ELLEVEST, INC.

Ellevest, Inc. d/b/a: Ellevest 228 Park Avenue S PMB 94934 New York, NY 10003-1502 Telephone: 844-355-7100 www.ellevest.com March 31, 2025 FORM ADV PART 2A INVESTMENT ADVISORY BROCHURE This investment advisory brochure provides information about the qualifications and business practices of Ellevest, Inc. (“Ellevest” or the “Firm”), a registered investment adviser. Registration does not imply a certain level of skill or training. If you have any questions about the contents of this Brochure, please contact us at support@ellevest.com or 844-355-7100. 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 Ellevest also is available on the SEC’s website at www.adviserinfo.sec.gov 1  Item 2 Summary of Material Changes The following material changes have been made to the Brochure since the other-than-annual amendment update in December 2024: ● Items 4 and 7 have been updated to disclose that Ellevest’s wrap fee program is closed to new investors. Because the wrap fee program is closed to new investors, Ellevest is no longer compensating any person or entity for client referrals. The disclosure relating to client referral compensation has been removed from Item 14. ● Language updates for further clarity and detail. Other changes have been made to this Brochure, some of which enhance existing disclosures, although do not consider such changes to be material. 2  Item 3 Table of Contents Item 2 Summary of Material Changes Item 3 Table of Contents 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 9 Disciplinary Information 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 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Additional Information 2 3 4 9 13 13 13 17 17 17 18 21 21 21 21 21 22 22 3  Item 4 Advisory Business Ellevest, Inc. (“Ellevest”) is a Securities and Exchange Commission (“SEC”) registered investment adviser dedicated to helping women plan for and invest to close the gender investment gap. Founded in November 2014, the Firm is led by CEO Dr. Sylvia Kwan. This Brochure primarily describes the Private Wealth Management and Personal Wealth Management advisory services the Firm offers, as well as certain advisory and sub-advisory services. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Ellevest and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Investors seeking advice through our digital advisory offering should refer to our Form ADV, Part 2A Appendix 1 (Wrap Fee Brochure) for a description of such services. Investment Services Ellevest offers fee-based discretionary investment advisory management services tailored to the unique needs of women. Ellevest’s Private Wealth Management advisory services are provided to higher net worth individual investors, trusts, foundations and other institutional investors. Ellevest’s Personal Wealth Management advisory services are provided to individual investors seeking portfolio management and financial planning services. Ellevest specializes in managing client assets while seeking to reduce fees, current taxes, and investment risk through diversification. Ellevest does not engage in market timing, make active bets on certain asset or sector classes, or time the selection of individual securities for the purpose of pursuing excess returns. To participate in Ellevest’s Private Wealth Management or Personal Wealth Management investment advisory services, clients will provide information on their financial goals, ability to take on risk, investment time horizon, liquidity needs and other relevant information. Based on the information provided by the client, Ellevest’s Chief Investment Officer and Financial Advisors or their designees will work together to create an investment plan considering the client’s needs and objectives. A client that elects to implement Ellevest’s recommended investment plan will have her assets managed on a discretionary basis, subject to any limitations imposed by the client. Ellevest will make investment selections from a wide range of investments, including, but not limited to, common and preferred stocks, bonds, municipal securities, government securities, cash and cash equivalents, mutual funds, exchange-traded funds (“ETFs”), unit investment trusts, hedge funds, private non-traded funds and investment vehicles and alternative investment products or investment options which may have liquidity restrictions and limitations. The alternative products are only available to Ellevest Private Wealth Management clients, and will vary as to type, objective and risk. Thus, the investor should review the offering documents or other disclosure information carefully before an investment is made. These alternative products are typically available to investors who meet minimum net worth requirements and who can afford to make a substantial minimum investment. The investments vary as to when interests can be liquidated thus are intended as long-term purchases. In the future, Ellevest may also offer non-discretionary investment services. Sub-Advisory Services As part of our Private Wealth Management services, Ellevest also provides recommendations of and will exercise discretion to utilize specific unaffiliated sub-advisers (“Sub-Adviser”) to manage a Private 4  Wealth Management client’s account or portion of the assets of a client’s account where suitable and acceptable to the client. Ellevest’s Chief Investment Officer and Financial Advisors or their designees will work with the client to determine the investment strategy and will provide the Sub-Adviser instructions regarding the implementation and management of the strategy via an Investment Strategy Statement. Ellevest and the client will grant the Sub-Adviser access to the client’s custodial accounts where the investment assets are custodied in order to execute the strategy. Ellevest will periodically monitor the Sub-Advisor’s management of the designated account assets for adherence to the client’s investment strategy and designated benchmark. While Ellevest will conduct operational and investment due diligence of any recommended Sub-Adviser, there is no guarantee that the Sub-Adviser utilized will achieve the recommended investment strategy or a client’s objectives. Ellevest will provide clients a copy of the Sub-Adviser’s Form ADV Part 2A that describes the Sub-Adviser’s specific services. Clients should review this document to understand such services. Clients will enter into a written advisory agreement with Ellevest to participate in Ellevest’s Private Wealth Management investment advisory services. Clients do not enter into a separate agreement with the Sub-Adviser to participate in sub-advisory services. Should a client elect to utilize a Sub-Adviser recommended by Ellevest, Ellevest will work directly with the Sub-Adviser on the client’s behalf. Ellevest retains the discretion to select the Sub-Adviser. Ellevest also requires that clients open a brokerage and custody account with Charles Schwab & Co., Inc. (“Schwab” or “custodian”), an SEC registered broker-dealer. Schwab will provide trade execution, clearance, settlement, custodial, recordkeeping and reporting services. Ellevest Global Intentional Impact Portfolios Ellevest offers Ellevest Global Intentional Impact Portfolios focused on publicly traded companies with positive impact in different sectors. The Ellevest Global Intentional Impact Portfolios are managed separately from the assets in the Clients’ advisory accounts. Clients pay a management fee for their assets in the Ellevest Global Intentional Impact Portfolios, in addition to the advisory fee they pay to Ellevest. The Ellevest Global Intentional Impact Portfolios are constructed using data from Ethos ESG, a third-party data aggregator which aggregates publicly available information related to the impact of companies, brands and funds. The Ellevest Global Intentional Impact Portfolio - Gender Equality. This is a managed equity strategy that aims to generate long-term market returns through investments in companies around the world leading the charge for gender equality. We use Ethos's analysis of data points to evaluate companies’ impact on equal pay and opportunities for women and LGBTQ people, as well as gender discrimination and violence against women. Impact is considered holistically and includes not just a company’s internal practices, but the impact of its business model, revenue generation (e.g. where or how their revenue is generated), external involvement (e.g. impact on community), and its industry’s impact (e.g. materiality). The Ellevest Global Intentional Impact Portfolio - Climate Action. This is a managed equity strategy that aims to generate long-term market returns through investments in companies around the world addressing climate action. We use Ethos's analysis of data points to evaluate the impact of companies on climate change — specifically: reduced greenhouse gas emissions, renewable energy growth, and disaster readiness. Impact is considered holistically, and includes not just a company’s internal practices, but the impact of its business model, revenue generation (e.g. where or how their revenue is generated), external involvement (e.g. impact on community), and its industry’s impact (e.g. materiality). 5  Schwab Donor Advised Fund Advisory Services Ellevest participates as an investment adviser in the Schwab Charitable program for donor advised fund accounts that assists clients with their philanthropic goals. Schwab Charitable is an independent nonprofit organization. The donor-advised fund account program allows clients to contribute cash or other assets to a charitable account to realize potential tax benefits and support their selected charities over time. Following regulations regarding charitable contributions set forth in the Internal Revenue Code of 1986, as amended, Schwab Charitable requires that contributions become the sole property of Schwab Charitable. Thus, all contributions accepted by Schwab Charitable are both irrevocable and unconditional. Once contributions are accepted, they are not refundable and become assets owned and held by Schwab Charitable. Moreover, they are subject to the exclusive legal authority and control of Schwab Charitable as to their use and distribution. Clients with an account size of $250,000 or more may designate Ellevest to manage their donor advised fund account contributions. Ellevest charges a separate advisory fee for providing investment advisory services with respect to the contributions. Ellevest will facilitate the opening and investment management of the donor-advised fund account in accordance with Schwab Charitable Investment Policy Guidelines. Ellevest receives no other compensation or benefits from Schwab Charitable related to this arrangement. Ellevest does not provide tax, legal or accounting advice. Before engaging in any charitable giving program, clients should review carefully the terms and conditions of the Schwab Charitable program that is accessible from Schwab and consult with their tax, legal, and accounting advisors regarding their individual situation. Schwab Pledged Account Advisory Services In limited circumstances, Ellevest may permit eligible clients, at their discretion, to enter into a Pledged Asset Line Agreement (“PAL Agreement”) with Charles Schwab Bank for an uncommitted revolving non- purpose securities-based line of credit (“PAL”) through Schwab. Ellevest will provide discretionary investment advisory services solely with respect to assets held in one or more custodial accounts established by the client at Schwab and any Schwab Pledged Account in accordance with Client’s written investment plan. Ellevest does not charge a separate advisory fee for this arrangement. The client will be responsible for all commissions, transaction and account fees, and charges associated with the PAL, including, without limitation, asset-based fees for brokerage, custody, trade execution and related services, as well as fees that include Schwab’s services. Ellevest does not receive additional compensation or benefits from Schwab if a client enters into this arrangement. Ellevest does not provide tax, legal or accounting advice. Before engaging in this program, clients are advised to review carefully the terms and conditions of the Schwab Pledged Asset Line program that is accessible from Schwab and consult with their tax, legal, and accounting advisors regarding their individual situation. In the future, Ellevest may also offer non-discretionary investment advisory services to clients at Schwab and to Schwab Pledged Accounts. First Citizens Line of Credit In limited circumstances, Ellevest may permit eligible clients, at their discretion, to enter into a Non- purpose securities based line of credit (“Line of Credit”) with First Citizens Bank. In connection with this Line of Credit, the client will grant First Citizens Bank a security interest in one or more Schwab brokerage accounts (Schwab Pledged Account). 