokerage services. There is no direct link between Eastgate’s participation in such programs and the investment advice it gives to its clients, although Eastgate receives economic benefits through its participation in the programs that are typically not available to retail investors. These benefits may include the following products and services (provided without cost or at a discount): ▪ Receipt of duplicate client statements and confirmations Page 28 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 12: Brokerage Practices ▪ Research-related products and tools ▪ Consulting services ▪ Access to a trading desk serving Eastgate participants ▪ Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts) ▪ The ability to have advisory fees deducted directly from client accounts ▪ Access to an electronic communications network for client order entry and account information ▪ Access to mutual funds with no transaction fees and to certain institutional money managers ▪ Discounts on compliance, marketing, research, technology, and practice management products or services provided to Eastgate by third-party vendors The custodian may also pay for business consulting and professional services received by Eastgate’s related persons, and may pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for Eastgate’s personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs may benefit Eastgate but may not benefit its client accounts. These products or services may assist Eastgate in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help Eastgate manage and further develop its business enterprise. The benefits received by Eastgate or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. Eastgate also participates in similar institutional advisor programs offered by other independent broker-dealers or trust companies, and its continued participation may require Eastgate to maintain a predetermined level of assets at such firms. In connection with its participation in such programs, Eastgate will typically receive benefits similar to those listed above, including research, payments for business consulting and professional services received by Eastgate’s related persons, and reimbursement of expenses (including travel, lodging, meals and entertainment expenses for Eastgate’s personnel to attend conferences sponsored by the broker-dealer or trust company). As part of its fiduciary duties to clients, Eastgate endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by Eastgate or its related persons in and of itself creates a conflict of interest and indirectly influences Eastgate’s recommendation of broker-dealers such as Schwab for custody and brokerage services. The Firm’s Interest in Schwab’s Services The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. The firm does not have to pay for the custodian’s services so long as a certain minimum of client assets is kept in accounts at the custodian. Page 29 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 12: Brokerage Practices Custodian’s services give the firm an incentive to recommend that clients maintain their accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. A.2 Brokerage for Client Referrals Eastgate does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. A.3 Directed Brokerage Eastgate Recommendations Eastgate typically recommends Schwab as custodian for clients’ funds and securities and to execute securities transactions on its clients’ behalf. Client-Directed Brokerage Occasionally, clients may direct Eastgate to use a particular broker-dealer to execute portfolio transactions for their account or request that certain types of securities not be purchased for their account. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage Eastgate derives from aggregating transactions. Such client trades are typically effected after the trades of clients who have not directed the use of a particular broker-dealer. Eastgate loses the ability to aggregate trades with other Eastgate advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. B. Aggregating Securities Transactions for Client Accounts B.1 Best Execution Eastgate, pursuant to the terms of its investment advisory agreement with clients, has discretionary authority to determine which securities are to be bought and sold and the amount of such securities. Eastgate recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. Eastgate will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following: ▪ The financial strength, reputation and stability of the broker ▪ The efficiency with which the transaction is effected ▪ The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) Page 30 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 12: Brokerage Practices ▪ The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future ▪ The efficiency of error resolution, clearance and settlement ▪ Block trading and positioning capabilities ▪ Performance measurement ▪ Online access to computerized data regarding customer accounts ▪ Availability, comprehensiveness, and frequency of brokerage and research services ▪ Commission rates ▪ The economic benefit to the client ▪ Related matters involved in the receipt of brokerage services Consistent with its fiduciary responsibilities, Eastgate seeks to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of Eastgate’s knowledge, these custodians provide high- quality execution, and Eastgate’s clients do not pay higher transaction costs in return for such execution. Commission rates and securities transaction fees charged to effect such transactions are established by the client’s independent custodian and/or broker-dealer. Based upon its own knowledge of the securities industry, Eastgate believes that such commission rates are competitive within the securities industry. Lower commissions or better execution may be able to be achieved elsewhere. B.2 Security Allocation Since Eastgate may be managing accounts with similar investment objectives, Eastgate may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by Eastgate in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. Eastgate’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. Eastgate will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. Eastgate’s advice to certain clients and entities and the action of Eastgate for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any action of Eastgate with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of Eastgate to or on behalf of other clients. Page 31 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 12: Brokerage Practices B.3 Order Aggregation Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a prorata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if Eastgate believes that a larger size block trade would lead to best overall price for the security being transacted. B.4 Allocation of Trades All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a proforma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” Eastgate acts in accordance with its duty to seek best price and execution and will not continue any arrangements if Eastgate determines that such arrangements are no longer in the best interest of its