EIGHT 31 FINANCIAL, LLC

ITEM 1: COVER PAGE EIGHT 31 FINANCIAL, LLC (“Eight 31” or “Registrant”) ADV Part 2A, Appendix 1 Wrap Fee Program Brochure March 31, 2025 3200 Mockingbird Lane Building 7, Suite 204 Midland, TX 79705 This brochure provides information about the qualifications and business practices of Eight 31. If you have any questions about the contents of this brochure, please contact us at (423) 282-0251. 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. information about Eight 31 also is available on the SEC’s website at Additional www.adviserinfo.sec.gov. References herein to Eight 31 as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  ITEM 2: MATERIAL CHANGES A material change made to this Wrap Fee Brochure since the prior version, dated March 28, 2024, is as follows: Cover Page: Our address has been updated to 3200 Mockingbird Lane, Building 7, Suite 204, Midland, TX 79705. Item 4, Services, Fees and Compensation; Item 5, Account Requirements and Types of Clients; Item 6, Portfolio Manager Selection and Evaluation; and Item 9, Additional Information have been revised to include references and disclosures with respect to private funds now managed by the Registrant. We encourage all clients to review this Wrap Fee Brochure in its entirety.  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 .............................................................................. 4 ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ..................................................... 6 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION ................................................ 6 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS ............................... 19 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS ........................................................ 20 ITEM 9 ADDITIONAL INFORMATION .............................................................................................. 20  ITEM 4 SERVICES, FEES AND COMPENSATION A. INVESTMENT ADVISORY SERVICES The client can determine to engage the Registrant to provide discretionary investment advisory services on a wrap fee basis. (See discussion below). If a client determines to engage the Registrant on a wrap fee basis, the client will pay a single fee for investment advisory services, brokerage and custody, inclusive of commission and transactions costs. The services included in a wrap fee agreement will depend upon each client’s particular need. EIGHT 31 FINANCIAL WRAP PROGRAM The Registrant is the sponsor and investment manager of the Eight 31 Financial, LLC Wrap Program (the “Program”). Under the Program, the Registrant and/or independent investment managers are able to offer participants discretionary and/or non-discretionary investment management services, for a single specified annual Fee, inclusive of trade execution, custody, reporting, and investment management fees (“Program Fee”). The Registrant charges an annual Program fee for participation in the Program. The Program Fee is charged as a percentage of assets under management, on a non-graduated basis, as follows: Market Value of Portfolio Accounts valued $5,000,000 and below Accounts valued between $5,000,000 and $10,000,000 Accounts valued between $10,000,000 and $24,999,999 Accounts valued at $25,000,000 Accounts valued in excess of $25,000,000 Annual Fee % Up to 2.00% Up to 1.65% Up to 1.40% Up to 1.25% Negotiable The Registrant’s investment advisory fee is negotiable at Registrant’s discretion, depending upon objective and subjective factors including but not limited to: the amount of assets to be managed; portfolio composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional assets; the professional(s) rendering the service(s); prior relationships with the Registrant and/or its representatives, and negotiations with the client. Similarly situated clients could pay different fees based upon certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with client, etc.). In addition, similar advisory services may be available from other investment advisers for similar or lower fees. The Registrant may provide consulting services (on investment and non–investment related matters) on a stand–alone fee basis. The Registrant’s consulting fees are negotiable, and the Registrant may be engaged on a fixed fee or hourly basis, but its hourly fees generally range from $150 to $500, depending upon the level and scope of the services required and the professionals rendering the services. Such fees are separate from the fees under the Program. Under the Program, the Registrant may be provided with written authority to determine which securities and the amounts of securities that are bought or sold. Any limitations on this discretionary authority shall be included in the written agreement between each client and the Registrant. Clients may amend these limitations, in writing, at any time. The client shall have reasonable access to one of the Registrant’s investment professionals to discuss their account. Clients are required to open brokerage accounts and enter into new account agreements with Pershing Advisors Solutions, LLC through Pershing LLC (“Pershing”), or other broker-dealers approved by Registrant under the Program. 4  Except as discussed above and for assets managed via the Pontera platform, which are subject to an annual minimum fee of $2,500, the Registrant does not require any minimum annual fee for investment advisory services. The Wrap Fee Agreement between the Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Wrap Fee Agreement. Upon termination, the Registrant shall refund the pro-rated portion of the advanced advisory fee paid based upon the number of days remaining in the billing quarter. Fee Calculation: The fee charged is calculated as described above and is not charged on the basis of a share of capital gains or capital appreciation of the funds or any portion of the funds of an advisory client. Fee Payment: Registrant’s annual investment advisory fee shall be prorated and paid monthly, in arrears, based upon the market value of the account on the last business day of the previous month. Investment Risk: Investing in securities involves risk of loss that clients should be prepared to bear. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). Investors generally face the following investment risks: Participation in the Program may cost more or less than purchasing such services separately. Also, B. the Program Fee charged by Registrant for participation in the Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Depending upon the Program Fee charged by the Registrant, the amount of portfolio activity in the client's account, and the value of custodial and other services provided, the Program Fee may or may not exceed the aggregate cost of such services if they were to be provided separately by Registrant or another firm who may provide such services on a non-wrap fee basis. Wrap Program-Conflict of Interest. Registrant provides services on a wrap fee basis as a wrap program sponsor. Under Registrant’s wrap program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. The terms and conditions of a wrap program engagement are more fully discussed in Registrant’s Form ADV Parts 2A. Because wrap program transaction fees and/or commissions are being paid by Registrant to the account custodian/broker-dealer, Registrant could have an economic incentive to maximize its compensation by seeking to minimize the number of trades in the client's account. The Program Fee does not include certain charges and administrative fees, including, but not C. limited to, fees charged by independent managers, asset management platform fees, transaction charges (including mark-ups and mark-downs) resulting from trades effected through or with a broker-dealer other than Pershing, transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Client accounts may invest in mutual funds (including money market funds) and exchange-traded funds (“ETFs”) that have various internal fees and expenses (i.e., management fees), which are paid by these funds but ultimately borne by clients as a fund shareholder. All of these fees and expenses are in addition to the Program Fee. 5  With respect to assets invested in private funds not sponsored by the Registrant, the Program Fee shall be paid in arrears on the same schedule as the applicable periodic reports provided by the underlying private fund, and shall be based on the net asset value stated in such periodic reports, or, if such periodic reports are unavailable, on a schedule reasonably determined by the Registrant, based on sources deemed reliable by the Registrant, in its sole discretion, such as the custodian. D. Registrant’s related persons who recommend the Program to clients may receive compensation as a result of a client’s participation in the Program. However, we do not offer non-wrap programs, so a related person would not face a conflict in recommending the wrap fee program over a non-wrap fee program. Notwithstanding, clients are reminded that there may be other wrap fee programs or non-wrap fee programs which may be more suitable. The client retains absolute discretion over all implementation decisions and is free to accept or reject any recommendation from the Registrant’s related persons. ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS The Registrant’s clients shall generally include individuals, high net worth individuals, pension and profit- sharing plans, charitable organizations and corporations, private funds managed by the Registrant and other businesses. The Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its fee entirely, or charge fee on a different interval, based upon different criteria from those specified on page four of this Wrap Fee Brochure (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, competition, negotiations with client, etc.). The Registrant has a specified minimum account size of $5,000,000, though this is subject to the Registrant’s discretion including with respect to clients that are participants in the Program. As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION A. The Registrant may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the client’s designated investment objective(s). Some or all of such Independent Manager(s) may be exclusively available through certain turnkey asset management platforms (“TAMPs”). In such situations, the Independent Manager[s] shall have day-to-day responsibility for the active discretionary management of the allocated Program assets. The Registrant shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which the Registrant shall consider in recommending Independent Manager[s] include the client’s designated investment objective(s), and the Independent Manager’s management style, performance, reputation, financial strength, reporting, pricing, and research. Registrant generally performs reviews and monitors the performance of information furnished by the Independent Manager[s]. However, the Registrant does not ensure the accuracy or correctness of performance information provided by such Independent Manager[s]. Performance information furnished by the Independent Manager[s] may not be calculated on a uniform and consistent basis. Clients are encouraged to compare all information received from the Independent Manager[s] with information received from their custodians. The investment management fee charged by the Independent Manager[s], as well as the platform access fees charged by certain TAMPS, are separate 6  from and in addition to, Registrant’s advisory fee as set forth above. These investment management fees charged by Independent Managers and platform access fees charged by TAMPS are typically calculated based on the notional value of the client’s account, and not in the same manner that the Registrant calculates its advisory fees. The timing, frequency, and manner in which such Independent Manager[s] collect fees may vary from Registrant’s practices. Clients are advised to carefully review the Form ADV Part 2A of any engaged Independent Manager for further details. B. The Registrant acts as the portfolio manager for the Program. Inasmuch as the Registrant will pay the execution costs for transactions effected in the client account, a conflict of interest arises in that the Registrant has a disincentive to trade securities in the client account. As the Program sponsor, the Registrant shall be responsible for the primary management of the Program, including the selection and termination of all Independent Manager[s]. Once selected, Independent Manager[s] shall be responsible for day-to-day management and selection of securities for the account. With limited exceptions, the Registrant does not offer investment advisory services on a non-wrap C. fee basis. The Registrant’s advisory services do not include consulting services. OTHER ADVISORY BUSINESS SERVICES INVESTMENT ADVISORY SERVICES The client is under no obligation to engage the services of any recommended professional. The client retains absolute discretion over all implementation decisions and is free to accept or reject any recommendation from the Registrant. If the client engages any professional (i.e., attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Registrant, shall be responsible for the quality and competency of the services provided. Clients are responsible for promptly notifying the Registrant if there is ever any change in their financial situation or investment objectives so that the Registrant can review, and if necessary, revise its previous recommendations or services. CONSULTING SERVICES (STAND-ALONE) To the extent specifically requested by a client, Registrant may provide consulting services (including investment and non–investment related matters, such as estate planning, insurance planning, etc.) on either an hourly basis or a stand–alone separate fee basis. Before engaging the Registrant to provide stand–alone consulting services, clients are required to enter into a separate Consulting Services Agreement with Registrant setting forth the terms and conditions of the engagement. MISCELLANEOUS ADVISORY SERVICES DISCLOSURE Non–Investment Consulting/Implementation Services. If requested by the client, the Registrant may provide consulting services regarding non–investment related matters, such as estate, tax and insurance planning. Neither the Registrant, nor any of its representatives, serves as an attorney or an accountant and no portion of the Registrant’s services should be viewed as legal or accounting services. Accordingly, Registrant does not prepare estate planning documents or tax returns. To the extent requested by a client, the Registrant may recommend the services of other professionals for certain non–investment implementation purposes (i.e., attorneys, accountants, insurance agents), including certain of the 7  Registrant’s investment adviser representatives in their separate registered or licensed capacities as discussed below. Stone Castle FICA Program. The Registrant may recommend the FICA For Advisors cash management program (“FICA Program”) offered by StoneCastle Network, LLC (“StoneCastle”), an affiliate of StoneCastle Cash Management, LLC. The FICA Program is designed to protect client money by placing it in deposit accounts at banks, savings institutions and credit unions (collectively, “Insured Depositories”) in a manner that maintains full insurance of the funds by the Federal Deposit Insurance Corporation (“FDIC”) or National Credit Union Administration (“NCUA”), as is applicable. Clients who choose to participate in the FICA Program will have their funds deposited within StoneCastle’s network of Insured Depositories (“Deposit Network”). StoneCastle does not require a minimum deposit to open a FICA Program account. The Registrant will assist clients in signing up for the FICA Program and facilitating the transfer of funds between the client’s like-named accounts. Conflict of Interest: The Registrant may earn a fee, in addition to its advisory fee charged on client assets participating in the FICA Program, from StoneCastle, based upon client participation in the FICA Program. Affiliated Private Funds. The Registrant is affiliated with and the adviser to the Syntal Real Estate Fund, LLC Series 1, Syntal Real Estate Fund, LLC Series 2 and Syntal Real Estate Fund, LLC Series 3 (known as the Eight 31 Financial, LLC Real Estate Funds) and Wolfcamp Credit Fund I, LP, each a private investment fund (together the “Funds”), the complete description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the Funds’ offering documents. The Funds are closed to new investors and are not making new investments. The Funds were previously managed by another firm, of which Mr. Dane Crunk was a principal, and investment in the Funds was recommend by the prior firm to certain clients. Certain clients of the prior firm are now clients of Eight 31 as well as investors in the Funds. The amount of assets invested in the Fund(s) is included as part of “assets under management” for purposes of the Registrant calculating its investment advisory fee as described in Item 5 below. The Registrant’s fees to clients are in