6  Ellevest will provide discretionary investment advisory services solely with respect to assets held in one or more custodial accounts established by the client at Schwab and any Schwab Pledged Account in accordance with the client’s written investment plan. Ellevest does not charge a separate advisory fee for this arrangement. The client will be responsible for all commissions, transaction and account fees, and charges associated with the Line of Credit, including, without limitation, asset-based fees for brokerage, custody, trade execution and related services, as well as fees that include Schwab’s services. Ellevest does not receive additional compensation or benefits from First Citizens if a client enters into this arrangement. Ellevest does not provide tax, legal or accounting advice. Before engaging in this program, clients are advised to carefully review the terms and conditions of the First Citizens Line of Credit and Schwab Pledged Asset Line program and consult with their tax, legal, and accounting advisors regarding their individual situation. In the future, Ellevest may also offer non-discretionary investment advisory services to clients at First Citizens and to Schwab Pledged Accounts. Wrap Fee Program Our wrap fee program is closed to new investors. Financial Planning Consulting Services Ellevest offers financial planning consulting services to Ellevest Private Wealth Management and Personal Wealth Management clients at no additional charge. However, more complex investment plans or financial planning service requests may incur a planning fee. The planning fee is negotiated in advance with the client. Financial planning services are also offered to individuals who are not Ellevest Private Wealth Management or Personal Wealth Management clients, for a planning fee. This service is designed for clients who have general financial planning questions and are seeking guidance in areas such as: Cash flow management, retirement, education funding, and employee benefits planning. Clients may elect to consult with a financial planner to address their financial planning questions. Sessions are customized based on a client’s questions and consultation needs. Implementing Ellevest’s Financial Planning Guidance: It is the client’s responsibility to determine if and how the guidance delivered in connection with Ellevest’s financial planning consulting service should be implemented or otherwise followed. Clients should carefully consider all relevant factors in making these decisions, and we encourage clients to consult with their outside professional advisers such as legal counsel, accountant or tax professional regarding the legal or tax implications of a particular recommendation, strategy or investment before implementation of such strategy. Neither Ellevest, its employees or representatives provide tax or legal advice and our financial planning consulting services are not intended to provide nor should be construed as providing such advice. Investment Discretion Pursuant to any limitations that may be imposed by clients, Ellevest has discretionary authority to manage assets on behalf of clients who enter into the written advisory agreement with Ellevest. Discretionary trading authority permits Ellevest or if appointed, the Sub-Adviser for any sub-advised assets, to make investments in client accounts on their behalf and make ongoing changes where deemed necessary and appropriate. Those changes may include periodic rebalancing of asset classes when one or more asset classes have significantly increased or decreased in value. However, due to differences in how individual stocks, ETFs and mutual funds are traded and settled, there may be additional transition time or transactions needed to effect the portfolio best suited for the client’s goal. 7  There may also be additional initial implementation time if an account is managed by a Sub-Adviser due to the time it may take to set-up the strategy and for the Sub-Adviser to execute the strategy. Transition time to a client’s recommended portfolio may span multiple years or longer, for clients in certain situations, such as those with large existing positions in low-basis stock looking to minimize the realization of capital gains. Investment Discretion for Schwab Charitable Donor Advised Funds Program Ellevest will have discretion with respect to investment and reinvestment of the assets in the donor advised account with full power and authority to direct such purchases and sales as it may deem appropriate, subject to the Investment Guidelines established by Schwab Charitable. Investment Discretion for Schwab Pledged Account Ellevest will have discretion with respect to the assets in the Schwab Pledged Account and such assets will be managed according to the Client’s Investment Plan and subject to the terms of the Ellevest Client Agreement, unless otherwise specified. IRA Rollover Recommendations Effective January 31, 2022 (or such later date as the US Department of Labor (“DOL”) Field Assistance Bulletin 2021-02 ceases to be in effect), for purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries 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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: Meet a professional standard of care when making investment recommendations (give prudent Never put our financial interests ahead of yours when making recommendations (give loyal Avoid misleading statements about conflicts of interest, fees, and investments; Follow policies and procedures designed to ensure that we give advice that is in your best ● advice); ● advice); ● ● interest; ● ● Charge no more than is reasonable for our services; and Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from an ERISA account to an account that we manage or provide investment advice, because the assets increase our assets under management and our advisory fees. In contrast, we receive less or no compensation if assets remain in the current plan or are rolled over to another Company plan in which you may participate. Assets Under Management Ellevest has the following assets under management: Non-Discretionary Amount Date Calculated Discretionary Amount $2,128,783,447 0 2/28/2025 8  Item 5 Fees and Compensation Fees for Non-Sub-Advised Account Arrangements Ellevest requires a minimum aggregate account balance of $1,000,000 for Private Wealth Management services, and $500,000 for Personal Wealth Management services, subject to fee reduction at Ellevest’s discretion. There is no fee for the initial investment plan or Ellevest’s financial planning consulting service so long as the minimum account balance is maintained. However, more complex investment plans or financial planning service requests may incur a planning fee. Such a fee will be negotiated in advance with the client. There is no minimum account balance for clients to purchase financial planning services. Pricing for financial planning services only can be found on our website at www.ellevest.com. Advisory Fees for Ellevest’s advisory services vary depending on the particular investment services requested but are generally as set forth below. Clients decide whether and how to retain Ellevest based on their unique needs and circumstances. Ellevest reserves the right to negotiate different fees for certain clients than what is specified below. Negotiated fees may differ based on factors, including but not limited to, the type and size of the account, the historical and/or expected size and number of investments for the account and the related services to be provided to the client. Ellevest’s advisory fees are: 125 basis points (1.25%) per year for clients with aggregate account balances between $500 100 basis points (1.00%) per year for clients with aggregate account balances between $1 million 95 basis points (0.95%) per year for clients with aggregate account balances between $2 million 90 basis points (0.90%) per year for clients with aggregate account balances between $3 million 80 basis points (0.80%) per year for clients with aggregate account balances between $5 million 70 basis points (0.70%) per year for clients with aggregate account balances between $7 million 65 basis points (0.65%) per year for clients with aggregate account balances between $10 million 60 basis points (0.60%) per year for clients with aggregate account balances between $15 million 55 basis points (0.55%) per year for clients with aggregate account balances between $25 million 50 basis points (0.50%) per year for clients with aggregate account balances between $50 million 40 basis points (0.40%) per year for clients with aggregate account balances between $75 million ● thousand and up to $1 million ● and up to $2 million; ● and up to $3 million; ● and up to $5 million; ● and up to $7 million; ● and up to $10 million; ● and up to $15 million; ● and up to $25 million; ● and up to $50 million; ● and up to $75 million; ● and up to $100 million; and ● 35 basis points (0.35%) per year for clients with aggregate account balances above $100 million. The Advisory Fee will be prorated and billed quarterly in arrears, based upon the average daily balance of the account at quarter end. In the event the written advisory agreement is terminated, the Advisory Fee for the final billing period is prorated through the effective date of the termination and the outstanding portion of the Advisory Fee is charged to the client. 9  Clients participating in Ellevest's Private Wealth Management and Personal Wealth Management programs will be charged fees by Schwab as broker-dealer or custodian including but not limited to asset-based fees, transaction fees, and custody fees. Charges for brokerage fees and custodial services are detailed in the brokerage agreement that clients enter into separately with Schwab. Ellevest may at its sole discretion, however, compensate clients for certain brokerage or third-party fees. Clients generally authorize Ellevest to have Schwab deduct the Advisory Fee, as specified by Ellevest, directly from a client account, in accordance with applicable custody rules. It is the client’s responsibility to review all statements received concerning her account and verify the accuracy of the calculation of the Advisory Fee. In the event an account does not include a cash balance adequate to pay the Advisory Fee, clients authorize Ellevest to determine which assets in the account will be sold, and to liquidate these assets, without notice to the client, to pay the Advisory Fee and any other fees due under the written advisory agreement. Payment of fees generally will be made first from client assets in cash, next from the liquidation of cash equivalents, including shares of money market funds, and finally from the liquidation of other investments in the account. Fees for Ellevest Global Intentional Impact Portfolios Ellevest Global Intentional Impact Portfolios are managed separately from the Client’s Ellevest Advisory account assets and are constructed of investments in publicly traded companies with a demonstrated commitment to positive impact in the relevant sector. There is a minimum account size of $250,000. Assets invested in the Ellevest Global Intentional Impact Portfolios are part of a Client’s aggregate account balance and charged in accordance with the fee schedule outlined above. Schwab will charge additional account administration fees on the Ellevest Global Intentional Impact Portfolios assets. The Impact Portfolio fee will be prorated and billed quarterly in arrears, based upon the average daily balance of the Impact Portfolio assets at quarter end. In the event the written advisory agreement is terminated during the quarter, the Impact Portfolio fee for the final billing period is prorated through the effective date of the termination and the outstanding portion of the Impact Portfolio fee is charged to the client. Fees for Sub-Advised Account Arrangements Ethic, Inc. Ethic, Inc., a Sub-Adviser recommended by Ellevest, requires a minimum account size of $250,000 for the use of its sub-advised services, unless Sub-Adviser, in its sole discretion, agrees to a lesser amount. Ethic charges their own advisory fees for managing client assets allocated. Such fees will not exceed 0.30% per annum. The Management fee assessed for each Client will be based on the Adviser Aggregate Value (defined below) unless an individual Client’s Client Account Value (defined below) provides for a lower Management Fee for that Client. The Adviser Aggregate Value will be calculated at the end of the calendar quarter and will be based on the combined Client Account Values for all Clients for that quarter, as set forth on account records maintained by the applicable Custodians. The Client Account Value will be calculated at the end of the calendar quarter and will be based on the average daily value of a Client’s account value for that quarter, as set forth on account records maintained by the applicable Custodians. For the avoidance of doubt, the Client Account Value is based on the value of a single account for each Client and is not an aggregate value of all accounts held by a Client (e.g. not calculated at the household level). 