clients. B.5 Trade Errors From time to time, Eastgate may make an error in submitting a trade order on the client’s behalf. When this occurs, Eastgate may place a correcting trade with the broker-dealer. If an investment gain results from the correcting trade, the gain will remain in client’s account unless the same error involved other client account(s) that should have received the gain, it is not permissible for client to retain the gain, or Eastgate confers with client and client decides to forego the gain (e.g., due to tax reasons). If the gain does not remain in client’s account, Schwab will donate the amount of any gain $100 and over to charity. If a loss occurs greater than $100, Eastgate pay for the loss. Schwab will maintain the loss or gain (if such gain is not retained in client’s account) if it is under $100 to minimize and offset its administrative time and expense. Generally, if related trade errors result in both gains and losses in client’s account, they may be “netted.” Page 32 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 13: Review of Accounts Item 13: Review of Accounts A. Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Accounts are reviewed on a quarterly basis by John D. O’Malley, Jr., the firm’s Managing Director. More frequent reviews may also be triggered by a change in the client’s investment objectives, tax considerations, large deposits or withdrawals, large purchases or sales, loss of confidence in the underlying investment, or changes in macro-economic climate. Financial planning clients receive their financial plans and recommendations at the time service is completed. There are no post-plan reviews unless engaged to do so by the client. B. Review of Client Accounts on Non-Periodic Basis Eastgate may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how Eastgate formulates investment advice. C. Content of Client-Provided Reports and Frequency Eastgate reports to the client on a quarterly basis or at some other interval agreed upon with the client, information on contributions and withdrawals in the client's investment portfolio, and the performance of the client's portfolio measured against appropriate benchmarks (including benchmarks selected by the client). The client’s independent custodian provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by Eastgate. Page 33 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 14: Client Referrals and Other Compensation Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest Eastgate receives an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors that have their clients maintain accounts at Schwab. These products and services, how they benefit us, and the related conflicts of interest are described above in Item 12: Brokerage Practices. The availability of Schwab’s products and services to us is not based on our giving particular investment advice, such as buying particular securities for our clients. B. Advisory Firm Payments for Client Referrals Eastgate does not pay for client referrals. Page 34 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 15: Custody Item 15: Custody Eastgate is considered to have custody of client assets for purposes of the Advisers Act for the following reasons: ▪ The client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account. The custodian maintains actual custody of clients’ assets. ▪ Our authority to direct client requests, utilizing standing instructions, for wire transfer of funds for first-party money movement and third-party money movement (checks and/or journals, ACH, Fed-wires). The firm has elected to meet the SEC’s seven conditions to avoid the surprise custody exam, as outlined below: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. ▪ We provide bill paying services for one or more accounts. As such, the firm is deemed to have custody of client assets and therefore subject to a surprise annual audit by an independent certified public accounting firm. Individual advisory clients will receive at least quarterly account statements directly from their custodian containing a description of all activity, cash balances, and portfolio holdings in their accounts. Clients are urged to compare the account balance(s) shown on their account statements to the quarter-end balance(s) on their custodian's monthly statement. The custodian’s statement is the official record of the account. Page 35 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 16: Investment Discretion Item 16: Investment Discretion Clients may grant a limited power of attorney to Eastgate with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, Eastgate will exercise discretion as to the nature and type of securities to be purchased and sold, and the amount of securities for such transactions. Investment limitations may be designated by the client as outlined in the investment advisory agreement. In addition, subject to the terms of its investment advisory agreement, Eastgate may be granted discretionary authority for the retention of independent third-party investment management firms. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Please see the applicable third-party manager’s disclosure brochure for detailed information relating to discretionary authority. Page 36 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 17: Voting Client Securities Item 17: Voting Client Securities Eastgate does not take discretion with respect to voting proxies on behalf of its clients. Eastgate may or may not endeavor to make recommendations to clients on voting proxies regarding shareholder vote, consent, election or similar actions solicited by, or with respect to, issuers of securities beneficially held as part of Eastgate supervised and/or managed assets. In no event will Eastgate take discretion with respect to voting proxies on behalf of its clients. Except as required by applicable law, Eastgate will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. Eastgate has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. Eastgate also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, Eastgate has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where Eastgate receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. Page 37 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure  Item 18: Financial Information Item 18: Financial Information A. Balance Sheet Eastgate, as a result of its practice of instructing the clients’ custodian to debit and disburse Eastgate’s quarterly fee (pursuant to clients’ prior written authorization), is required to file a balance sheet with the State of Illinois. The firm does not have discretionary authority or custody of client funds or securities or require or solicit prepayment of more than $1,200 in fees per client six months in advance. B. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Eastgate does not have any financial issues that would impair its ability to provide services to clients. C. Bankruptcy Petitions During the Past Ten Years There is nothing to report on this item. Neither Eastgate nor its principals have ever filed any bankruptcy petitions. Page 38 Part 2A of Form ADV: Eastgate Capital Advisors LLC Brochure