addition to the Funds’ fees. Private investment funds, including the Fund, generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents provided to each investor. Unlike liquid investments that a client may maintain, private investment funds do not provide daily liquidity or pricing. Because the Registrant and/or its affiliates earn compensation from the Funds (both management fees and incentive compensation) that may exceed the fee that the Registrant would earn under its standard asset- based fee schedule referenced in Item 5 below, this presents a conflict of interest with respect to investors in the Funds who are also separately-managed account clients of the Registrant. Accordingly, the Registrant waives its advisory fee for investments made by clients into the Funds, and investors in the Funds are responsible for the payment of management fees disclosed in the Funds’ offering documents. In the event that the Registrant references the Fund(s) owned by the client on any supplemental account reports, the values for the Fund(s) will generally reflect the most recent value provided by the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the Fund provides an updated valuation, then the statement will reflect that updated value. The updated value will continue to be reflected on the report until the Fund provides a further updated value. As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s Fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, the Registrant shall calculate its fee based upon the latest value provided by the fund sponsor. If the Fund has invested in a third-party fund, the investment manager of that fund is responsible for 8  determining the value of interests in that fund. The Registrant will rely on values provided by the third- party fund’s manager. Inverse/Enhanced Market Strategies. Eight 31 may utilize long and short mutual funds and/or ETFs that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the corresponding index) as an investment strategy and/or for the purpose of increasing gains in an advancing market. There can be no assurance that any such security will be profitable or achieve its objective. To the contrary, such funds and/or strategy(ies) can suffer substantial losses. In light of these enhanced risks, a client may direct the Registrant, in writing, not to employ any or all leveraged or inverse ETFs. Non-Discretionary Service Limitations. Clients that determine to engage the Registrant on a non- discretionary investment advisory basis must be willing to accept that the Registrant cannot affect any account transactions without obtaining prior consent to such transactions from the client. In the event Registrant would like to make a transaction for a client’s account (including in the event of an individual holding or general market correction), and the client is unavailable, Registrant will be unable to affect the account transaction(s) (as it would for its discretionary clients) without first obtaining the client’s consent. Pontera. The Registrant uses Pontera, a third-party platform to facilitate the management of held away assets such as defined contribution plan participant accounts, with discretion. Those clients who choose to engage the Registrant to service their held away accounts will be provided a link to connect their outside accounts to the platform. Once the client’s account(s) is connected to the platform, Registrant will review the client’s current account allocations. Registrant will rebalance the connected outside accounts consistent with the client’s investment goals and risk tolerance. Client account(s) will be reviewed at least quarterly. The annual fee for Pontera accounts is 1.25% of the market value of the assets under management subject to an annual minimum fee of $2,500. We pay 0.25% from our advisory fee to Pontera. Due to the use of Pontera, you will not pay our firm a higher advisory fee other than what is listed above. Availability and Use of Mutual and Exchange Traded Funds. Registrant utilizes mutual funds and ETFs for its client portfolios. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed above, clients will also incur, relative to all mutual fund ETF purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). Retirement Plan Rollovers – No Obligation / Conflict of Interest A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn a new (or increase its current) advisory fee as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to rollover retirement plan assets to an account managed by Registrant. Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Registrant will review client portfolios on an ongoing 9  basis to determine if any changes are necessary based upon various factors, including but not limited to investment performance, financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Notwithstanding, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). Client Obligations. In performing its services, the Registrant will not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely on the information in its possession. Clients are reminded that it remains their responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Registrant’s previous recommendations and/or services. Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts. Account custodians generally require that cash proceeds from account transactions or cash deposits be swept into and/or initially maintained in the custodian’s sweep account. The yield on the sweep account is generally lower than those available in money market accounts. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to, the amount of dispersion between the sweep account and a money market fund, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Restrictions. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will determine each client’s investment objectives. Once invested, the Registrant provides ongoing monitoring and review of account performance and asset allocation as compared to the client’s investment objectives and may periodically rebalance an account based upon these reviews. The client may impose reasonable restrictions, in writing, on the Registrant’s services. Cybersecurity Risk. The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Registrant has established its systems to reduce the risk of cybersecurity incidents from coming to fruition, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. 10  Disclosure Statement. A copy of the Registrant’s written Privacy Notice, ADV Disclosure Brochure as set forth on Form ADV Parts 2A, 2B, this Wrap Fee Brochure and Form CRS (Client Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of the applicable form of agreement between Registrant and the client. Any client who has not received a copy of Registrant’s written Brochure at least 48 hours prior to executing such agreement shall have five business days subsequent to executing the agreement to terminate the Registrant’s services without penalty. Performance Based Fees and Side-By-Side Management Affiliates of the Registrant are entitled to receive carried interest distributions from the Funds, which generally are borne by the investors in such Funds. The Registrant or affiliates thereof may also receive performance-based fees and compensation (including carried interest distributions) with respect to certain other clients in the future (including, without limitation, other affiliated pooled investment vehicles established or sponsored by the Registrant or an affiliate thereof). Investors in a Fund are subject to additional fees (in the form of management fees and carried interest distributions) payable to the Registrant and its affiliates by or with respect to such Fund (at the level of the Fund), which are in addition to (and separate and apart from) the wrap, asset-based, fixed, hourly advisory or other fees payable by such client pursuant to the advisory agreement between such client and the Registrant. The Funds provide disclosures regarding material risk factors and conflicts of interest to all prospective investors, and each investor is responsible for determining whether or not to subscribe for interests in the Funds. In connection with a subscription for an interest in a Fund, each client was required to specifically acknowledge and agree to these and other conflicts of interest. In addition, to address these conflicts, the Funds provided up-front disclosures regarding such compensation conflicts of interest to prospective investors and clients in the offering and governing documents of each fund. Additionally, the Registrant and its employees are mindful of the fiduciary duties owned to all advisory clients. Methods of Analysis, Investment Strategies and Risk of Loss The Registrant may use any combination of the following when analyzing securities or third-party managers: • Research o Public, private and proprietary information; o Reviewing third party fundamental and macro analysis; o Reviews of academic research papers; o Technical research; and, o Formulating views and opinions around economic and geopolitical developments. • Strategy Development and Implementation Identify preferable investment space in the market; o o Focus on styles and market segments where the dispersion between managers is significant – hire active managers for these pieces; o Where the dispersion between managers is minimal, allocate funds to passive managers; o Proprietary strategies are also managed next to external managers; and, • Risk Management o Risk management is based upon the client’s risk tolerance, allocations, and rebalancing of the client’s portfolio. The Registrant may utilize the following investment strategies when implementing investment advice given to clients: 11  • Long-Term Purchases – securities purchased with the intention of being held for at least a year; • Short-Term Purchases – securities purchased with the intention of being sold within a year; • Trading – securities purchased with the intention of being sold within thirty days; and • Derivatives – the use of swaps, forwards, futures, options on futures and other options Investment Risk. Investing in securities involves risk of loss that clients should be prepared to bear. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s). Investors generally face the following investment risks: • General Economic and Market Conditions – The success of a client portfolio’s activities will be affected by general economic and market conditions, such as changes in interest rates, availability of credit and debt-related issues, inflation rates, economic uncertainty, market volatility, changes in laws (including laws relating to taxation investments), trade barriers, unemployment rates, release of economic data, currency exchange controls and national and international political circumstances (including wars, terrorist acts, natural disasters or security operations). These factors may affect the level and volatility of securities prices and the liquidity of portfolio investments. Volatility and/or illiquidity could impair profitability or result in losses. Portfolios could incur material losses even if Eight 31 reacts quickly to difficult market and economic conditions, and there can be no assurance that portfolios will not suffer material losses and other adverse effects from broad and rapid changes in economic and market conditions in the future. Investors should realize that markets for the financial instruments in which portfolios seek to invest can correlate strongly with each other at times or in ways that are difficult for Eight 31 to predict. Even a well- analyzed approach may not protect portfolios from significant losses under certain market conditions. • • Non-U.S. Trade Policy: If the U.S. federal government continues to make significant changes in U.S. trade policy, including imposing tariffs on certain goods and raw materials imported into the U.S., such actions may trigger retaliatory actions by the affected countries, resulting in “trade wars,” which may cause increased costs for goods and raw materials imported into the U.S., or in trading partners limiting their trade with businesses in the U.S., either of which may have material adverse effects on U.S. companies and industries. Interest–rate Risk – Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • • Market Risk – The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk may be caused by external factors independent of the fund’s specific investments as well as due to the fund’s specific investments. Additionally, each security’s price will fluctuate based on market movement, which may, or may not be due to the security’s operations or changes in its true value. For example, political, economic and social conditions may trigger market events which are temporarily negative, or temporarily positive. Inflation Risk – When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. • Reinvestment Risk – This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Liquidity Risk – Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. 12  • Financial Risk – Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. lower • Management Risk – The Registrant’s investment approach may fail to produce the intended results. If the Registrant’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the client’s portfolio may suffer. • Equity Risk – Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the client’s overall portfolio. Small- and mid-cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger trading volume, which may companies. Smaller companies may also have a disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies. • • Fixed Income Risk – The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities held by a fund is likely to decrease. A nominal interest rate is the sum of a real interest rate and an expected inflation rate. Investment Companies Risk – When a client invests in open end mutual funds or ETFs, the client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Eight 31 has no control over the risks taken by the underlying funds in which client invests. • REIT Risk – To the extent that a client invests in real estate investment trusts (“REITs”), it is subject to risks generally associated with investing in real estate, such as (i) possible declines in the value of real estate, (ii) adverse general and local economic conditions, (iii) possible lack of availability of mortgage funds, (iv) changes in interest rates, and (v) environmental problems. In addition, REITs are subject to certain other risks related specifically to their structure and focus such as: dependency upon management skills; limited diversification; the risks of locating and managing financing for projects; heavy cash flow dependency; possible default by borrowers; the costs and potential losses of self-liquidation of one or more holdings; the possibility of failing to maintain exemptions from securities registration; and, in many cases, relatively small market capitalization, which may result in less market liquidity and greater price volatility. • Foreign Securities Risk – Client portfolios and funds in which clients invest may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility. To the extent that underlying funds invest in issuers located in emerging markets, the risk may be heightened by political 13  changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies. • Trading risk – Investing involves risk, including possible loss of principal. There is no assurance that the investment objective of any fund or investment will be achieved. • Private Equity/Placement Risk – Because offerings are exempt from registration requirements, no regulator has reviewed the offerings to make sure the risks associated with the investment and all material facts about the entity raising money are adequately disclosed. Securities offered through private placements are generally illiquid, meaning there are limited opportunities to resell the security. Risk of the underlying investment may be significantly higher than publicly traded investments. • Sub-Advisers – The risks associated with utilizing Sub-Advises include manager risk, where a Sub- Adviser fails to execute the stated investment strategy, and business risk, where a Sub-Adviser has financial or regulatory problems. • Epidemics, Pandemics, and Public Health Issues – The Registrant’s business activities, operations and client investments could be adversely affected by the outbreaks of epidemics and pandemics. A recurrence of an outbreak of any kind of epidemic, communicable disease or virus or major public health issue could cause a slowdown in the levels of economic activity generally, which would adversely affect the business, financial condition and operations of Eight 31. Should these or other major public health issues, including pandemics, arise or spread farther, the Registrant could be adversely affected by more stringent travel restrictions, additional limitations on the Registrant’s operations or business and governmental actions limiting the movement of people between regions and other activities or operations. • Limited Diversification and Risk Management Failures – Though we generally attempt to help our clients diversify their position, sector, and geographic exposures, at any given time our clients’ portfolios may not be diversified to any material extent, and, as a result, our clients could experience significant losses if general economic conditions, and, in particular, those relevant to the issuers whose securities are owned by our clients, decline. In addition, clients could become significantly concentrated in a limited number of issuers, types of financial instruments, industries, strategies, countries or geographic regions, and any such concentration of risk may increase losses suffered by such clients. This limited diversity could expose certain clients to losses disproportionate to market movements in general. Although we attempt to help our clients identify, monitor and manage significant risks, these efforts do not take all risks into account, and there can be no assurance that, these efforts will be effective. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. Any inadequacy or failure in our risk management efforts could result in material losses for our clients. • Reliance on Management of the Underlying Funds and Managers – Each private fund managed by the Registrant generally is organized to invest substantially all of the net proceeds raised in the offering of interests to acquire limited partnership or other interests in pooled investment vehicles managed or sponsored by third-party investment managers, and such Funds will not invest the net proceeds raised in the offering in any other material investments (other than temporary investments). A consequence of this limited number of investments (or exposure to a single investment) is that the aggregate returns realized by investors may be substantially adversely affected by the unfavorable performance of a single investment or a small subset of investments. The Funds do not have fixed guidelines for diversification. Although the Registrant generally expects to monitor the activities and performance of underlying funds (to the extent applicable), the Registrant relies substantially and predominantly upon underlying funds, managers and their personnel to manage and operate the underlying funds and their investments on a day-to-day basis. If the underlying managers are unable to attract and retain a qualified, competent and effective management team, the business, financial condition and prospects of the underlying funds and the 14  value of the underlying funds’ investments (or a client’s investment in the underlying funds) could be materially adversely affected. • Valuation of Portfolio Investments – From time to time, special situations affecting the valuation of the investments (such as limited liquidity, unavailability or unreliability of third-party pricing information and acts or omissions of service providers to the private funds managed by the Registrant) could have an impact on the value of a client's investment, particularly if prior judgments as to the appropriate valuation of an investment should later prove to be incorrect after a net asset value-related calculation or transaction is completed. Generally, the Registrant is not required to make retroactive adjustments to prior subscription or withdrawal transactions, management fees or performance allocations based on subsequent valuation data. In addition, the Registrant may, but is not required to, discount the value of its positions due to limited liquidity, concentration levels or for other reasons. Due to the nature of its investments, the Registrant may not be able to place a precise value on positions and therefore may need to estimate values. • Force Majeure & Catastrophic Risks – Eight 31 may be subject to operational risk from unforeseeable and uncontrollable catastrophic events, including fires, floods, earthquakes, adverse weather conditions and related power outages, water shortages or other damage caused by such events, changes in law, eminent domain, wars, riots, terrorist attacks, and other similar risks, which may be uninsurable or insurable at rates that the Registrant deems uneconomic. These events could result in loss and litigation, among other potentially detrimental effects. In February 2022, armed conflict escalated between Russia, and Ukraine and Russia invaded Ukraine. In response to Russia’s invasion of Ukraine, the United States, the European Union and various other countries have announced, and continue to announce and expand, sanctions against or targeting Russia and various important Russian people and companies. These sanctions currently include, among others, restrictions or bans on selling or importing goods, services or technology in or from Russia, bans on Russian energy imports, and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider or more significant sanctions and take other actions against Russia or its interests should the conflict further escalate or deteriorate. The Ukraine-Russian conflict has led to, and may continue to lead to, significant political, geopolitical, economic and market turmoil and volatility, including dramatic increases in oil and gas prices and further supply chain disruptions. It is not possible to predict the broader consequences of this conflict or the sanctions imposed or applied as a result thereof, which could include further sanctions, embargoes, regional instability, geopolitical shifts, conflicts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could impact clients or the Registrant’s business, financial condition and results of operations. • Risks of Artificial Intelligence (“AI”) – The Firm and its affiliates, clients, issuers of securities in which the clients invest, and service providers may utilize AI and machine learning technologies in various operational aspects, including to summarize investment research findings. Generally, the Firm may use AI as a search tool on internal data, rather than for making trading or investment decisions. AI and machine learning rely on large datasets, which may contain inaccuracies or omissions, potentially affecting their effectiveness. The rapid evolution of these technologies makes it difficult to predict future risks. Additionally, third-party service providers and counterparties may use AI in ways that introduce cybersecurity and privacy risks, including the potential for sophisticated AI- driven cyberattacks. The Firm will not be in a position to control the use of AI or machine learning technology in third-party products or services. • Disruption in the Financial Services Industry – The Registrant’s ability to make and consummate investments and engage in other activities and transactions could be adversely affected by the actions and stability of banks and other financial institutions. Banks and financial institutions are interrelated as a result of trading, clearing, counterparty and various other relationships. As a result, 15  defaults or failures by, or even rumors or questions about or regarding, one of more banks or financial institutions, or the industry generally, have historically led to market-wide liquidity and other problems. Losses of depositor, creditor and counterparty confidence could lead to losses or defaults by clients and their investments and other banks and financial institutions (including banks and financial institutions that clients and their investments deal or interact with). There is no guarantee that the Department of Treasury, Federal Deposit Insurance Corporation, Securities Investor Protection Corporation and/or the Federal Reserve will provide access to uninsured funds in the future in the event of the closure of other financial institutions (or do so in a timely fashion), and it is uncertain whether these steps by the government will be sufficient to calm the financial markets, reduce the risk of significant depositor withdrawals at other institutions and thereby reduce the risk of additional bank failures. The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. The Registrant’s primary investment strategies – Long Term Purchases, Short Term Purchases, and Trading – are quantitative investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer-term investment strategy. Trading, an investment strategy that requires the purchase and sale of securities within a thirty (30) day investment time period involves a very short investment time period but will incur higher transaction costs when compared to a short-term investment strategy and substantially higher transaction costs than a longer-term investment strategy. In addition to the fundamental investment strategies discussed above, the Registrant may also implement and/or recommend derivative transactions which may involve a high level of inherent risk. The use of derivatives, such as swaps, forwards, futures, options on futures and other options, which are subject to additional risks, including that the value of the derivative may not correlate with the value of the underlying security, rate or index, that portfolio volatility may increase due to the leverage associated with the use of derivatives, and that the counterparty to the derivative may be unable to satisfy its obligations. Although the intent of the options–related transactions that may be implemented by the Registrant is to hedge against principal risk, certain of the options–related strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct the Registrant, in writing, not to employ any or all such strategies for his/her/their/its accounts. As appropriate in accordance with the client’s investment objectives, the Registrant currently primarily allocates client assets among various independent investment managers, mutual funds, ETFs, individual debt and equity securities, derivatives, securities components of variable annuities and variable life insurance contracts. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using: 16  • Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and, • Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral; These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant: • by taking the loan rather than liquidating assets in the client’s account, Registrant continues to earn • • a fee on such Account assets; and, if the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and, if Registrant’s advisory fee is based upon the higher margined account value (see margin disclosure at Item 5 below), Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loans. Risks Associated with the Use of Derivatives. Certain of the ETFs and mutual funds the Registrant recommends or purchases on a discretionary basis for client accounts may use derivatives. Such strategies may be considered aggressive. Investing in derivatives may expose the clients to greater risks than investing directly in the reference asset(s) underlying those derivatives, such as counterparty risk, liquidity risk and increased correlation risk (each as discussed below). When the recommended funds use derivatives, there may be imperfect correlation between the value of the reference asset(s) and the derivative, which may prevent the funds from achieving their investment objective. The funds may use a combination of swaps on an index (such as the Dow Jones US Health Care Index) and swaps on an ETF that is designed to track the performance of an index. The performance of the funds may not track the performance of an index due to embedded costs and other factors. Therefore, to the extent the funds invests in swaps that use an ETF as the reference asset, these funds may be subject to greater correlation risk and may not achieve as high a degree of correlation with an index as it would if the funds only used swaps on an index. In addition, with respect to the use of swap agreements, if an index has a dramatic intraday move that causes a material decline in the funds’ net assets, the terms of a swap agreement between the funds and its counterparty may permit the counterparty to immediately close out the transaction with the funds. In that event, the funds may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the funds’ investment objective. This, in turn, may prevent the funds 17  from achieving their investment objective, even if an index reverses all or a portion of its intraday move by the end of the day. Any financing, borrowing and other costs associated with using derivatives may also have the effect of lowering the funds’ return. Leverage Risk. Certain of the funds recommended by the Registrant attempt to obtain investment exposure in excess of its assets in seeking to achieve their investment objectives—a form of leverage—and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage could result in the total loss of an investor’s investment. Compounding Risk. The Registrant may recommend or invest certain clients in leveraged ETFs. As a result of mathematical compounding and because particular ETFs may have a single day investment objective, the ETF’s performance for periods greater than a single day is likely to be either greater than or less than the Index it may be tracking for performance times the stated multiple in the ETF’s objective before accounting for fees and ETF expenses. Compounding affects all investments but has a more significant impact on a leveraged fund. Particularly during periods of higher volatility, compounding will cause longer term results to vary from the stated multiple in the ETF objective (e.g., 2x) of the return of the Index. This effect becomes more pronounced as volatility increases. ETF performance for periods greater than a single day can be estimated given any set of assumptions for the following factors: (a) Index performance;( b) Index volatility; (c) period of time; (d) financing rates associated with inverse exposure; (e) other fund expenses; and (f) dividends or interest paid with respect to securities in the Index. Options Risk: The Registrant may engage in options transactions for the purpose of hedging risk and/or generating portfolio income. The use of options transactions as an investment strategy can involve a high level of inherent risk. Option transactions establish a contract between two parties concerning the buying or selling of an asset at a predetermined price during a specific period of time. During the term of the option contract, the buyer of the option gains the right to demand fulfillment by the seller. Fulfillment may take the form of either selling or purchasing a security, depending upon the nature of the option contract. Generally, the purchase or sale of an option contract shall be with the intent of “hedging” a potential market risk in a client’s portfolio and/or generating income for a client’s portfolio. Certain options-related strategies (i.e., straddles, short positions, etc.), may, in and of themselves, produce principal volatility and/or risk. Thus, a client must be willing to accept these enhanced volatility and principal risks associated with such strategies. In light of these enhanced risks, client may direct Registrant, in writing, not to employ any or all such strategies for his/her/their/its accounts. There can be no guarantee that an options strategy will achieve its objective or prove successful. No client is under any obligation to enter into any option transactions. However, if the client does so, he/she must be prepared to accept the potential for unintended or undesired consequences (i.e., losing ownership of the security, incurring capital gains taxes). Covered Call Writing. Covered call writing is the sale of in-, at-, or out-of-the-money call options against a long security position held in a client portfolio. This type of transaction is intended to generate income. It also serves to create partial 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 or lost to the extent it is determined to buy back the option position before its expiration. There can be no assurance that the security will not be called away by the option buyer, which will result in the client (option writer) to lose ownership in the security and incur potential unintended tax consequences. Covered call strategies are generally better suited for positions with lower price volatility. 