10  The Management Fee shall be calculated by applying the annualized Management Fee pro rata to the Client Account Value. The Management Fee will be automatically debited by the custodian from each Client Account and remitted to the Sub-Adviser on a quarterly basis. Upon request, the Sub Adviser shall provide the Adviser with such further information as is reasonably requested regarding the calculation of the Management Fee. Breakpoint Table – Based on Adviser Aggregate Value Adviser Aggregate Value Up to $100MM Between $100MM and up to $500MM $500MM or more Management Fee 0.30% 0.25% 0.20% Breakpoint Table – Based on Individual Client Account Value Client Account Value Up to $20MM Between $20MM and up to $50MM $50MM or more Management Fee 0.30% 0.25% 0.20% Schwab will automatically deduct Ethic’s fees from client accounts and remit payment directly to the Ethic. AllianceBernstein L.P. AllianceBernstein L.P., a Sub-Adviser recommended by Ellevest, requires a minimum account size of $250,000 for the use of its sub-advised services. AllianceBernstein charges their own advisory fees for managing client assets allocated. Such fees are based on a percentage of assets under management and would be charged in addition to Ellevest’s fees. AllianceBernstein’s fees are: ● 23 basis points (0.23%) per year So, for example, a client with an account size of $1,000,000 of which $250,000 is managed by Ellevest and AllianceBernstein, would pay 0.90 basis points per year on $1,000,000 to Ellevest and 0.23 basis points per year on $250,000 to AllianceBernstein. AllianceBernstein’s fees will be calculated based upon the balance of the Client’s Sub-Advised Assets at the end of the calendar quarter, as set forth on the account records maintained by the applicable Custodians. For the avoidance of doubt, the Client Account Value is based on the value of a single account for each Client and is not an aggregate value of all accounts held by a Client (e.g. not calculated at the household level). The applicable custodian will automatically deduct AllianceBernstein’s fees from client accounts and remit payment directly to the AllianceBernstein. 90 basis points (0.90%) per year for clients with aggregate Ellevest account balances up to $2 80 basis points (0.80%) per year for clients with aggregate Ellevest account balances between 60 basis points (0.60%) per year for clients with aggregate Ellevest account balances between Schwab Charitable Donor Advised Funds Program Fees Contributions made through the Schwab Charitable program for donor-advised fund accounts with Ellevest recommended as investment adviser, will be assessed fees for Ellevest's investment advisory services as follows: ● million; ● $2 million and up to $5 million; ● $5 million and up to $10 million; and 11  50 basis points (0.50%) per year for clients with aggregate Ellevest account balances in excess ● of $10 million. Should the asset level of the donor-advised fund fall below $200,000 and remain below $200,000, for one year, Ellevest will continue to assess its advisory fees as described above. However, if the donor advised account remains below $200,000 for more than one year, it will no longer be eligible for management by Ellevest and must be reinvested according to Schwab Charitable program requirements. Ellevest faces a conflict of interest in connection with the Schwab Charitable program to the extent it has an incentive to recommend the program in return for the fees it receives. Ellevest’s investment advisory fees will be paid from the client’s donor advised Schwab accounts quarterly in arrears. In any partial calendar quarter, the fee will be prorated, based on the number of days the account was open during the quarter. Additionally, Schwab Charitable charges an administrative fee for its services, up to 60 basis points per annum, that is deducted from the client account quarterly based on the average account balance for the preceding quarter. Schwab Charitable may also debit an account for any Unrelated Business Income Tax liability generated by the account’s assets or investment activities. If applicable, Schwab Charitable reserves a portion of assets in the account in an amount it believes sufficient to pay the tax liability. Ellevest complies with Schwab Charitable’s Investment Policy Statement which prohibits investment in assets that may generate Unrelated Business Income without prior approval by Schwab Charitable. Clients should consult Schwab for additional information regarding the administrative fees assessed by Schwab Charitable and with a qualified tax advisor to review the specific tax implications of donating assets that may generate Unrelated Business Income. Schwab Pledged Asset Account Fees All assets in the Schwab Pledged Account shall be deemed to be Ellevest account assets for purposes of the assessment of Ellevest investment advisory fees as set forth in the Ellevest Client Agreement and the Fee Schedule for the entirety of a billing period notwithstanding any Schwab Action. Ellevest does not charge a separate advisory fee for this arrangement. Client will be responsible for all commissions, transaction and account fees, and charges associated with the PAL, including, without limitation, asset-based fees for brokerage, custody, trade execution and related services, as well as fees that include Schwab’s services. Ellevest does not receive additional compensation or benefits from Schwab if a client enters into this arrangement. Brokerage, Clearing and Service Provider Charges: Ellevest’s fees do not cover charges imposed by Schwab as broker-dealer or custodian. Additional charges for brokerage fees and custodial services are detailed in the brokerage agreement that clients enter into separately with Schwab. Ellevest may at its sole discretion, however, offer to compensate a client for certain brokerage or third party fees. These fees include, but are not limited to, transaction charges, reporting charges (typically where the financial institution is required to send paper statements), custodian fees, margin costs, margin extension fees, safekeeping fees, termination fees, early redemption fees, transfer taxes, other taxes, wire transfers, electronic fund fees, bounced check fees, service fees, IRA fees, and underlying investment fees (including sales load and other operating expenses on a fund or other investment). For further information about brokerage costs, see the section entitled “Brokerage Practices.” The prospectus or offering documents for mutual funds, ETFs, hedge funds, limited partnerships, REITs or other investments will detail other additional fees and charges assessed by the managers of those products. 12  Thus, when assets are invested in shares of mutual fund products, ETFs, hedge funds, annuities, UITs or REITs, clients will pay both the management fees to Ellevest for its services in connection with these investments and management and other fees paid to the mutual fund or other product. In addition, there may be tax effects relating to fund share redemptions or the cancellations of policies made by or on behalf of clients, as well as deferred sales charges or redemption fees where the investment positions are sold prior to the expiration of a specified holding period. No supervised person accepts compensation for the sale of securities or other investment products. Direct Fee Debit of Ellevest’s Fee Clients authorize Ellevest and Schwab to deduct Ellevest’s fees, and as relevant any Sub Advisory fees directly from their brokerage accounts. The custodian will determine fair market value for fee calculation purposes. However, certain alternative investments are valued by Ellevest using reasonable asset pricing methods. The custodian will deduct the fees and send statements to clients not less frequently than quarterly, detailing all account transactions, and fees, including all fees paid to Ellevest. It is the client’s responsibility to verify the accuracy of such fee calculation. Item 6 Performance-Based Fees and Side-By-Side Management Ellevest does not charge any performance-based fees (that is, fees based upon a share of capital gains on or capital appreciation of the assets of the Client). Item 7 Types of Clients Ellevest’s investment advisory services are generally offered to individuals, pension and profit-sharing plans and charitable organizations. For Ellevest Private Wealth Management clients, there is a minimum account size of $1,000,000, subject to reduction at Ellevest’s sole discretion. For Ellevest Personal Wealth Management clients, there is a minimum account size of $500,000, subject to reduction at Ellevest’s sole discretion. Ellevest requires a minimum account size of $250,000 for a sub-advised account, unless Sub-Adviser, in its sole discretion, agrees to a lesser amount. Ellevest participates as an investment adviser in the Schwab Charitable program for donor-advised fund accounts. Individuals with an account size of $250,000 or more may designate Ellevest to manage their donor-advised fund account. However, should the asset level of the donor-advised fund fall below $200,000 and remain below $200,000 for more than one year, the donor-advised account will no longer be eligible for management by Ellevest and must be reinvested according to Schwab Charitable program requirements. Ellevest's Wrap Program is closed to new investors. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Investment Strategy Ellevest’s investment strategy is personalized to a client's goal(s), time horizon, risk capacity and preferences, liquidity needs, if any, tax posture and current financial assets. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. 