18  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 can increase in value depending upon the strike price and expiration. Long puts are often used to hedge a long stock position to protect against downside risk. The security/portfolio could still experience losses depending on the quantity of the puts bought strike price and expiration. In the event that the security is put to the option holder, it will result in the client (option seller) to lose ownership in the security and to incur potential unintended tax consequences. Options are wasting assets and expire (usually within months of issuance). Finally, Registrant may also allocate investment management assets of its client accounts, on a discretionary basis, among one or more of its ETF and mutual fund and asset allocation programs (i.e., Aggressive, Moderately Aggressive, Moderate, and Conservative). As disclosed above, the Registrant may use leveraged or inverse ETFs. Leveraged ETFs are securities that attempt to replicate multiples of the performance of an underlying financial index. Inverse ETFs are designed to replicate the opposite direction of these same indices, often at a multiple. These ETFs often use a combination of futures, swaps, short sales, and other derivatives to achieve these objectives. Most leveraged and inverse-leveraged ETFs are designed to achieve these results on a daily basis only. This means that over periods longer than a trading day, the value of these ETFs can and usually does deviate from the performance of the index they are designed to track. Over longer periods of time or in situations of high volatility, these deviations can be substantial. There can be no assurance that any such security will be profitable or achieve its objective. In light of these enhanced risks, a client may direct the Registrant, in writing, not to employ any or all leveraged or inverse ETFs. Finally, Registrant may also allocate investment management assets of its client accounts, on a discretionary basis, among one or more of its ETF and mutual fund and asset allocation programs (i.e., Aggressive, Moderately Aggressive, Moderate, and Conservative). Voting Client Securities The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings, or other type events pertaining to the client’s investment assets. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS The Registrant shall be the Program’s portfolio manager. The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will determine each client’s investment objectives. Once invested, the Registrant provides ongoing monitoring and review of account performance and asset allocation as compared to the client’s investment objectives and may periodically rebalance an account based upon these reviews. The client may impose reasonable restrictions, in writing, on the Registrant’s services. 19  As indicated above, clients are responsible for promptly notifying the Registrant if there is ever any change in their financial situation or investment objectives so that the Registrant can review, and if necessary, revise its previous recommendations or services. To the extent the Program utilizes Independent Manager[s], the Registrant shall provide the Independent Manager[s] with each client’s particular investment objective(s). Any changes in the client’s financial situation or investment objectives reported by the client to the Registrant shall be communicated to the Independent Manager[s] within a reasonable period of time. ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS The client shall have reasonable access to the Program’s portfolio manager. ITEM 9 ADDITIONAL INFORMATION The Registrant has not been the subject of any disciplinary actions. AFFILIATED ENTITIES Eight 31 Capital, LLC is a multi-family office owned and controlled by Mr. Crunk. Clients of Eight 31 Capital, LLC may become clients of Eight 31. That notwithstanding, the Registrant’s fiduciary duty is with respect to its clients, and any investment recommendations made to the Registrant’s clients are based on the clients’ unique situations including individual investment goals, time horizons, objectives, and risk tolerance, among other factors. Eight 31 will devote the time to its clients’ affairs as is consistent with achieving their investment objectives. However, except as otherwise provided in agreements with clients, Eight 31 and any of its affiliates may engage in any activity permitted by applicable law. Affiliated Private Funds. As disclosed above, the Registrant is associated with the affiliated private funds. For a complete description of this relationship and the conflicts of interest it may pose, clients and prospective clients should review the disclosures and associated conflicts of interest disclosed above. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s representatives that is based upon fundamental principles of openness, integrity, honesty and trust, a copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. Except for the Registrant’s affiliate private funds, neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. However, the affiliated private funds may allow the Registrant and associated persons to earn compensation in excess of what they stand to earn under a separately- managed account as a result of incentive allocations. For a complete description about the incentive allocation, please see the discussion in Item 6 (Performance Based Fees and Side-By-Side Management) and each fund’s partnership agreement and private placement memorandum. 20  The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons.” The Registrant’s securities transaction policy requires that Access Person of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Registrant selects and transactions reports for the prior quarter within thirty (30) days after the end of the calendar quarter. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons. REVIEW OF ACCOUNTS For those clients to whom Registrant provides investment advisory services, account reviews are conducted at least annually by the Registrant’s Principal. In addition, Registrant contacts investment advisory clients at least annually to review previous services, recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. All clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. The Registrant may also conduct account reviews on an other-than-quarterly basis upon the occurrence of a triggering event, such as changes in the tax laws, new investment information, and changes in a client's own situation. Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by client custodians. Clients receive confirmations of each transaction in their accounts from the custodians. Performance reports will be provided by the Registrant upon request to clients with assets under management, exclusive of assets held away from the custodial account. CLIENT REFERRALS AND OTHER COMPENSATION Clients should review Item 12.A.1 of the Registrant’s Form ADV Part 2A for a discussion on the economic benefits that Registrant receives from Pershing. The Registrant does not compensate individuals or entities who are not Registrant’s supervised persons for prospective client introductions. Please Also See disclosure 21  at Item 9.B above for information about parties that the Registrant may refer clients to and additional compensation that the Registrant may receive from these parties. FINANCIAL INFORMATION The Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. The Registrant has not been the subject of a bankruptcy petition. The Registrant’s Principal and Chief Compliance Officer, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 22 

EIGHT 31 FINANCIAL, LLC (“Eight 31”) FORM ADV, PART 2A (the “Brochure”) March 31, 2025 3200 Mockingbird Lane Building 7, Suite 204 Midland, TX 79705 This Brochure provides information about the qualifications and business practices of Eight 31. If you have any questions about the contents of this brochure, please contact us (423) 282-0251. 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 Eight 31 is also available on the SEC’s website at www.adviserinfo.sec.gov. This brochure does not constitute an offer, solicitation, or recommendation to sell or an offer to buy any securities, investment products or investment advisory services. Such an offer may only be made to eligible persons by means of delivery of an offering memorandum and governing documents that contain the material terms relating to such investment, products, or services. References herein to Eight 31 as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Important Note About This Brochure This Brochure is not: • • • an offer or agreement to provide advisory services to any person; an offer to sell interests or a solicitation of an offer to purchase interests in any investment product or vehicle advised by Eight 31; a complete discussion of the features, risks or conflicts associated with any account advised by Eight 31; or to be relied on in determining whether to establish an advisory relationship with Eight 31. • As required by the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Eight 31 provides this Brochure to current and prospective clients prior to, or in connection with, those persons’ establishment or consideration of a client relationship. Persons who receive this Brochure should be aware that it is designed solely to provide information about Eight 31 as necessary to respond to certain disclosure obligations under the Advisers Act. Therefore, the information in this Brochure may differ from information provided in the materials that govern an account relationship such as an advisory agreement. In no event should this Brochure be considered to be an offer of, or agreement to provide, advisory services directly to any recipient. 2  ITEM 2: MATERIAL CHANGES Material changes made to this Brochure since the prior version, dated March 28, 2024, are as follows: Cover Page: Our address has been updated to 3200 Mockingbird Lane, Building 7, Suite 204, Midland, TX 79705. Item 4: Advisory Business was revised to update regulatory assets under management. Item 4, Advisory Business; Item 5, Fees and Compensation; Item 6, Performance-Based Fees and Side-by- Side Management; Item 7, Types of Clients; Item 8, Methods of Analysis, Investment Strategies and Risk of Loss; Item 10, Other Financial Industry Activities and Affiliations; Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading; Item 12, Brokerage Practices; Item 13, Review of Accounts; Item 15, Custody; Item 16, Investment Discretion; and Item 17, Voting Client Securities have been revised to include references and disclosures with respect to private funds now managed by the Eight 31. We encourage all clients to review this Brochure in its entirety. 3  ITEM 3: TABLE OF CONTENTS ITEM 2: MATERIAL CHANGES .................................................................................................. 3 ITEM 3: TABLE OF CONTENTS ................................................................................................. 4 ITEM 4: ADVISORY BUSINESS .................................................................................................. 5 ITEM 5: FEES AND COMPENSATION ....................................................................................... 8 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ............... 11 ITEM 7: TYPES OF CLIENTS .................................................................................................... 11 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS . 12 ITEM 9: DISCIPLINARY INFORMATION ............................................................................... 18 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ................ 18 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ...................................................................... 19 ITEM 12: BROKERAGE PRACTICES ....................................................................................... 21 ITEM 13: REVIEW OF ACCOUNTS .......................................................................................... 23 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ........................................ 24 ITEM 15: CUSTODY ................................................................................................................... 24 ITEM 16: INVESTMENT DISCRETION .................................................................................... 25 ITEM 17: VOTING CLIENT SECURITIES ................................................................................ 25 ITEM 18: FINANCIAL INFORMATION .................................................................................... 26 4  ITEM 4: ADVISORY BUSINESS Firm Overview Eight 31, a Texas limited liability company, is an investment adviser based in Midland, Texas. Eight 31 was formed in June 2023 and is primarily owned by Dane Edward Crunk through a family partnership, Crunk Family, LP, of which Mr. Crunk and Sally Smith Crunk are beneficial owners. The manager of Eight 31 is Eight 31 Capital Management, LLC, the sole manager of which is Mr. Crunk. Eight 31 is also referred to in this Brochure as “Adviser” or “Firm”. Types of Advisory Services Eight 31 provides advisory and investment management services to separately-managed account clients. The Firm considers each client’s unique situation including individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program are tailored to each client based on their investment objective, risk tolerance, and various other factors. Clients may authorize Eight 31 with discretionary authority to execute their investment programs as stated within the Investment Advisory Agreement (“Advisory Agreement”). The Firm provides ongoing monitoring and review of account performance and asset allocation as compared to the client’s investment objectives and may periodically rebalance an account based upon these reviews. Eight 31’s investment strategy is further described under Item 8, Methods of Analysis, Investment Strategies and Risk of Loss. Please refer to the Investment Strategies, Methods of Analysis, and Risk of Loss section for a more detailed description of the Firm’s investment strategy. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each client are documented in our client files. Investment strategies are created that reflect the stated goals and objectives. This must be done in writing and be signed by the client and the Firm. Clients may impose restrictions on investing in certain securities or types of securities. Agreements may not be assigned without written client consent. Wrap Fee Programs The client can engage the Firm to provide investment advisory services generally on a wrap fee basis only. (See discussion below). If a client engages the Firm on a wrap fee basis, the client will pay a single fee for investment advisory services, brokerage and custody, inclusive of commission and transactions costs. The services included in a wrap fee agreement will depend upon each client’s particular need. Before engaging the Firm to provide investment advisory services, clients are required to enter into an investment advisory agreement with the Firm setting forth the terms and conditions of the engagement describing the scope of services to be provided and the compensation to be paid to the Firm. Firm’s wrap fee shall include investment advisory services and generally does not include consulting services. In the event that the client requires planning or consulting services, the client may request the Firm to perform such additional services pursuant to a stand–alone consulting services agreement (see below). In limited instances, Firm may be engaged to provide investment advisory and consulting services for a single fee. In such instances, the fee payable by the client shall be the greater of the client’s annual asset- based fee or a separately negotiated minimum annual fee. If a client is subject to the negotiated minimum annual fee, such client’s fee could exceed the fee referenced in Item 5 below. To begin the investment advisory process, an investment adviser representative will first determine each 5  client’s investment objectives and then invest client’s assets consistent with their investment objectives. Once invested, the Firm provides ongoing monitoring and review of account performance and asset allocation as compared to the client’s investment objectives and may periodically rebalance an account based upon these reviews. As appropriate in accordance with the client’s investment objectives, the Firm primarily invests or recommends that client invest in: various independent investment managers, open-end mutual funds, exchange-traded funds (“ETFs”), private funds, individual debt and equity securities, options, securities components of variable annuities and variable life insurance contracts. Eight 31 Partners Wrap Program The Firm provides investment advisory services on a wrap fee basis in accordance with the Firm’s investment advisory wrap fee program (the “Program”). The services offered under, and the corresponding terms and conditions pertaining to the Program are discussed in the Wrap Fee Program Brochure, which is presented to all existing and prospective Program participants. Under the Program, the Firm offers participants discretionary investment advisory services and certain non-discretionary advisory services for legacy clients for a single specified annual Program fee, inclusive of trade execution, custody, reporting, and investment advisory fees. Pershing Advisor Solutions, LLC (“Pershing”) shall serve as the custodian for Program accounts. Wrap Program-Conflict of Interest. Firm provides services on a wrap fee basis as a wrap program sponsor. Under Firm’s wrap program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. The terms and conditions of a wrap program engagement are more fully discussed in Firm’s Wrap Fee Program Brochure. Because wrap program transaction fees and/or commissions are being paid by Firm to the account custodian/broker-dealer, the Firm could have an economic incentive to maximize its compensation by seeking to minimize the number of trades in the client's account. See separate Wrap Fee Program Brochure. Other Investment Programs Dynasty The Firm has entered into a contractual relationship with Dynasty Financial Partners, LLC (“Dynasty”), which provides the Firm with operational and back-office support including access to a network of service providers. Through the Dynasty network of service providers, the Firm may receive preferred pricing on trading technology, reporting, custody, brokerage, compliance and other related services. In addition, Dynasty’s subsidiary, Dynasty Wealth Management, LLC (“DWM”) is an SEC registered investment adviser, provides access to a range of investment services including: separately managed accounts (“SMA”), mutual fund and ETF asset allocation strategies, and unified managed accounts (“UMA”) managed by external third party managers (collectively, the “Investment Programs”). The Firm may separately engage the services of Dynasty and/or its subsidiaries to access the Investment Programs. Under the SMA and UMA programs, the Firm will maintain the ability to select the specific, underlying third party managers that will, in turn, have day-to-day discretionary trading authority over the requisite client assets. Dynasty charges a “Platform/Program Fee,” which, unless otherwise disclosed, the client will be charged, separate from and in addition to such client’s annual investment management fee as described in Item 5 below. This arrangement presents a conflict of interest because the Firm can use Investment Programs with higher Platform Fees that will not affect the Firm’s annual investment management fee. This conflict is mitigated because the Firm does not receive any portion of the Platform Fees paid directly to Dynasty or 6  the service providers made available through its platform and therefore, the Firm is free to choose the Investment Program that best suits the clients’ needs. Dynasty and DWM offer an investment management platform (the “Platform” or the “TAMP") that is available to the advisers in the Dynasty Network, such as the Firm. Through the Platform, DWM and Dynasty collectively provide certain technology, administrative, operations and advisory support services that allow advisers to manage their own portfolios and access independent third-party managers that provide discretionary services in the form of traditional managed accounts and investment models. The Firm can allocate all or a portion of client assets among the different independent third-party managers via the Platform. The Firm may also use the model and/or overlay management feature of the TAMP by creating their own asset allocation model and underlying investments that comprise the model. Through the model management feature, advisers may be able to outsource the implementation of trade orders and periodic rebalancing of the model when needed. The Firm will maintain the direct contractual relationship with each client and obtain, through such agreements, the authority to engage independent third-party managers, DWM and/or Dynasty, as applicable, for services rendered through the Platform in service of such client. The Firm may delegate discretionary trading authority to DWM and/or independent third-party managers to effect investment and reinvestment of client assets with the ability to buy, sell or otherwise effect investment transactions and allocate client assets. If a client is participating in certain Investment Programs, DWM or the designated manager, as applicable, is also authorized without prior consultation of the Firm or the client to buy, sell, trade or allocate such client’s assets in accordance with the client’s designated portfolio and to deliver instructions to the designated broker-dealer and/or custodian of such client’s assets. In providing investment advice and portfolio management services to clients, the Firm acts as an investment adviser and fiduciary to and on behalf of each client and not as an agent of Dynasty or DWM. Stone Castle Stone Castle FICA Program. The Firm may recommend the FICA For Advisors cash management program (“FICA Program”) offered by StoneCastle Network, LLC (“StoneCastle”), an affiliate of StoneCastle Cash Management, LLC. The FICA Program is designed to protect client money by placing it in deposit accounts at banks, savings institutions and credit unions (collectively, “Insured Depositories”) in a manner that maintains full insurance of the funds by the Federal Deposit Insurance Corporation (“FDIC”) or National Credit Union Administration (“NCUA”), as is applicable. Clients who choose to participate in the FICA Program will have their funds deposited within StoneCastle’s network of Insured Depositories (“Deposit Network”). StoneCastle does not require a minimum deposit to open a FICA Program account. The Firm will assist clients in signing up for the FICA Program and facilitating the transfer of funds between the client’s like-named accounts. Conflict of Interest: The Firm may earn a fee, in addition to its advisory fee charged on client assets participating in the FICA Program, from StoneCastle, based upon client participation in the FICA Program. Assets Held Away We may leverage an order management system through Pontera, a third-party platform to facilitate the management of held away assets such as defined contribution plan participant accounts, to implement investment selection and rebalancing strategies on behalf of the client in held away accounts (i.e., accounts not directly held with our recommended custodian). These are primarily 401(k) accounts, HSAs, 403bs, 529 education savings plans, 457 plans, profit sharing plans, and other assets not custodied with our recommended custodian. We regularly review the available investment options in these accounts, monitor 7  them, and rebalance and implement our strategies in the same way we do other accounts, though using different tools as necessary. Affiliated Private Funds The Firm is affiliated with and the adviser to the Syntal Real Estate Fund, LLC Series 1, Syntal Real Estate Fund, LLC Series 2 and Syntal Real Estate Fund, LLC Series 3 (known as the “Eight 31 Financial, LLC Real Estate Funds”) and Wolfcamp Credit Fund I, LP, each a private investment fund (together the “Funds”), the complete description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the Funds’ offering documents. The Funds are closed to new investors and are not making new investments. The Funds were previously managed by another firm, of which Mr. Crunk was a principal, and investment in the Funds was recommend by the prior firm to certain clients. Certain clients of the prior firm are now clients of Eight 31 as well as investors in the Funds. The amount of assets invested in the Fund(s) is included as part of “assets under management” for purposes of the Firm calculating its investment advisory fee as described in Item 5 below. The Firm’s fees to clients are in addition to the Funds’ fees; that notwithstanding, the Firm waives its advisory fee for investments made by clients into the Funds. Private investment funds, including the Fund, generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents provided to each investor. Unlike liquid investments that a client may maintain, private investment funds do not provide daily liquidity or pricing. Because the Firm and/or its affiliates earn compensation from the Funds (both management fees and incentive compensation) that may exceed the fee that the Firm would earn under its standard asset-based fee schedule referenced in Item 5 below, this presents a conflict of interest with respect to investors in the Funds who are also separately-managed account clients of the Firm. Accordingly, the Firm waives its advisory fee for investments made by clients into the Funds, and investors in the Funds are responsible for the payment of management fees disclosed in the Funds’ offering documents. Client Assets Under Management As of December 31, 2024, Eight 31 manages $333,106,226 in discretionary assets and $161,158,755 in non- discretionary assets. ITEM 5: FEES AND COMPENSATION Fee Schedule The Firm charges investment advisory fees as a percentage of assets under management as follows: Annual Fee % Market Value of Portfolio Accounts valued $5,000,000 and below Up to 2.00% Accounts valued between $5,000,000 and $10,000,000 Up to 1.65% Accounts valued between $10,000,000 and $24,999,999 Up to 1.40% Up to 1.25% Accounts valued at $25,000,000 Negotiable Accounts valued in excess of $25,000,000 The Firm, in its discretion, may charge a lesser investment advisory fee, charge hourly or flat fees, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e., anticipated future earning capacity or additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, employees and family 8  members, courtesy accounts, competition, negotiations with client, etc.). As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. Fees may be waived for accounts of Firm employees and their relatives. Fees may also be waived for 529 or other similar college savings plan accounts. The Firm’s annual investment advisory fee is prorated and paid monthly, in arrears, based upon the market value of the account on the last business day of the previous month. Except as discussed above and for assets managed via the Pontera platform, which are subject to an annual minimum fee of $2,500, the Firm does not require any minimum annual fee for investment advisory services. Clients may elect to have the Firm’s advisory fees deducted from their custodial accounts. In the limited instances that the Firm bills the client directly, payment is due upon receipt of the Firm’s invoice. As discussed above, the Firm uses Dynasty’s TAMP services. Clients will be charged, separate from and in addition to their investment management fee, the TAMP fee; mutual fund and ETF fees imposed directly at the fund level (e.g., management fees and other fund expenses), and any applicable independent third-party manager fees. The Firm does not receive any portion of the fees paid directly to Dynasty or the service providers made available through its platform, including the independent third-party managers. The independent third-party manager fees are determined by the particular program(s) and manager(s) with which the client’s assets are invested and are calculated based upon a percentage of client assets under management, as applicable. Independent fixed income manager fees generally range from 0 - 0.90% annually, and independent equity manager fees generally range from 0.00% - 1.50% annually. Client will note the total fee reflected on their custodial statement will represent the sum of our investment management fee, Platform Fee(s), and independent third-party manager fee(s), accordingly. The client should review such statements to determine the total amount of fees associated with their requisite investments, and clients should review their investment management agreement with us to determine the investment management fee the client pays to us. If the Firm uses Dynasty’s TAMP, our annual fee with respect to TAMP assets is billed and payable on a pro-rata basis, quarterly in advance, based upon the market value of the assets being managed by the Firm on the last day of the previous quarter. Fee adjustments will be made for deposits and withdrawals in excess of $50,000 during the quarter. If the investment management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the management fee is payable in proportion to the number of days in the quarter for which you are a client. In the event the portfolio management agreement is terminated, the fee for the final billing period will be prorated through the effective date of termination, and the outstanding or unearned portion of the fee will be charged or refunded to you, as appropriate. Our management fee is negotiable, depending on individual client circumstances. Termination An advisory agreement with a client generally is open-ended with no specific termination date. Either a client or the Firm generally may terminate an investment advisory agreement at any time upon notice of such termination to the non-terminating party. Any unearned advisory fees that were prepaid by a client generally would be refunded to such client in connection with such termination (except as otherwise set forth in the advisory agreement). Consulting Services The Firm may provide consulting services (on investment and non–investment related matters) on a stand– alone fee basis. The Firm’s consulting fees are negotiable, and the Firm may be engaged on a fixed fee or 9  hourly basis, but its hourly fees generally range from $150 to $500, depending upon the level and scope of the services required and the professionals rendering the services. Brokerage Commissions, Custodial Fees and Other Fees Each client is generally responsible for and pays all brokerage commissions and other transaction costs. While Eight 31 does not have any formal soft dollar arrangements, it may receive research and brokerage services in connection with its overall economic relationship with broker-dealers, including non-trading and execution services. See “Item 12: Brokerage Practices” below for a discussion of Eight 31 soft dollar practices and a description of the factors that Eight 31 considers in selecting counterparties for the execution of transactions. Broker-dealers and custodians may charge brokerage commissions, margin interest, transaction fees, and other related costs on the purchases or sales of mutual funds, equities, bonds, options, and ETFs. Mutual funds, money market funds and ETFs also charge internal management fees, which are disclosed in the fund’s prospectus. The Firm does not receive any compensation from these fees. All of these fees are in addition to the management fee paid to the Firm. For more details on the brokerage practices, see Item 12 of this brochure. Assets Held Away For assets held at a custodian that is not directly accessible by our firm ("Held Away Accounts"), we may, but are not required to, manage these Held Away Accounts using the Pontera order management system that allows our firm to view and manage assets. Our annual fee for investment management services for held away accounts will follow our portfolio management fee schedule and termination instructions as noted above. Our advisory fees will not be deducted directly from the accounts managed through the Pontera. The client does not pay an additional fee for Pontera. Fees will be based upon your negotiated fee in accordance with our portfolio management fee schedule and your agreement. Clients will give written authorization to deduct the fee from an account managed by our Firm, in which case, the advisory fee would be deducted from the account each quarter. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements and invoices for accuracy. The annual fee for Held Away Accounts is 1.25% of the market value of the assets under management via the Pontera platform, subject to an annual minimum fee of $2,500. We pay 0.25% from our advisory fee to Pontera. Due to the use of Pontera, you will not pay our firm a higher advisory fee other than what is listed above. Fund Fees and Expenses The Firm and its affiliates generally are entitled to receive management fees and carried interest distributions (and reimbursement of expenses) from the Funds, which fees ultimately are borne by the applicable investors in such Funds. Information regarding the management fees and carried interest distributions applicable to each Fund is set forth in the applicable offering and governing documents of such Fund, and the information set forth below is qualified in its entirety by the information in the applicable offering and governing documents. Subject to the terms and conditions set forth in the applicable governing documents, each Fund generally is required to bear its allocable share of all fees, costs and expenses incurred in connection with the business, operations and activities of the Fund. The Firm or a general partner may be called upon to determine the allocation of expenses between or among one or more clients, the Firm, their affiliates and other persons. The Firm faces a conflict of interest in allocating certain expenses among a Fund, the Firm, their affiliates and/or other clients of the Firm. Clients will be reliant on the determinations and good faith of the Firm with regard to the allocation of expenses (including common expenses among the Funds, other clients, the Firm and/or affiliates thereof). Such 10  determinations are inherently subjective and give rise to conflicts of interest. For more information and details regarding such expense allocation conflict and issues relating thereto, please refer to the applicable offering and governing documents of each Fund. As limited partners of the underlying funds, the Funds bear their pro rata or allocable share of the fund expenses of the underlying funds, which are indirectly borne by the investors in such Funds In the event that the Firm references the Fund(s) owned by the client on any supplemental account reports, the values for the Fund(s) will generally reflect the most recent value provided by the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the Fund provides an updated valuation, then the statement will reflect that updated value. The updated value will continue to be reflected on the report until the Fund provides a further updated value. As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s Fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, the Firm shall calculate its fee based upon the latest value provided by the fund sponsor. If the Fund has invested in a third-party fund, the investment manager of that fund is responsible for determining the value of interests in that fund. The Firm will rely on values provided by the third-party fund’s manager. Compensation for the Sale of Securities or Other Investment Products Neither Eight 31 nor any of its supervised persons accept compensation for the sale of securities or other investment products. ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Affiliates of the Firm are entitled to receive carried interest distributions from the Funds, which generally are borne by the investors in such Funds. The Firm or affiliates thereof may also receive performance-based fees and compensation (including carried interest distributions) with respect to certain other clients in the future (including, without limitation, other affiliated pooled investment vehicles established or sponsored by the Firm or an affiliate thereof). Investors in a Fund are subject to additional fees (in the form of management fees and carried interest distributions) payable to the Firm and its affiliates by or with respect to such Fund (at the level of the Fund), which are in addition to (and separate and apart from) the wrap, asset-based, fixed, hourly advisory or other fees payable by such client pursuant to the advisory agreement between such client and the Firm. The Funds provide disclosures regarding material risk factors and conflicts of interest to all prospective investors, and each investor is responsible for determining whether or not to subscribe for interests in the Funds. In connection with a subscription for an interest in a Fund, each client was required to specifically acknowledge and agree to these and other conflicts of interest. In addition, to address these conflicts, the Funds provided up-front disclosures regarding such compensation conflicts of interest to prospective investors and clients in the offering and governing documents of each fund. Additionally, the Firm and its employees are mindful of the fiduciary duties owned to all advisory clients. ITEM 7: TYPES OF CLIENTS Eight 31 provides advisory services to clients which are generally individuals, individuals, high net worth individuals, the Funds, pension and profit-sharing plans, charitable organizations, and corporations or other businesses. Eight 31 has a specified minimum account size of $1,000,000, though this is subject to the Firm’s discretion. The Firm provides investment advisory, management and other services to the Funds. To invest in a Fund managed or sponsored by the Firm or an affiliate thereof, each investor generally is required to certify that it is, among other things, a “qualified purchaser” or, with respect to Wolfcamp Credit Fund I, LP, an “accredited investor” as such terms are defined under applicable U.S. securities laws. Although the Funds 11  are closed to new investors, in general, the minimum initial capital commitment for an investor in a Fund was $100,000 or, with respect to Wolfcamp Credit Fund I, LP, $500.000 or such lesser amounts accepted by the Funds’ general partners in their discretion. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Following is a summary of the investment strategies and risks involved in Eight 31’s investment activities. These risk factors are not a complete description of the risks associated with the Eight 31’s investment programs. Methods of Analysis and Investment Strategies To begin the investment advisory process, an investment adviser representative will first determine each client’s investment objectives and then invest client’s assets consistent with their investment objectives. Once invested, the Firm provides ongoing monitoring and review of account performance and asset allocation as compared to the client’s investment objectives and may periodically rebalance an account based upon these reviews. As appropriate in accordance with the client’s investment objectives, the Firm primarily invests or recommends that client invest in various independent investment managers, open-end mutual funds, ETFs, private funds, individual debt and equity securities, options, securities components of variable annuities and variable life insurance contracts. The Firm may use any combination of the following when analyzing securities or third-party managers: • Research o Public, private and proprietary information; o Reviewing third party fundamental and macro analysis; o Reviews of academic research papers; o Technical research o Formulating views and opinions around economic and geopolitical developments. • Strategy Development and Implementation Identify preferable investment space in the market; o o Focus on styles and market segments where the dispersion between managers is significant – hire active managers for these pieces; o Where the dispersion between managers is minimal, allocate funds to passive managers; o Proprietary strategies are also managed next to external managers; and, • Risk Management o Risk management is based upon the client’s risk tolerance, allocations, and rebalancing of the client’s portfolio. The Firm may utilize the following investment strategies when implementing investment advice given to clients: • Long-Term Purchases – securities purchased with the intention of being held for at least a year; • Short-Term Purchases – securities purchased with the intention of being sold within a year; • Trading – securities purchased with the intention of being sold within thirty days; and • Derivatives – the use of swaps, forwards, futures, options on futures and other options Investment Risks All investment programs have certain risks that are borne by the investor. There can be no assurance that 12  client portfolios will achieve their investment objectives or that investments will be successful. Past performance is not a guarantee of future returns. The Firm’s investment approach constantly keeps the risk of loss in mind. Investing in securities involves risk of loss that clients should be prepared to bear. Investors face the following material investment risks and should discuss these risks with Eight 31: • General Economic and Market Conditions: The success of a client portfolio’s activities will be affected by general economic and market conditions, such as changes in interest rates, availability of credit and debt-related issues, inflation rates, economic uncertainty, market volatility, changes in laws (including laws relating to taxation investments), trade barriers, sanctions, unemployment rates, release of economic data, currency exchange controls and national and international political circumstances (including wars, terrorist acts, natural disasters or security operations). These factors may affect the level and volatility of securities prices and the liquidity of portfolio investments. Volatility and/or illiquidity could impair profitability or result in losses. Portfolios could incur material losses even if Eight 31 reacts quickly to difficult market and economic conditions, and there can be no assurance that portfolios will not suffer material losses and other adverse effects from broad and rapid changes in economic and market conditions in the future. Investors should realize that markets for the financial instruments in which portfolios seek to invest can correlate strongly with each other at times or in ways that are difficult for Eight 31 to predict. Even a well- analyzed approach may not protect portfolios from significant losses under certain market conditions. • Market Risk: The prices of securities in which clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by a fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; currency, interest rate and commodity price fluctuations, supply chain disruptions, sanctions, and trade barriers. Investors should have a long-term perspective and be able to tolerate potentially sharp declines in market value. The recent conflict between Ukraine and Russia, and the sanctions recently adopted by the United States, the European Union and other countries present significant economic, market and other risks. • • • Non-U.S. Trade Policy: If the U.S. federal government continues to make significant changes in U.S. trade policy, including imposing tariffs on certain goods and raw materials imported into the U.S., such actions may trigger retaliatory actions by the affected countries, resulting in “trade wars,” which may cause increased costs for goods and raw materials imported into the U.S., or in trading partners limiting their trade with businesses in the U.S., either of which may have material adverse effects on U.S. companies and industries, including real-estate developers and real-estate assets in which the Eight 31 Financial, LLC Real Estate Funds invest. Such “trade wars” may cause significant losses for Funds’ portfolios. Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Inflation Risk: When any type of inflation is present, a dollar today will buy more than a dollar next year, because purchasing power is eroding at the rate of inflation. • Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. • Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of 13  profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • Management Risk: The Firm’s investment approach may fail to produce the intended results. If the Firm’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the client’s portfolio may suffer. lower • Equity Risk: Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the client’s overall portfolio. Small- and mid-cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies. • • Fixed Income Risk: The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities held by a fund is likely to decrease. A nominal interest rate is the sum of a real interest rate and an expected inflation rate. Investment Companies Risk: When a client invests in open end mutual funds or ETFs, the client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Firm has no control over the risks taken by the underlying funds in which client invests. • REIT Risk: To the extent that a client invests in real estate investment trusts (“REITs”), it is subject to risks generally associated with investing in real estate, such as (i) possible declines in the value of real estate, (ii) adverse general and local economic conditions, (iii) possible lack of availability of mortgage funds, (iv) changes in interest rates, and (v) environmental problems. In addition, REITs are subject to certain other risks related specifically to their structure and focus such as: dependency upon management skills; limited diversification; the risks of locating and managing financing for projects; heavy cash flow dependency; possible default by borrowers; the costs and potential losses of self-liquidation of one or more holdings; the possibility of failing to maintain exemptions from securities registration; and, in many cases, relatively small market capitalization, which may result in less market liquidity and greater price volatility. • Derivatives Risk: Funds in a client’s portfolio may use derivative instruments. The value of these derivative instruments derives from the value of an underlying asset, currency or index. Investments by a fund in such underlying funds may involve the risk that the value of the underlying fund’s derivatives may rise or fall more rapidly than other investments, and the risk that an underlying fund may lose more than the amount that it invested in the derivative instrument in the first place. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses. • Foreign Securities Risk: Client portfolios and funds in which clients invest may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency 14  devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility. To the extent that underlying funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies. • Long-term purchases: Long-term investments are those vehicles purchased with the intension of being held for more than one year. Typically, the expectation of the investment is to increase in value so that it can eventually be sold for a profit. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the fluctuations in the financial markets that can cause investments to lose value. • Short-term purchases: Short-term investments are typically held for one year or less. Generally, there is not a high expectation for a return or an increase in value. Typically, short-term investments are purchased for the relatively greater degree of principal protection they are designed to provide. Short-term investment vehicles may be subject to purchasing power risk — the risk that your investment’s return will not keep up with inflation. • Trading risk: Investing involves risk, including possible loss of principal. There is no assurance that the investment objective of any fund or investment will be achieved. • Options Trading: The risks involved with trading options are that they are very time sensitive investments. An options contract is generally a few months. The buyer of an option could lose his or her entire investment even with a correct prediction about the direction and magnitude of a particular price change if the price change does not occur in the relevant time period (i.e., before the option expires). Additionally, options are less tangible than some other investments. An option is a “book-entry” only investment without a paper certificate of ownership. • Trading on Margin: In a cash account, the risk is limited to the amount of money that has been invested. In a margin account, risk includes the amount of money invested plus the amount that has been loaned. As market conditions fluctuate, the value of marginable securities will also fluctuate, causing a change in the overall account balance and debt ratio. As a result, if the value of the securities held in a margin account depreciates, the client will be required to deposit additional cash or make full payment of the margin loan to bring account back up to maintenance levels. Clients who cannot comply with such a margin call may be sold out or bought in by the brokerage firm. • Leveraged Risk: The risks involved with using leverage may include compounding of returns (this works both ways – positive and negative), possible reset periods, volatility, use of derivatives, active trading and high expenses. • Private Equity/Placement Risk: Because offerings are exempt from registration requirements, no regulator has reviewed the offerings to make sure the risks associated with the investment and all material facts about the entity raising money are adequately disclosed. Securities offered through private placements are generally illiquid, meaning there are limited opportunities to resell the security. Risk of the underlying investment may be significantly higher than publicly traded investments. • Sub-Advisers: The risks associated with utilizing Sub-Advises include manager risk, where a Sub- Adviser fails to execute the stated investment strategy, and business risk, where a Sub-Adviser has financial or regulatory problems. • Limited Diversification and Risk Management Failures: Though we generally attempt to help our clients diversify their position, sector, and geographic exposures, at any given time our clients’ portfolios may not be diversified to any material extent, and, as a result, our clients could experience significant losses if general economic conditions, and, in particular, those relevant to the issuers whose securities are owned by our clients, decline. In addition, clients could become significantly concentrated in a limited number of issuers, types of financial instruments, industries, strategies, countries or geographic regions, and any such concentration of risk may increase losses suffered 15  by such clients. This limited diversity could expose certain clients to losses disproportionate to market movements in general. Although we attempt to help our clients identify, monitor and manage significant risks, these efforts do not take all risks into account, and there can be no assurance that, these efforts will be effective. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. Any inadequacy or failure in our risk management efforts could result in material losses for our clients. • Reliance on Management of the Underlying Funds and Managers: Each Fund generally is organized to invest substantially all of the net proceeds raised in the offering of interests to acquire limited partnership or other interests in pooled investment vehicles managed or sponsored by third-party investment managers, and such Funds will not invest the net proceeds raised in the offering in any other material investments (other than temporary investments). A consequence of this limited number of investments (or exposure to a single investment) is that the aggregate returns realized by investors may be substantially adversely affected by the unfavorable performance of a single investment or a small subset of investments. The Funds do not have fixed guidelines for diversification. Although the Firm generally expects to monitor the activities and performance of underlying funds (to the extent applicable), the Firm relies substantially and predominantly upon underlying funds, managers and their personnel to manage and operate the underlying funds and their investments on a day-to-day basis. If the underlying managers are unable to attract and retain a qualified, competent and effective management team, the business, financial condition and prospects of the underlying funds and the value of the underlying funds’ investments (or a client’s investment in the underlying funds) could be materially adversely affected. • Valuation of Portfolio Investments: From time to time, special situations affecting the valuation of the investments (such as limited liquidity, unavailability or unreliability of third-party pricing information and acts or omissions of service providers to the Funds) could have an impact on the value of a client's investment, particularly if prior judgments as to the appropriate valuation of an investment should later prove to be incorrect after a net asset value-related calculation or transaction is completed. Generally, the Firm is not required to make retroactive adjustments to prior subscription or withdrawal transactions, management fees or performance allocations based on subsequent valuation data. In addition, the Firm may, but is not required to, discount the value of its positions due to limited liquidity, concentration levels or for other reasons. Due to the nature of its investments, the Firm may not be able to place a precise value on positions and therefore may need to estimate values. • Cyber Security Breaches and Identity Theft: The Firm’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Firm has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Firm may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Firm’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors. Such a failure could harm the Firm’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. • Risks of Artificial Intelligence (“AI”): The Firm and its affiliates, clients, issuers of securities in which the clients invest, and service providers may utilize AI and machine learning technologies in various operational aspects, including to summarize investment research findings. Generally, the Firm may use AI as a search tool on internal data, rather than for making trading or investment decisions. AI and machine learning rely on large datasets, which may contain inaccuracies or omissions, potentially affecting their effectiveness. The rapid evolution of these technologies makes it difficult to predict future risks. Additionally, third-party service providers and counterparties may use AI in 16  ways that introduce cybersecurity and privacy risks, including the potential for sophisticated AI- driven cyberattacks. The Firm will not be in a position to control the use of AI or machine learning technology in third-party products or services. • Epidemics, Pandemics, and Public Health Issues: The Firm’s business activities, operations and client investments could be adversely affected by the outbreaks of epidemics and pandemics. A recurrence of an outbreak of any kind of epidemic, communicable disease or virus or major public health issue could cause a slowdown in the levels of economic activity generally, which would adversely affect the business, financial condition and operations of the Firm. Should these or other major public health issues, including pandemics, arise or spread farther, the Adviser could be adversely affected by more stringent travel restrictions, additional limitations on the Firm’s operations or business and governmental actions limiting the movement of people between regions and other activities or operations. • Force Majeure & Catastrophic Risks: The Firm may be subject to operational risk from unforeseeable and uncontrollable catastrophic events, including fires, floods, earthquakes, adverse weather conditions and related power outages, water shortages or other damage caused by such events, changes in law, eminent domain, wars, riots, terrorist attacks, and other similar risks, which may be uninsurable or insurable at rates that the Firm deems uneconomic. These events could result in loss and litigation, among other potentially detrimental effects. In February 2022, armed conflict escalated between Russia, and Ukraine and Russia invaded Ukraine. In response to Russia’s invasion of Ukraine, the United States, the European Union and various other countries announced, and continue to announce and expand, sanctions against or targeting Russia and various important Russian people and companies. These sanctions currently include, among others, restrictions or bans on selling or importing goods, services or technology in or from Russia, bans on Russian energy imports, and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider or more significant sanctions and take other actions against Russia or its interests should the conflict further escalate or deteriorate. The Ukraine-Russian conflict has led to, and may continue to lead to, significant political, geopolitical, economic and market turmoil and volatility, including dramatic increases in oil and gas prices and further supply chain disruptions. It is not possible to predict the broader consequences of this conflict or the sanctions imposed or applied as a result thereof, which could include further sanctions, embargoes, regional instability, geopolitical shifts, conflicts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could impact clients or the Firm’s business, financial condition and results of operations. • Disruption in the Financial Services Industry: The Firm’s ability to make and consummate investments and engage in other activities and transactions could be adversely affected by the actions and stability of banks and other financial institutions. Banks and financial institutions are interrelated as a result of trading, clearing, counterparty and various other relationships. As a result, defaults or failures by, or even rumors or questions about or regarding, one of more banks or financial institutions, or the industry generally, have historically led to market-wide liquidity and other problems. Losses of depositor, creditor and counterparty confidence could lead to losses or defaults by clients and their investments and other banks and financial institutions (including banks and financial institutions that clients and their investments deal or interact with). There is no guarantee that the Department of Treasury, Federal Deposit Insurance Corporation, Securities Investor Protection Corporation and/or the Federal Reserve will provide access to uninsured funds in the future in the event of the closure of other financial institutions (or do so in a timely fashion), and it is uncertain whether these steps by the government will be sufficient to calm the financial markets, reduce the risk of significant depositor withdrawals at other institutions and thereby reduce the risk of additional bank failures. THE PRECEDING DISCLOSURE REGARDING RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OR EXPLANATION OF THE RISKS ASSOCIATED WITH AN 17  INVESTMENT THROUGH EIGHT 31. SUBSTANTIAL ADDITIONAL RISKS MAY BE PRESENT IN CONNECTION WITH AN INVESTMENT THROUGH EIGHT 31. AN INVESTMENT THROUGH EIGHT 31 COULD RESULT IN A COMPLETE AND TOTAL LOSS. ITEM 9: DISCIPLINARY INFORMATION There are no legal or disciplinary events to report regarding Eight 31 or any of its directors, executive officers, or principals regarding any criminal or civil actions in a domestic, foreign, or military court. Neither Eight 31 nor any of its directors, executive officers, or principals has been involved in any administrative proceedings before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority. Neither Eight 31 nor any of its directors, executive officers, or principals has been involved in any self- regulatory organization proceedings. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Affiliated Entities Eight 31 Capital, LLC is a multi-family office owned and controlled by Mr. Crunk. Clients of Eight 31 Capital, LLC may become clients of Eight 31. That notwithstanding, the Firm’s fiduciary duty is with respect to its clients, and any investment recommendations made to the Firm’s clients are based on the clients’ unique situations including individual investment goals, time horizons, objectives, and risk tolerance, among other factors. Eight 31 will devote the time to its clients’ affairs as is consistent with achieving their investment objectives. However, except as otherwise provided in agreements with clients, Eight 31 and any of its affiliates may engage in any activity permitted by applicable law. Affiliated General Partner The Firm or certain of the Firm’s affiliates serve or act (and may in the future act) as general partners of the Funds. E31Wolfcamp GP, LP serves as general partner with respect to Wolfcamp Credit Fund I, LP. The general partner of each Fund is entitled to receive carried interest distributions payable with respect to the Fund. Pursuant to an investment management agreement, each Fund engages, appoints and retains the Firm as investment manager in respect of such Fund. With respect to Wolfcamp Credit Fund I, LP, the general partner of the Fund has delegated exclusive investment management authority with respect to the Fund to the Firm. As disclosed herein, certain of the Firm’s clients have invested in the Funds. Other Entities Dynasty As described in Item 4 above, Eight 31 maintains a business relationship with Dynasty. Dynasty offers operational and back-office core service support including access to a network of service providers. Through the Dynasty network of service providers, Eight 31 may receive preferred pricing on trading technology, transition support, reporting, custody, brokerage, compliance, and other related consulting services. To the extent that Eight 31 utilizes Dynasty’s services, of which some services will be provided by DWM, a wholly-owned SEC registered investment adviser subsidiary, this relationship may potentially present 18  certain conflicts of interest due to the fact that Dynasty is paid by Eight 31 or its clients for the services referenced above. In light of the foregoing, Eight 31 seeks at all times to ensure that any material conflicts are addressed on a fully-disclosed basis and handled in a manner that is aligned with its clients’ best interests. Eight 31 does not receive any portion of the fees paid directly to Dynasty, its affiliates or the service providers made available through Dynasty’s platform. In addition, Eight 31 reviews such relationships, including the service providers engaged through Dynasty, on a periodic basis in an effort to ensure clients are receiving competitive rates in relation to the quality and scope of the services provided. Stone Castle The Firm and its representatives may refer clients to invest in a high-yield federally insured cash account operated by Stone Castle Cash Management, LLC. The Firm may receive compensation for client participation in this product, such as an advisory fee or a percentage of the yield associated with this product. A recommendation by the Firm that a client participate in this product presents a conflict of interest, as the receipt of related compensation may provide an incentive to recommend the product based on such compensation, rather than on a particular client’s need. The client is not under any obligation to purchase this or any product(s) or services recommended by the Firm or its representatives. Clients are reminded that they may purchase or select other potentially similar products or services recommended by the Firm through parties from which the Firm does not stand to receive any additional benefit or compensation. Other Activities Eight 31 employees are generally expected to devote their full professional time and efforts to the business of Eight 31 and its affiliates and avoid activities that could present actual or perceived conflicts of interest. Eight 31’s employees may from time-to-time serve on boards or committees or have other outside activities that are unrelated to Eight 31’s business activities. Eight 31’s employees must generally disclose all pre- existing outside activities and obtain prior approval for new outside activities. Please refer to Item 11 – Code of Ethics for a further discussion on potential conflicts of interest. Other Registrations Neither Eight 31 nor any of its affiliates or related persons is registered, or has an application pending to register, as a securities broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator or commodity trading advisor. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING In performing its advisory services, Eight 31 may give advice and take action with respect to any of its client accounts that may differ from actions taken by Eight 31 on behalf of other clients accounts. Client accounts may invest in the same investments as other client accounts consistent with the terms of each client’s advisory agreement. Eight 31 has implemented policies and procedures relating to personal securities transactions and insider trading that are designed to identify potential conflicts of interest, to prevent or mitigate actual conflicts of interest and to resolve conflicts appropriately, if they do occur. Code of Ethics The Firm and its supervised persons have committed to a Code of Ethics (the “Code”), the purpose which is to set forth standards of conduct expected of supervised persons and addresses conflicts that may arise. The Code defines acceptable behavior for supervised persons of the Firm. The Code reflects the Firm’s and its supervised persons’ responsibility to act in the best interest of their clients. The Code applies to “access” 19  persons. “Access” persons are supervised persons who have access to non-public information regarding any clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to clients, or who have access to such recommendations that are non-public. The Code addresses supervised persons’ buying or selling securities for their personal accounts and how to mitigate any conflict of interest with clients. The Firm does not allow any supervised persons to use non- public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our clients. The Firm’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other supervised person, officer or director of the Firm may recommend any transaction in a security or its derivative to advisory clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. The Firm’s Code is based on the guiding principle that the interests of the client are its top priority. The Firm has a fiduciary duty to its clients and must diligently perform that duty to maintain the complete trust and confidence of such clients. When a conflict arises, the Firm has an obligation to put the client’s interests over the interests of either supervised persons or the company. The Firm will provide a copy of the Code of Ethics to any client or prospective client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Except for the Firm’s affiliate private funds, neither the Firm nor any related person of Firm recommends, buys, or sells for client accounts, securities in which the Firm or any related person of the Firm has a material financial interest. However, the affiliated private funds may allow the Firm and associated persons to earn compensation in excess of what they stand to earn under a separately-managed account as a result of incentive allocations. For a complete description about the incentive allocation, please see the discussion in Item 6 (Performance Based Fees and Side-By-Side Management) and each fund’s partnership agreement and private placement memorandum. Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest The Firm and its supervised persons may buy or sell securities that are also held by clients. In order to mitigate conflicts of interest such as trading ahead of client transactions, access persons are required to disclose all reportable securities transactions as well as provide the Firm with copies of their brokerage statements or other documentation of reportable securities holdings and activity. The Firm conducts personal trading reviews to ensure that the personal trading of access persons does not affect the markets and that clients of the Firm receive preferential treatment over associated persons’ transactions. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest The Firm does not maintain a Firm proprietary trading account and does not have a material financial interest in any securities being recommended. However, supervised persons may buy or sell securities at the same time they buy or sell securities for clients. In order to mitigate conflicts of interest such as front running, supervised persons are required to disclose all reportable securities transactions as well as provide the Firm with copies of their brokerage statements or other documentation of reportable securities holdings and activity. 