13  Methods of Analysis Ellevest does not engage in general market-timing, or specific timing of economic cycles, asset or sector classes, or individual securities. Ellevest’s primary approach is a strategic asset allocation aimed at reducing overall portfolio risk through diversification. Using information provided by the client, Ellevest develops an asset allocation to meet the client’s financial goals, considering her risk preferences, investment horizon, income needs, and current global market conditions. Ellevest’s investment selection may include individual debt instruments, mutual funds, ETFs, individual equities, cash and cash equivalents, closed-end funds, partnerships, and private and illiquid investments. Different investment vehicles are subject to varying degrees of investment, market, credit, interest rate, and regulatory risks. Moreover, clients should be aware that diversification does not ensure a profit or protect against a loss in a declining market. There is no guarantee that any particular asset allocation or mix of funds will meet a client’s investment objectives or provide a given level of income or return. Investing in securities involves risk of loss that clients must be prepared to bear. Forecasts. Ellevest may offer forecasts or projections of investment outcomes in its investment proposals. Forecasts are estimates only, based upon numerous assumptions about future capital markets returns and economic factors such as interest rates and inflation, a client’s salary growth and savings rates, the value of social security benefits, as well as information supplied by a client. As estimates, they are imprecise and hypothetical in nature, do not reflect actual investment results, and are not guarantees of future results. Additionally, they are subject to change over time with updates to our underlying assumptions and may be materially impacted by a client’s failure to update their personal and financial information. Tax Management. For select taxable accounts for Private Wealth Management clients, Ellevest seeks to implement tax-minimization techniques such as deferring capital gains when prudent and realizing losses when the tax benefits outweigh the costs of transacting. When transacting across multiple accounts managed by Ellevest, we will make best efforts to avoid wash sales; we may not, however, have knowledge of transactions in accounts not managed by Ellevest or accounts managed by the Sub- Adviser. Ellevest does not render tax advice to clients, and therefore clients should consult their own tax advisors for specific guidance in this area. The Sub-Adviser may also offer tax optimization services as part of a portfolio transition strategy for those clients with accounts managed by the Sub-Adviser. Clients electing Ellevest’s Personal Wealth Management Program will be transitioned to Ellevest’s recommended portfolios without regard to any tax consequences, both at inception and on an ongoing basis. Rebalancing and Ongoing Management. As the value of a client’s investments fluctuate, her portfolio can diverge from her desired target asset allocation. Rebalancing, the practice of adjusting a client’s portfolio back to its original desired asset allocation, occurs when needed, as determined by Ellevest. Ellevest does not rebalance client accounts automatically on a quarterly or other consistent periodic basis. We monitor the client’s portfolio and rebalance when necessary. If applicable, the Sub-Adviser will rebalance as set forth in the Investment Strategy Statement in order to manage and maintain the respective strategy. Ellevest will monitor the Sub-Adviser’s compliance with the applicable investment policies and guidelines. Donor Advised Funds Ellevest participates as an investment adviser in the Schwab Charitable program for donor advised fund accounts. Ellevest will manage the donor advised accounts in compliance with Schwab Charitable 14  Investment Policy Statement and guidelines established for the management and oversight of the Schwab Charitable investment assets. Ellevest will work with the donor advised fund account holder to establish the recommended investment objectives and strategy for the portfolio, considering the account holder’s granting plans, target returns, risk tolerance and other unique considerations, consistent with the Investment Policy guidelines. Values Aligned/Impact Strategy For clients with specific Values Aligned/impact preferences, Ellevest may recommend sustainable mutual funds, ETFs, privately held assets, separately managed accounts, and/or the advisory services of a Sub-Advisor. These investments are designed to match both the client’s values and impact preferences and the risk and return characteristics of similar investments in its asset class. Ellevest may not be successful in finding investments in every asset class with the appropriate return and risk characteristics and impact focus desired by the client. Values Aligned/impact strategies, including those managed by Ellevest and any Sub-Advisor, rely primarily on data that may be self-reported, gathered by third parties or estimated, in the case of missing data. Because no global standards for measuring certain sustainable and impact factors have been established, the quality and consistency of such data can vary widely. In addition, different underlying methodologies may be used to exclude, rank and/or evaluate sustainable and/or social factors of companies, leading to different conclusions and/or investment performance. Ellevest and any Sub- Advisor selected by Ellevest will exercise best efforts to achieve both the client’s values aligned/impact and financial goals through the implementation of specific strategies but may not be successful in achieving either. Investment returns from strategies with a designated focus, or strategies that exclude certain sectors of the market may differ from general market returns. For example, an investment strategy that excludes fossil fuels will not participate in the returns from fossil fuel investments, which are usually included as part of a general investment strategy intended to generate market returns. Risk of Loss Investing in financial markets involves risk, including the potential loss of principal. This is a risk borne by the client. Ellevest constructs globally diversified portfolios with allocations across multiple asset categories. This asset category diversification is intended to reduce the volatility in a client’s investment portfolio when compared to a single asset category, such as large cap growth stocks. While a diversified investment portfolio, including a portfolio of investment products representing different asset categories, can mitigate some risks, it does not and cannot prevent possible loss. The performance of Ellevest’s recommendations and/or investment decisions depend upon market movements and the combination of asset classes selected by Ellevest. There can be no assurance that a client will achieve her goals or positive investment performance over any period of time. While it is not possible to enumerate all possible risks, below are some of the common factors that can produce a loss in a client's account and/or in a specific investment product, asset category or even in all asset categories. Price Volatility: The price of an investment product’s shares may fluctuate, even significantly, in ● Market Risk: The price of a security, bond, or mutual fund and/or exchange-traded fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events. ● a short period of time. ● Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter 15  Category or Style Risk: During various periods of time, one category or style may underperform Inflation Risk: When any type of inflation is present, purchasing power may be eroding at the rate what the economic environment is like. ● or outperform other categories and styles. ● Tracking Risk: Ellevest’s traditional investments may be designed to capture general market returns using low-cost ETFs, however there is the risk that the ETFs will not properly track the benchmark index. ● Impact Risk: Impact investments may focus on certain environmental, social, governance or women’s focused investment characteristics. Impact investments may exclude, overweight, or underweight some sectors of the market, which may result in investment returns different from general market returns. ● 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, and the market value of any mutual fund and/or exchange traded fund holding those bonds. ● 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. ● Sub-Adviser Risk: The success of an account’s investment through sub-advisers is subject to a variety of risks, including those related to the quality of the management of the sub-adviser and the ability of such management to develop and maintain a successful business enterprise, and the ability of the sub-adviser to successfully execute, operate, and manage the intended strategy at or below the target tracking error. In addition, Ellevest's investments may focus on certain market sections or classes of securities and carry additional risks. For example, clients should be aware of the following: Real estate investment trusts or funds are subject to risks of the specific commercial or housing Bond funds of all types are subject to the various risks of the underlying fixed income instruments High Yield bonds expose the investor to investments in lower credit quality securities and hence ● Equity strategies, including investing in individual companies, involve investments in common stocks and are subject to the volatility and individual risks associated with those stocks. Exchange Traded Funds (ETFs) are designed to track the performance of a benchmark index. Shareholders are subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent net asset value (“NAV”), which is generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Also, shareholders are liable for taxes on any fund-level capital gains, as ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. ● market in which the assets are invested, as well as interest rate risk. ● Small Cap and Emerging Market securities tend to be more volatile relative to the overall market. ● Bonds may “guarantee” return of principal if held to maturity, but any guarantee remains subject to the creditworthiness of the guarantor and, prior to maturity, the bond remains subject to interest rate, inflation and credit risks. ● in the fund, and there is no fixed maturity date. ● risk of default and higher volatility. ● Tax-Exempt bonds may or may not provide returns higher than the after-tax returns of taxable 16  Options strategies introduce additional elements of complexity regarding timing of market bonds, so clients should consider their tax bracket and state of residence. ● International/Global/Foreign securities expose the investor to currency risk and political, social and economic risks of the countries in which the securities are domiciled, in addition to the equity or debt nature of the securities involved. ● decisions and liquidity of positions. ● Alternatives including, but not limited to, real estate investment trusts (REITs), private real estate funds, private debt, renewable energy assets and commodities may be purchased within client accounts for clients who meet certain criteria and for whom such securities are suitable. ● Investing in these funds involves additional risk including, but not limited to, the risk of investment loss due to the use of leveraging and other speculative investment practices, the lack of liquidity and performance volatility. In addition, these funds are not required to provide periodic pricing or valuation information to investors and may involve complex tax structures and delays in distributing tax information. You should be aware that these funds have no secondary trading market and should be considered illiquid for the full term of the fund. Item 9 Disciplinary Information Ellevest has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10 Other Financial Industry Activities and Affiliations SimplySmart Asset Management and Grinnell College The Firm’s CEO and Chief Investment Officer, Dr. Sylvia S. Kwan, is the Chief Investment Officer and majority owner of SimplySmart Asset Management (“SimplySmart”), a California registered investment adviser. Ms. Kwan works full-time at Ellevest. Although her duties at SimplySmart include business and portfolio management, her service to SimplySmart is not expected to conflict with her obligations to Ellevest. Additionally, Ms. Kwan is a member of Exit 182 Group LLC (formerly the Investment Committee) of Grinnell College where she shares responsibility for fiduciary oversight of the College’s endowment. These activities do not conflict with her obligations to Ellevest. Morningstar, Inc. Morningstar, Inc. (“Morningstar”) has a minority equity interest in the Firm. Ellevest has separately engaged Morningstar to provide certain services, including its wealth forecast estimators and consultation regarding the make-up of the portfolios (including specific ETFs included in client portfolios). Morningstar’s ownership interest in Ellevest is a conflict of interest. However, this conflict is mitigated because Ellevest will use Morningstar’s services if it is in the best interest of clients. Further, Morningstar has no control over Ellevest’s investment decision making process. Astia Astia Fund I is offered to eligible Ellevest clients. Astia Angels, a global network of angel investors sharing common executive leadership with Astia Fund, holds a minority equity interest in Ellevest. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Ellevest has adopted a Code of Ethics (“Code”) as required by the applicable securities laws. The Code establishes and reinforces a standard of business conduct expected of its supervised persons and provides specific guidance related to managing conflicts of interests. This includes procedures to: (1) 17  prevent access to material nonpublic information about Ellevest’s securities recommendations and client securities holdings and transactions by individuals who do not need the information to perform their duties; (2) review and approval of certain securities transactions and holdings by supervised persons with access to client information; and (3) report of any internal violations of the Code. Ellevest will provide a copy of its Code to clients and prospective clients upon request. To request a copy of the Code, please contact Ellevest at support@ellevest.com or write to Ellevest at 228 Park Ave S, PMB 94934, New York, NY 10003, Attention: Compliance. Participation or Interest in Client Trading and Personal Trading Ellevest and related persons may invest in the same securities (or related securities, e.g., warrants, options or futures) that Ellevest or a related person recommends to clients. Ellevest and related persons may recommend securities to clients, or buy or sell securities for client accounts, at or about the same time that Ellevest or a related person buys or sells the same securities for Ellevest’s own (or the related person's own) account. For instance, Ellevest access persons may purchase securities for their personal account that are contemporaneously recommended for clients. Item 12 Brokerage Practices Broker Selection We seek to use a broker who will execute transactions on terms that are overall most advantageous under the circumstances. We consider a wide range of factors, including these: Capability to execute, clear, and settle trades (buy and sell securities for a client’s account) Capabilities to facilitate transfers and payments to and from accounts (wire transfers, check Breadth of investment products made available (stocks, bonds, mutual funds, ETFs, etc.) Availability of investment research and tools that assist us in making investment decisions Quality of services Competitiveness of the price of those services (commission rates, margin interest rates, other ● ● requests, bill payment, etc.) ● ● ● ● fees, etc.) and willingness to negotiate them ● ● ● Reputation, financial strength, and stability of the provider Their prior service to us and our other clients Availability of other products and services that benefit Ellevest, as discussed below In light of these factors, we recommend the brokerage and custodial services of Charles Schwab & Co., Inc. In recognition of the value of the services the Custodian provides, you may pay higher commissions and/or trading costs than those that may be available elsewhere. Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account Custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firm. These products may include financial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision- making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. 18  Best Execution Ellevest’s use of brokers will comply with the Firm’s duty to seek “best execution.” In seeking best execution, the determinative factor is not just cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the broker’s services described above. Ellevest recommends that clients open accounts at Schwab under this program, but clients can designate or select a different broker for trade execution. Sub-Adviser will execute and allocate transactions for client accounts consistent with Sub-Adviser’s obligation under applicable law and as described in Sub-Adviser’s Form ADV Part 2A. Trade Away Trades made for Ellevest clients will incur the costs of brokerage commissions/ticket charges for transactions executed, as well as charges relating to the settlement, clearance, or custody of securities in an account. Clients will also incur all fees and costs imposed directly by a mutual fund, index fund, private fund, ETF or other investment, which are disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, commissions for trades executed away from the primary broker, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. We may choose to execute trades with another broker-dealer from Schwab (“trade away”) if we reasonably believe that such other broker-dealer can obtain a more favorable execution under the circumstances, and it is in our clients’ best interest to do so. This practice may result in additional commissions and other fees for clients. Broker-dealers executing trades may charge fees that include commissions, markups, markdowns or “spreads” paid to market makers. These fees are typically embedded into the price of the security and will be paid by the client. Products and Services Available to Ellevest From Schwab Schwab provides our clients and us with access to its institutional brokerage—trading, custody, reporting, and related services—many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. The availability of Schwab’s products and services to us is not based on our giving particular investment advice, such as buying particular securities for our clients. Schwab Services That May Benefit Clients: Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab Services That May Not Directly Benefit Clients: Schwab makes available to us other products and services that benefit Ellevest but may not directly benefit clients or client accounts. These products and services assist Ellevest in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab. We do not necessarily seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits generated. In addition to investment research, Schwab also makes available software and other technology that: provide access to client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; provide pricing and other market data; facilitate payment of our fees from our clients’ accounts; and assist with back-office functions, recordkeeping, and client reporting. It is our practice to seek to direct clients to use Schwab for their brokerage needs, in part, as a result of the soft dollar benefits 19  received. We may thus have an incentive to select or recommend Schwab based on our interest in receiving its research or other products and services, rather than on our client’s interest in receiving most favorable execution. Services That Generally Benefit Only Ellevest: Schwab offers other services intended to help Ellevest manage and further develop its business enterprise. These services include educational conferences and events; technology, compliance, legal, and business consulting; publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants, and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to Ellevest. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide Ellevest with other benefits such as occasional business entertainment of our personnel. Ellevest’s Interest in Schwab’s Services: Ellevest has entered into an agreement with Schwab Advisor Services. Ellevest believes that its selection of Schwab as custodian and broker is in the best interests of our clients. We perform periodic reviews of Schwab’s custodial and trade execution services, as well as that of any other custodians utilized (if applicable), to verify the quality of those services and that the fees paid by clients are comparable to similar custodians and brokerages. Sub-Adviser’s Use of Soft-Dollar Benefits Sub-Adviser will enter into soft-dollar arrangements consistent with the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended and as described in Sub-Adviser’s Form ADV Part 2A. Brokerage for Client Referrals Directed Brokerage In an unusual case, a client may instruct Ellevest to use one or more particular brokers for the transactions in their account. If a client chooses to direct Ellevest to use a particular broker, this will prevent us from aggregating trades with other client accounts and from effectively negotiating brokerage commissions on their behalf. This practice may also prevent our Firm from obtaining a more favorable net price and execution. Thus, when seeking to direct brokerage business, a client should consider the commission expenses, execution, clearance and settlement capabilities that they will obtain through their broker in comparison to those that we would otherwise obtain for them. We encourage clients to contact us to discuss their available alternatives. Trade Aggregation When Ellevest or the Sub-Adviser considers it to be in your best interest, we may, but are not required to, aggregate your order for the sale or purchase of securities for your account with orders for other clients. Under this approach, the transactions may be averaged as to the price and will be allocated among our clients in proportion to the purchase and sale orders placed for each client account. Trade Errors Consistent with its fiduciary duties, Ellevest’s policy is to exercise care in implementing investment transactions for client accounts. Ellevest employs operational oversight practices to monitor trade errors of trades that it or the Sub-Adviser implements on behalf of client accounts. Under Ellevest’s policy, a trade error will be researched to determine whether clients were economically harmed as a result of the error and rectified as soon as is practical. 20  Item 13 Review of Accounts Ellevest monitors client accounts on an ongoing basis to identify situations that may warrant a more detailed review or a specific action on behalf of a client. Such reviews include, but are not necessarily limited to, suitability and inactivity. Additionally, Ellevest will contact clients on at least an annual basis to ask if there have been any changes to their financial situation and investment objectives, and to remind them to update their information. Reviews are generally conducted under the supervision of the firm’s Chief Investment Officer. If so agreed, Ellevest may also provide clients with written periodic performance reports that include relevant portfolio information such as asset allocation, account transactions, securities positions, the fair market value of investments in client portfolios and investment performance for the period. Ellevest does not verify performance data provided to it by third parties with the exception of the calculation methods and the related account holdings shown. Item 14 Client Referrals and Other Compensation Ellevest does not compensate any person or entity, directly or indirectly for client referrals. Ellevest does not receive other compensation associated with its clients’ accounts, in addition to its advisory fees. Item 15 Custody Ellevest does not maintain physical custody of client assets that we manage. Rather, client assets are held in an account with a “qualified custodian.” However, we are technically deemed to have custody of client assets since under our written investment advisory agreements with clients, clients authorize us to instruct the custodian to deduct Ellevest’s advisory fees directly from their accounts. While Ellevest instructs the custodian to withdraw its fees, the custodian maintains actual custody of client assets. Clients will receive account statements from the custodian at least quarterly, which will reflect the withdrawal of any fees. All clients are advised to review their account statements promptly to confirm the accuracy of the information contained. Should discrepancies or errors be found, clients should contact Ellevest or the custodian directly. Donor Advised Fund Asset Custody Ellevest has entered into an Investment Advisory Agreement with Schwab Charitable to provide advice as to the investment of certain Schwab Charitable assets. This Investment Advisory Agreement requires that all assets within donor-advised fund accounts excluding private investment funds, must be held in custody at Schwab. Item 16 Investment Discretion Pursuant to a written investment advisory agreement, Ellevest has discretionary authority to manage securities on behalf of clients, and clients have the ability to place restrictions on such authority. If a requested restriction is so burdensome as to be unreasonable, Ellevest would likely refuse to accept the restriction and the client. Item 17 Voting Client Securities Sub-Advised Assets (Ethic Securities): Ellevest has assumed the authority to vote on behalf of clients who have assets sub-advised by Ethic, Inc (“Ethic”). Ellevest has delegated this authority to the Sub- 21  Adviser, Ethic, and Ethic will vote proxies for securities that are Ethic Sub-Advised Assets utilizing a sustainability focused proxy voting policy. Clients may obtain a copy of Ethic’s current voting methods upon request. Ellevest will instruct the Custodian to forward promptly to the Sub-Adviser, Ethic, copies of all proxies and shareholder communications relating to securities in your Account that are Ethic Sub-Advised Assets (other than materials relating to legal proceedings, including bankruptcies or class actions, or corporate actions involving securities that are Ethic Sub-Advised Assets). Client agrees that neither Ellevest nor the Sub-Adviser, Ethic, will be responsible or liable for failing to vote any proxies where it has not received such proxies or related shareholder communications from either the Client or the Custodian on a timely basis. Neither Ellevest nor the Sub-Adviser, Ethic, will be obligated to render advice or take any action on behalf of Client with respect to securities or other investments that are Ethic Sub-Advised Assets, or the issuers thereof, which become the subject of any legal proceedings, including bankruptcies or class actions. Item 18 Financial Information In certain circumstances, registered investment advisers are required to provide you with financial information and disclosures about their financial condition. Ellevest does not have any financial condition that is reasonably likely to impair it from meeting its contractual commitments to clients and has never been subject of a bankruptcy proceeding. Item 19 Additional Information Class Action Lawsuits We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you. IRA Rollover Considerations As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset-based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because persons providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: 1. 