20  Principal & Affiliate Transactions Neither Eight 31 nor any Eight 31 affiliate may engage in any principal transaction with a client unless it complies with applicable law and relevant policies and procedures. Eight 31 generally does not currently engage in principal transactions with clients and does not expect to engage in any principal transactions with clients in the future. ITEM 12: BROKERAGE PRACTICES Selecting Brokerage Firms Eight 31 may be authorized by clients to determine the broker or dealer to be used for each securities transaction for its client portfolios. In selecting brokers or dealers to execute transactions, Eight 31 need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not Eight 31’s practice to negotiate “execution only” commission rates, thus the client portfolios may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. Although Eight 31 will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable by the Firm and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of these products or services and the determination of the appropriate allocation in the case of “mixed use” products or services create a potential conflict of interest between Eight 31 and Investors. The Firm generally recommends that investment advisory accounts be maintained at Pershing. Prior to engaging Firm to provide investment advisory services, the client will generally be required to enter into a formal wrap fee agreement with Firm setting forth the terms and conditions under which Firm shall manage the client’s assets, and a separate custodial/clearing agreement with each designated broker– dealer/custodian. Factors that Firm considers in recommending Pershing (or any other broker- dealer/custodian to clients) include historical relationship with Firm, financial strength, reputation, execution capabilities, pricing, research, and service. Broker-dealers can charge transaction fees for effecting certain securities transactions (See Item 4 above). To the extent that a transaction fee will be payable by the client, the transaction fee shall be in addition to Firm’s investment advisory fee referenced in Item 5 above. For wrap accounts, the Firm has fee schedules with Pershing that provide for either transaction-based or asset-based pricing. Under these arrangements, the Firm can make as many transactions as it deems necessary for the client’s accounts. Advisory clients who choose to engage the Firm on a wrap–fee basis will not incur transaction fees and commissions in addition to the Firm’s wrap–fee. However, all client accounts may invest in mutual funds (including money market funds) and ETFs that have various internal fees and expenses (i.e., management fees), which are paid by these funds but ultimately borne by clients as a fund shareholder. These internal fees and expenses are in addition to the fees charged by the Firm. Because wrap program transaction fees and/or commissions are being paid by Firm to the account custodian/broker- dealer, the Firm could have an economic incentive to maximize its compensation by seeking to minimize the number of trades in the client's account. See separate Wrap Fee Program Brochure. Best Execution In placing orders for the purchase and sale of securities, Eight 31 seeks best execution, which includes both commissions and execution prices as well as other non-quantitative factors including but not limited to execution capabilities, financial responsibility, and responsiveness to the adviser. Orders are placed with brokers or dealers which Eight 31 believes to be reasonable and provide effective execution of portfolio 21  orders under conditions most favorable to the portfolios. Soft Dollar Practices Section 28(e) of the Exchange Act is a “safe harbor” that permits an adviser to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics, trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. The Firm receives and may receive from Pershing (and potentially other broker-dealers, custodians, investment platforms, unaffiliated investment managers, vendors, or fund sponsors) free or discounted support services and products. Certain of these products and services assist the Firm to better monitor and service client accounts maintained at these institutions. The support services that the Firm obtains can include investment-related research; pricing information and market data; compliance or practice management-related publications; discounted or free attendance at conferences, educational or social events; or other products used by the Firm to further its investment management business operations. Benefits provided by Pershing are enumerated under Pershing – Eligible Transition, Marketing and Technology Services below. Certain of the support services or products received are of value and benefit to the Firm and may assist the Firm in managing and administering client accounts. Others do not directly provide this assistance, but rather assist the Firm to manage and further develop its business enterprise. The Firm’s clients do not pay more for investment transactions effected or assets maintained at Pershing or other broker-dealers and custodians because of these arrangements. There is no corresponding commitment made by the Firm to any broker-dealer or custodian or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products because of the above arrangements. Pershing – Eligible Transition, Marketing and Technology Services Internal/ external resources to complete client paperwork (e.g., temp/admin assistance); • Termination fees to legacy provider; • Postage / Express Mail for account on-boarding client packages, etc.; • • Training for the advisory Firm’s employees and/or end clients; • Technology set-up/integration installation related to advisory Firm’s transition; • Software required to connect to Pershing Advisor Solutions LLC systems (customer relationship management (CRM)/Portfolio Management, NetX360, etc.); • Order entry management software or systems; • Transaction monitoring; • Portfolio review; • Website creation, development, updates; 22  • Marketing materials, collateral, communications; • Client appreciation events; • Client education events; and, • Recruiter fees. Eight 31 does not have any formal soft dollar arrangements or agreements with broker-dealers. Eight 31 may receive research and brokerage services in connection with its overall economic relationship with broker-dealers, including non-trading and execution services, rather than in connection with specific commissions generated. Eight 31’s broker-dealers do not accrue soft dollar credits according to Eight 31’s brokerage transactions with the broker-dealers. Further, Eight 31 does not receive any mixed-use soft dollar items as it does not receive any items from broker-dealers that are used for any purpose other than Eight 31’s investment management decision-making process. Accordingly, Eight 31’s receipt of research and services from broker-dealers is consistent with the Section 28(e) safe harbor. While Eight 31 has not received any mixed-use services to date, Eight 31’s Best Execution Procedures require that in the event Eight 31 receives any mixed-use services in the future, it should take reasonable steps to allocate the cost of such mixed-use service between itself and its clients. Although Eight 31 does not have any formal soft dollar arrangements or agreements with broker-dealers, Eight 31’s practice of receiving research and brokerage services in connection with its overall economic relationship with broker-dealers, including non-trading and execution services, creates conflicts of interest. The products or services acquired may not be exclusively for the benefit of client portfolios that traded with the broker-dealer and that may primarily or exclusively benefit Eight 31. If Eight 31 can acquire these products and services without expensing its own resources (including management fees paid by clients), it would tend to increase Eight 31’ profitability. Furthermore, Eight 31 may have an incentive to select or recommend brokers based on its interest in receiving research or other products or services, rather than on client portfolios’ interest in receiving most favorable execution. Eight 31 may cause client portfolios to pay commissions (or markups or markdowns) higher than those charged by other brokers in return for those benefits. During the last fiscal year, did not receive any soft dollar benefits. Directed Brokerage We may allow clients to direct brokerage to a specific broker-dealer. In such cases, we may be unable to achieve the most favorable execution of client transactions as client directed brokerage may cost clients more money. For example, in a directed brokerage account, the client may pay higher brokerage commissions because we may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices or account services. Order Aggregation and Allocation of Investment Opportunities Eight 31 generally seeks to execute orders for client portfolios on an equitable basis. While not required, Eight 31 may aggregate client orders to achieve more efficient execution or to provide for equitable treatment among client portfolios. Client portfolios participating in aggregated trades will be allocated securities based on the average price achieved for these trades. Similarly, if an order on behalf of a client portfolio cannot be fully executed under prevailing market conditions, Eight 31 allocates the trade among the portfolios on a basis that it considers equitable. ITEM 13: REVIEW OF ACCOUNTS Schedule for Periodic Review of Client Accounts and Advisory Persons Involved Account reviews are performed at least annually by the Firm’s principal or other investment adviser 23  representative. Account reviews are performed more frequently when market conditions dictate. Reviews of client accounts include, but are not limited to, a review of client documented risk tolerance, adherence to account objectives, investment time horizon, and suitability criteria, reviewing target bans of each asset class to identify if there is an opportunity for rebalancing, and reviewing accounts for tax loss harvesting opportunities. Review of Client Accounts on Non-Periodic Basis Other conditions that may trigger a review of clients’ accounts are changes in the tax laws, new investment information, and changes in a client's own situation. Content of Client Provided Reports and Frequency Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by client custodians. Clients receive confirmations of each transaction in their accounts from the custodians. Performance reports will be provided by the Firm upon request to clients with assets under management, exclusive of assets held away from the custodial account. Reporting With Respect to Funds In addition to the reviews described above, which also encompass the Funds, the Firm or an affiliate, via the Funds’ administrator, provides investors in such Funds with periodic account statements, annual financial statements audited by the independent public accounting firm of such Funds, Schedules K-1 and other tax information and reports reasonably requested by investors from time to time. The Firm or an affiliate may from time to time provide or furnish other reports, statements, information and notices to investors in a Fund. In response to questions and requests in connection with due diligence meetings and other communications and interactions, the Firm provides (or may in the future provide) additional information, documents, reports and statements to certain investors in a Fund that is not distributed or otherwise made available to other investors generally. Such investors may make investment decisions with respect to their investments in the Funds based upon such information. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Clients and prospective clients should review Item 12.A.1 above for a discussion on the economic benefits that the Firm receives from Pershing. Eight 31 currently does not receive any other economic benefit from any person for providing investment advisory services to clients. Eight 31 currently does not compensate any third party for client or investor referrals. ITEM 15: CUSTODY All client assets are held at qualified custodians. Custodians provide account statements directly to clients at their address of record at least quarterly. Clients are urged to compare the account statements received directly from their custodians to any documentation or reports prepared by the Firm. The Firm is deemed to have limited custody solely because advisory fees are directly deducted from client’s accounts by the custodian on behalf of the Firm. • The Adviser has custody of the funds and securities solely as a consequence of its authority to make withdrawals from client accounts to pay its advisory fee. • The Adviser has written authorization from the client to deduct advisory fees from the account held with the qualified custodian. With respect to each Fund, the Firm is generally deemed to have custody of such Fund’s cash and securities for purposes of Rule 206(4)-2 under the Advisers Act. It is expected that most of the holdings of the Funds will be “privately offered securities” as defined in Rule 206(4)-2, which generally are not required to be 24  maintained with a qualified custodian. With respect to any cash or securities (other than privately offered securities) of a Fund, they generally will be held or maintained with one or more qualified custodians selected by the general partner of such Fund from time to time (to the extent required by Rule 206(4)-2). In accordance with Rule 206(4)-2, the Firm or an affiliate (i) engages an independent public accounting firm registered with and subject to inspection by the Public Company Accounting Oversight Board to conduct an audit of the financial statements of each Fund for each fiscal year and (ii) distributes or provides or furnishes copies of such audited financial statements (prepared in accordance with generally accepted accounting principles) to all investors within 180 days after the end of the fiscal year, but there can be no assurance that the Firm will be successful in this regard. Qualified custodians do not provide account statements directly to investors. The Firm generally expects that the underlying funds owned by the Funds will be subject to annual audits by independent public accounting firms. ITEM 16: INVESTMENT DISCRETION Clients may engage Eight 31 to provide investment advisory services on a discretionary basis. As such, the Firm would have the authority to determine, without obtaining specific client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. The Firm allows clients to place certain restrictions, as outlined in the client’s investment policy statement or similar document. These restrictions must be provided to the Firm in writing. Subject to the applicable governing and offering documents (including the restrictions and limitations), the Firm generally has discretionary power and authority over the investments to be bought or sold, as well as the amount to be bought or sold, on behalf of the Funds. While the Funds generally invest in securities that are not publicly traded and thus do not involve the use of any broker, the Firm technically will have the authority to determine the broker-dealer or other counterparty to be used by a Fund and the negotiation of commission rates and other consideration to be paid by a Fund (to the extent applicable). The investment objectives and restrictions applicable to the Funds are set forth in the applicable offering and governing documents. Investors in the Funds generally do not have authority to impose any restrictions upon the Firm’s discretionary authority. Each investor in a Fund typically grants the general partner of such Fund (or any affiliate or agent thereof) a limited power of attorney to enable the general partner to execute the applicable partnership agreement on its behalf. The Firm has a limited power of attorney to conduct authorized trading or investment activities on behalf of the Funds. ITEM 17: VOTING CLIENT SECURITIES The Firm does not vote proxies on securities. Clients are expected to vote their own proxies. The client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, the Firm will provide recommendations to the client. If a conflict of interest exists, it will be disclosed to the client. The Firm typically does have voting authority with respect to securities that are owned directly by the Funds (including the authority to vote on behalf of the Fund with respect to the underlying funds). Underlying managers of underlying third-party pooled investment vehicles have voting authority with respect to any securities owned or held by such underlying funds. 25  ITEM 18: FINANCIAL INFORMATION A balance sheet is not required to be provided because the Firm does not serve as a custodian for client funds or securities and does not require prepayment of fees of more than $1,200 per client and six months or more in advance. The Firm has no condition that is reasonably likely to impair its ability to meet contractual commitments to clients. The Firm has not had any bankruptcy petitions in the last ten years. 26