2. 3. 4. Leaving the funds in your employer's (former employer's) plan. Moving the funds to a new employer’s retirement plan. Cashing out and taking a taxable distribution from the plan. Rolling the funds into an IRA rollover account. 22  Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage here are a few points to consider before you do so: Determine whether the investment options in your employer's retirement plan address your 1. needs or whether you might want to consider other types of investments. A. Employer retirement plans generally have a more limited investment menu than IRAs. B. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 2. Your current plan may have lower fees than our fees. A. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. B. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. Our strategy may have higher risk than the option(s) provided to you in your plan. Your current plan may also offer financial advice. If you keep your assets titled in a 401k or retirement account, you could potentially delay your 3. 4. 5. required minimum distribution beyond age 73. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary. A. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. If you own company stock in your plan, you may be able to liquidate those shares at a lower You may be able to take out a loan on your 401k, but not from an IRA. 7. 8. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. 9. capital gains tax rate. 10. Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this brochure. 23 

Ellevest, Inc. d/b/a: Ellevest 228 Park Avenue S PMB 94934 New York, NY 10003-1502 Telephone: 844-355-7100 www.ellevest.com March 27, 2025 PART 2A WRAP FEE PROGRAM BROCHURE This wrap fee program brochure provides information about the qualifications and business practices of Ellevest, Inc. ("Ellevest"), a registered investment adviser. Registration does not imply a certain level of skill or training. If you have any questions about the contents of this Brochure, please contact us at support@ellevest.com. 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 Ellevest also is available on the SEC's website at www.adviserinfo.sec.gov 1  Item 2 Summary of Material Changes The following material change has been made to the Wrap Fee Program Brochure since the last other-than-annual amendment update on December 20, 2024. Our Wrap Fee Program has been closed to new investors. We no longer compensate any person or entity for client referrals. 2  Item 3 Table of Contents Item 2 Summary of Material Changes Item 3 Table of Contents Item 4 Services, Fees, and Compensation Item 5 Account Requirements and Types of Clients Item 6 Portfolio Manager Selection and Evaluation Item 7 Client Information Provided to Portfolio Managers Item 8 Client Contact with Portfolio Managers Item 9 Additional Information 2 3 4 9 9 14 14 14 3  Item 4 Services, Fees, and Compensation Ellevest, Inc. ("Ellevest") is a Securities and Exchange Commission ("SEC") registered investment adviser dedicated to helping women plan for and invest to close the gender investment gap. Founded in November 2014, the Firm is led by CEO Dr. Sylvia S. Kwan. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor each such advisory service to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Ellevest and the words "you," "your," and "Client" refer to you as either a Client or prospective Client of our firm. This brochure describes the Ellevest Membership Services Program (“Ellevest Membership”) which includes discretionary investment advisory management services sponsored by Ellevest, offered through a single Subscription Fee (“Membership Fee”). Additionally, Ellevest offers a suite of related non-advisory services that are made available to clients (discussed in further detail below). As discussed in further detail below, the Membership Fee includes the cost of the provision of investment advice, brokerage services provided through an unaffiliated custodian, and access to various other non-advisory services and benefits made available by Ellevest. Description of Investment Advisory Services Provided within Ellevest Membership Services Program Ellevest Investment Advisory Service for Goals Based Investment Advice investment advisory services are offered online through the firm's website, Ellevest's www.ellevest.com(“The Site”). Through The Site Clients provide information about their financial circumstances and one or more of their investment goals. Based on this information, Ellevest offers a tailored portfolio recommendation for each Client’s specific goal. In doing so, Ellevest considers the Client's time horizon, financial goal(s), salary, gender, and other factors relevant to her goal. Ellevest will then propose an investment plan to her which includes funding, timeline and asset allocation recommendations, as well as a diversified portfolio that may include exchange traded funds ("ETFs") and/or mutual funds and cash equivalents. The investment plan created by Ellevest for each Client is based solely upon the information provided by the Client. As such, the suitability of the investment plan recommendations is limited by, and relies on, the accuracy and completeness of the information provided by the Client. It is the Client’s responsibility to maintain and keep current the information provided to Ellevest so that the investment plan recommendations remain suitable and accurate. A Client that elects to implement Ellevest's recommended investment plan and have her portfolio managed on an ongoing basis by Ellevest must enter into an advisory agreement with Ellevest and open a securities brokerage account and complete an account agreement with Goldman Sachs Custody Solutions (“GSCS”) Inc. an SEC-registered broker dealer that provides execution, clearing, custody, and other brokerage related services to Ellevest Clients. Clients who want to roll over or transfer their retirement plan assets to Ellevest for management may do so after opening an advisory account via The Site , however, Ellevest does not provide advice or recommendations regarding whether or how to transfer or roll over retirement assets to an Ellevest account. As noted above, the investment advice provided by Ellevest is dependent on the information provided by the Client. An advisory account managed by Ellevest may be placed in a restricted status by Ellevest or GSCS for various reasons, including but not limited to: issues related to suspicious activity on the account, Client is determined ineligible to maintain a brokerage account 4  with GSCS, Client information is missing from the Client’s profile, other information required by Ellevest or GSCS for legal or regulatory reasons has not been provided by the Client, or the information necessary to manage and/or operate the account is missing or incomplete. It is the responsibility of the Client to provide any necessary information, or take any action required to resolve the restriction. During the period of time an account is in a restricted status, Ellevest will not be able to manage the advisory account. During such a restriction, however, clients will retain access to all of the other services available through the Membership Services Program. A Client that wishes to terminate their advisory account, or their Ellevest Membership in its entirety, must contact support@ellevest.com to submit their request. All holdings in a Client’s advisory account must be transferred to another brokerage account via the Automated Customer Account Transfer Service (ACATS) or liquidated in full and transferred to a linked bank account via ACH. Prior to the termination of the Client’s Ellevest Membership, Ellevest will act on instructions provided by the Client to facilitate the closure of their advisory account. If prior to withdrawing all of their assets a Client terminates their Ellevest Membership, and thereby their advisory agreement with Ellevest, the Client must contact GSCS directly to finalize the closure of their account. Once a Client’s advisory agreement has been terminated with Ellevest, we are no longer able to take instruction on your account or effect any transactions on your behalf. Description of Additional Services Available within Ellevest Membership Services Program Ellevest Membership Clients have access to the financial planning services discussed below for a discounted fee and access to a "members only" content and education area accessed via the Site. Clients may also attend webinars provided by Ellevest at no additional cost. Description of Additional Services Provided outside Ellevest Membership Services Program Financial Planning Ellevest offers certain financial planning services for an additional fee. Depending on the session selected, Clients will have webinar, live one-on-one virtual meetings, and/or email communications with an Ellevest Certified Financial Planner ("CFP®") for guidance regarding topics such as budgeting, debt management, and financial goals. Implementing Ellevest's Financial Planning Guidance: It is the Client's responsibility to determine if and how the guidance delivered in connection with Ellevest's financial planning consulting service should be implemented or otherwise followed. Clients should carefully consider all relevant factors in making these decisions, and we encourage Clients to consult with their outside professional advisers such as legal counsel, accountant, or tax professional regarding the legal or tax implications of a particular financial planning recommendation, strategy, or investment before implementation of such strategy. Neither Ellevest nor its employees or representatives provide specific tax or legal advice, and our financial planning consulting services are not intended to provide nor should be construed as replacing such advice. Wealth Management Investment Services Ellevest also offers Private Wealth Management and Personal Wealth Management advisory services to high-net-worth individual investors, trusts, foundations and other institutional investors. Ellevest specializes in managing Client assets while seeking to reduce fees, current taxes, and investment risk through diversification. Ellevest does not engage in market timing, make active bets on certain asset or sector classes, or time the selection of individual securities for the purpose of pursuing excess returns. 5  To participate in Ellevest's Wealth Management investment advisory services, Clients will provide information on their financial goals, ability to take on risk, investment time horizon, liquidity needs and other relevant information. Based on the information provided by the Client, Ellevest's Chief Investment Officer and Financial Advisors, or their designees, will work together to create an investment plan considering the Client’s needs and objectives. A Client that elects to implement Ellevest's recommended investment plan will have her assets managed on a discretionary basis, subject to any limitations imposed by the Client. In the future, Ellevest may also offer non-discretionary investment services. Investment Discretion Ellevest has discretionary authority to manage assets on behalf of Clients who participate in the investment advisory services described above. Discretionary trading authority permits Ellevest to make trades in Client accounts on their behalf, so that we may promptly implement the investment plan that the Client has agreed to and make ongoing changes as we believe appropriate. Those changes may include periodic rebalancing of asset classes when one or more asset classes have significantly increased or decreased in value. However, due to differences in how exchange traded funds and mutual funds are traded and settled, there may be additional transition time or transactions needed to effect the portfolio best suited for the Client's goal. Wrap Program Assets Under Management Ellevest has the following wrap program assets under management: Non-Discretionary Amounts Discretionary Amounts $1,063,089,060 $0 Date Calculated 3/11/2025 FEES Clients pay a single Ellevest Membership Fee in the amount of $12 per month, or $129 annually, the cost includes access to the Ellevest Digital Program (inclusive of brokerage and custody services), discounted fees for financial planning services, and access to a "members only" content and education area, regardless of whether the Client elects to utilize any or all of the services available. Ellevest's financial planning services are offered for an additional fee, discounted for Clients enrolled in the Ellevest Membership program. Ellevest reserves the right to waive or reduce any Client’s Membership Fees at its own discretion. In addition, Ellevest reserves the right to update fees and discounts offered at any time in our sole discretion with notice provided to Clients in advance. The Client will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a regular basis, typically monthly or yearly. The Client's initial Membership Fee will be assessed by Ellevest's designated Program third party billing provider (Recurly) after the Client's payment method for paying the Membership Fee (“Payment Method”) has been verified ("the Initial Charge"). Thereafter, the Payment Method will be charged the then-current applicable Membership Fee (including all applicable taxes and fees) on the anniversary date of the date that the Client acknowledged the Ellevest Membership Services Terms and Conditions agreement ("the Billing Date"), based on the Billing Cycle. The Payment Method will automatically be charged at the then-current applicable rate until the Client cancels the service. The Client may cancel the Ellevest Membership program before their next Billing Cycle in accordance with these terms, but payments 6  are nonrefundable and there are no refunds or credits for partially used periods. If a payment is not successfully settled, due to expiration, insufficient funds, lack of verification, or otherwise, we may suspend your access to the service until we have successfully charged a valid Payment Method for the uncollected amount. The Client remains responsible for any uncollected amounts. Legacy users pay different fees in accordance with previously agreed upon terms for their elected services at the time of account opening and as amended over time. Financial Planning Fees for Ellevest Financial Planning services vary depending on the session selected. Further information on the sessions, related fees, and discounts available for Membership Service Program Clients can be obtained from Ellevest. Fee Comparison A portion of the Membership Fee is used to cover the securities brokerage commissions attributed to the management of Ellevest's Clients' portfolios. Transaction charges, the cost of purchasing the security, varies based on the type of transaction (e.g., mutual fund, equity or fixed income security). The number of transactions made in Clients' accounts, as well as the commissions charged for each transaction, determines the relative cost of the service versus paying for execution on a per transaction basis and paying a separate fee for advisory services. Services provided through the Ellevest Digital Program may cost Clients more or less than purchasing these services separately. The Membership Fee may also be higher or lower than fees charged by other sponsors of comparable investment advisory programs. A wrap fee account may not be in the best interest of a Client with minimal or no trading activity as compared to a non-wrap fee account or brokerage account where the Client would otherwise pay trading costs as incurred, but a lower fee in a non-wrap account or no advisory fee in a brokerage account. Fee Discretion The Membership Fee is negotiable. From time to time, Ellevest, in its sole discretion, may offer lower fees through promotions, referrals and other discounts to some accounts that differ from the fees stated above. Other Fees In addition to the Ellevest Membership fee, Clients may incur certain other fees imposed by third party financial institutions. These additional fees and charges may include: Custodial, Clearing and Service Provider Charges: Ellevest's fees do not cover charges imposed by the custodian. These fees include, but are not limited to, ACATS fees, service fees, IRA fees, ETF and mutual fund fees including sales loads and other operating expenses on a fund. The prospectus or offering documents for mutual funds, ETFs or other investments will detail the fees and charges assessed by the managers of those products. Thus, when assets are invested in shares of mutual fund products or ETFs, Clients will pay both the Membership Fee to Ellevest for its services in connection with these investments and the Program more broadly, and management and other fees paid to the mutual fund or other product. In addition, there may be tax effects relating to fund share redemptions or the cancellations of policies made by or on behalf of Clients, as well as deferred sales charges or redemption fees where the investment positions are sold prior to the expiration of a specified holding period. Other Charges: Ellevest's fees do not cover wire transfer fees and taxes, paper statement fees, bounced checks fees, ACH clawback fees due to failed electronic funds transfer, margin extension 7  fees, safekeeping fees, termination fees and early redemption penalties. Direct Fee Debit of Ellevest's Fee Membership Clients authorize Ellevest, the designated Membership third party billing provider, or the Digital Program custodian to deduct the Ellevest Membership fee directly from their brokerage, bank, debit or credit accounts and pay such fees to Ellevest. The custodian will send statements to Clients not less frequently than quarterly, detailing all advisory account transactions. It is the Client's responsibility to verify the accuracy of fee calculation and any advisory account transactions stated. Account Additions and Withdrawals Clients may make additions to and withdrawals from their Program account at any time subject to Ellevest’s right to terminate the Client's account. Additions may be made in cash (check, wire, direct deposit and bill pay), IRA or brokerage transfer via ACATS or via Automatic Clearing House ("ACH”) transaction from the Client's linked checking or savings account. All contributions to the account are subject to a minimum two business day processing period, not including the day the funds arrive, to ensure that the funds have fully settled and are available for investment. Deposited funds will not be invested until after completion of this processing period and can take an additional 5 business days to implement. For IRA or brokerage transfers, addition of securities is subject to GSCS's ability to custody and Ellevest's ability to give direction to trade. Once securities have been transferred, those securities that are not appropriate for the creation of an Ellevest diversified portfolio will be sold, or returned to the account the securities originated from if Ellevest does not have the proper agreements in place to sell such securities on behalf of the Client. Program Clients may withdraw account assets on notice to Ellevest, subject to the usual and customary securities settlement procedures. However, Ellevest designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a Client's investment objectives. Clients are advised that when cash or certain securities are withdrawn, they may be subject to transaction fees. Additionally, in taxable accounts, transactions to sell a security may cause adverse tax consequences. Clients should consult with their tax professionals prior to initiating such sale to understand any tax related ramifications. the Client will be responsible for Account Closure Clients should contact support@ellevest.com to initiate the closure of their account(s). Nominal funds, such as dividends, that may be deposited into Client’s GSCS brokerage account after account closure will automatically sweep to a Client’s new account if the closure was initiated via ACATS. If a Client initiates an account closure by liquidating all holdings and moving the funds via ACH to their linked bank account, contacting GSCS directly at support@folioinstitutional.com to request their assistance to transfer any remaining funds. Claw back of Funds When Clients deposit funds in their account with GSCS for the purchase of securities in connection with one or more of their chosen goals, (collectively, "Purchase Funds"), Ellevest will instruct GSCS to invest these Purchase Funds subject to the processing period. Should the Client have insufficient Purchase Funds in the bank or other account that serves as the funding source for the purchase of securities in their account ("Funding Account"), the bank or other financial institution that maintains this Funding Account ("Funding Bank") may request the return of all or a portion of these Purchase Funds (a so called "Clawback"). In this instance, the Client will direct Ellevest to instruct GSCS to sell those securities acquired with the Purchased Funds ("Purchased Securities") necessary to effectuate the Clawback ("Clawback Amount"). Further the Client directs Ellevest to instruct GSCS to allocate any gain from the sale of the Purchased Securities exceeding the Clawback Amount to the Client's account for continued investment ("Clawback Gain"). Under no circumstances, does the Client direct or otherwise authorize Ellevest to instruct GSCS to transfer the Clawback Amount or Clawback Gain 8  to herself, the Funding Bank or any other person. Consequently, Ellevest will not have custody or possession of any of the Client’s funds or securities in connection with the Clawback. Notwithstanding the foregoing, the Client should understand that, depending on market conditions, the sale of Purchased Securities may not be sufficient to satisfy the Clawback Amount ("Clawback Loss"). In this instance, the Client authorizes Ellevest to determine those additional securities and other investments in her account that must be sold to eliminate the Clawback loss ("Clawback Assets") and instruct GSCS to liquidate the Clawback Assets, without prior notice to herself. Liquidation of the Clawback Assets, generally, will be made as follows: First from any remaining cash in the Client's account, next from any remaining cash equivalents, and finally from the liquidation of securities. In the event the sale of Clawback Assets are insufficient to cover the Clawback loss and Ellevest is obligated to reimburse GSCS for any remaining Clawback amount out of its own resources, Ellevest reserves the right to pursue other legal remedies against the Client if there is insufficient value from the sale of the securities in the Client's account to return the funds that are clawed back from the Client's bank. Item 5 Account Requirements and Types of Clients Participation in Ellevest Membership Services Program does not require that you make a minimum deposit or that you maintain a minimum account balance in your account. However, advisory assets that are less than the greater of $1 or the portfolio specific minimum balance (which may fluctuate from time to time but can range from $1 to approximately $240), will not receive the complete asset allocation intended until sufficient contributions are received to reach the minimum account balance threshold and invested when reasonable to do so, at Ellevest's sole discretion. Item 6 Portfolio Manager Selection and Evaluation Ellevest is the sponsor and sole portfolio manager for the Ellevest Digital Program. Ellevest's Chief Investment Officer oversees and is responsible for the investment advice offered in each Program. Investment Strategies and Methods of Analysis The Firm offers two sets of globally diversified investment portfolios under the Program that are personalized to a Client's goal, time horizon, current financial assets, and earnings power. Clients may elect to implement an Ellevest impact portfolio or a traditional portfolio. Impact Investments The impact investments made available in the Ellevest Impact Portfolio are investments that have some focus on gender diversity, women’s leadership and advancement, high environmental and governance standards, and social impact. Investment returns from strategies with a designated focus, or strategies that exclude certain sectors of the market may differ from general market returns. For example, an investment strategy that excludes fossil fuels will not participate in the returns from fossil fuel investments, which are usually included as part of a general investment strategy intended to generate market returns. Ellevest Impact Portfolio An Ellevest Impact Portfolio is a globally diversified portfolio of mutual funds and ETFs comprised of both impact and non-impact investments. The proportion of impact investments in an Ellevest Impact Portfolio varies and is based upon the portfolio Ellevest recommends for each Client based upon her goal, time horizon, current financial assets, and earnings power. Due to the lack of suitable impact investments in all asset classes, no Impact Portfolio is comprised exclusively of impact investments. Additional impact investments may be added to Ellevest Impact Portfolios as suitable investments become available. 9  Ellevest Core Portfolio An Ellevest Core Portfolio is a globally diversified portfolio of low-cost ETFs. Core Portfolios do not hold impact investments as defined above. Management through Similarly Managed "Model" Accounts. Ellevest manages Program accounts through the use of similarly managed "model" portfolios, whereby the Firm, depending on whether the Client selects an impact or traditional portfolio, allocates all or a portion of its Clients' assets among ETFs, mutual funds and cash equivalents on a discretionary basis using one or more of its proprietary investment strategies. To implement its investment strategies and to manage Client accounts, the firm has developed a set of algorithms which drive portfolio and savings recommendations, as well as rebalancing. For each goal, Ellevest invests in portfolios of ETFs and/or mutual funds. Through the automated program, Clients may change the horizon of their goal, which will likely result in a different portfolio allocation and holdings. In general, choosing a shorter horizon will result in a more conservative portfolio, and choosing a longer horizon will result in a more aggressive portfolio. Ellevest allows only limited adjustment because it believes its automated program creates an investment plan that is best suited for the Client, based on her goals. Ellevest has developed proprietary algorithms to automatically monitor and manage digital accounts as well as processes and reports that help identify Client accounts which may need rebalancing and/or other investment consideration. Such consideration may require manual management and action by Ellevest personnel. Methods of Analysis To effect the investment strategy selected by the Client, the Firm has developed a set of algorithms that determine the underlying recommendations, including the selection of appropriate portfolios, for each Client’s goal. The algorithms are also used to manage and monitor each Client's account and goals. Ellevest does not engage in general market-timing, or specific timing of economic cycles, asset or sector classes, or individual securities. Ellevest's primary approach is a strategic asset allocation aimed at reducing overall portfolio risk through diversification. The asset allocations are based upon tenets of modern portfolio theory and liability relative optimization and are integrated into Ellevest’s algorithms. Such an approach considers the Client's stated financial goal and is based upon assumptions about future economic factors such as inflation, interest rates, and the risk and return characteristics of asset classes and their correlations. This is effected, depending on the investment preference elected by the Client, through the use of ETFs and/or mutual funds and cash equivalents. Such assets are all subject to varying degrees of investment, market, credit, interest rate, and regulatory risks. Moreover, Clients should be aware that diversification does not ensure a profit or protect against a loss in a declining market. There is no guarantee that any particular asset allocation or mix of funds will meet their investment objectives or provide a given level of income or return. Forecasts. Ellevest offers forecasts or projections of investment outcomes. Forecasts are estimates only, based upon numerous assumptions about future capital markets returns and economic factors such as interest rates and inflation, a Client's salary growth and savings rates, the value of social security benefits, as well as information supplied by a Client. As estimates, they are imprecise and hypothetical in nature, do not reflect actual investment results, and are not guarantees of future results. Additionally, they are subject to change over time with updates to our algorithm or underlying assumptions and may be materially impacted by a Client's failure to update their personal and financial information. Rebalancing and Ongoing Management. To participate in the Program, Clients must agree to have their accounts automatically rebalanced periodically at Ellevest's discretion to the model strategy. However, Ellevest's ability to rebalance a Client's portfolio will be constrained and a rebalance will not 10  occur until the Client has the portfolio specific minimum account balance necessary to generate the required shares. This minimum is a function of account balance and share price of individual holdings may fluctuate from time to time. In addition, as part of our ongoing portfolio management process, Ellevest will determine, at least annually, how the Client's allocation should be adjusted as the time horizon of the goal approaches and will automatically rebalance the Client's allocation to a new model strategy if needed. This is commonly referred to as a glide path. Further, paid dividends that accrue in your investment goal portfolio will be used for rebalancing when the portfolio drifts outside of allowed thresholds. Rebalancing activity may be limited or paused if the account is in restricted status or there are account trading restrictions placed on the Client brokerage account. When transacting, Ellevest will sell shares with the largest losses first, and largest gains last, regardless of long or short-term tax status. While the Firm seeks to ensure that Clients' assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done without regard to a Client's individual tax ramifications. As a consequence of rebalancing, Clients may incur potentially adverse tax consequences. Performance Based Fees and Side-By-Side Management Ellevest does not charge performance-based fees (i.e., a fee based on a share of capital gains or capital appreciation of a Client's assets). Voting of Client Securities Ellevest does not vote proxies on behalf of Clients or advise Clients regarding voting proxies for securities held in the Program. Risk of Loss Investing involves risk, including the potential loss of principal. This is a risk borne by the Client. Ellevest constructs portfolios with allocations across multiple asset categories. This asset category diversification is intended to reduce the volatility in a Client's investment portfolio when compared to a single asset category, such as large cap growth stocks. While a diversified investment portfolio, including a portfolio of investment products representing different asset categories, can mitigate some risks, it does not and cannot prevent possible loss. The performance of Ellevest’s recommendations and/or investment decisions depend upon market movements and the combination of asset classes selected by Ellevest. There can be no assurance that a Client will achieve her goals or positive investment performance over any period of time. While it is not possible to enumerate all possible risks, below are some of the common factors that can produce a loss in a Client's account and/or in a specific investment product, asset category or even in all asset categories. • Market Risk: The price of a security, bond, or mutual fund and/or exchange-traded fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's particular underlying circumstances. For example, political, economic and social conditions may trigger market events. • Price Volatility: The price of an investment product's shares may fluctuate, even significantly, in a short period of time. • Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. 11  • Category or Style Risk: During various periods of time, one category or style may underperform or outperform other categories and styles. • • • Tracking Risk: Ellevest's traditional portfolios are designed to capture general market returns using low-cost ETFs. Ellevest's Impact Portfolios may exclude, overweight, or underweight some sectors of the market, which may result in investment returns different from general market returns. 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, and the market value of any mutual fund and/or exchange- traded fund holding those bonds. Inflation Risk: When any type of inflation is present, purchasing power may be 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. In addition, investments for the Program may focus on certain market sectors or classes of securities and carry additional risks. For example, Clients should be aware of the following: • Equity strategies, including investing in individual companies, involve investments in common stocks and are subject to the volatility and individual risks associated with those stocks; • Exchange Traded Funds (ETF) are designed to track the performance of a benchmark index. Shareholders are subject to the risks stemming from the individual issuers of the fund's underlying portfolio securities. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent net asset value ('NAV"), which is generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Also, shareholders are liable for taxes on any fund-level capital gains, as ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Real estate investment trusts or funds are subject to risks of the specific commercial or housing market in which the assets are invested, as well as interest rate risk; • Small Cap and Emerging Market securities tend to be more volatile relative to the overall market; • Bonds may "guarantee" return of principal if held to maturity, but any guarantee remains subject to the creditworthiness of the guarantor and, prior to maturity, the bond remains subject to interest rate, inflation and credit risks; • Bond funds of all types are subject to the various risks of the underlying fixed income instruments in the fund, and there is no fixed maturity date; • High Yield bonds expose the investor to investments in lower credit quality securities and hence risk of default and higher volatility; • Tax-Exempt bonds may or may not provide returns higher than the after-tax returns of taxable • bonds, so Clients should consider their tax bracket and state of residence; International/Global/Foreign securities expose the investor to currency risk and political, social and economic risks of the countries in which the securities are domiciled, in addition to the equity or debt nature of the securities involved. Investment in the Ellevest Digital Program also bear risks related to relying on technology, algorithms, third-party data, and digital advice generally, including the following: 12  • Limited Nature of the Digital Advice: Ellevest’s advice is limited based on the information Clients provide through Ellevest’s website, app, and other digital platforms (collectively, the “Site”). The Ellevest Digital Program: (i) relies on certain information provided by Clients through the Site in providing investment advice and does not verify the completeness or accuracy of any such information; (ii) is not a complete investment program; (iii) does not consider assets, investment concentration, debt, or other accounts a Client may have outside of those managed through the Ellevest Digital Program; (iv) offers a limited number of asset allocation models, strategies, profiles, and underlying instruments; and (v) is not suitable for all investors. In addition, the universe of investment products offered to Clients is currently limited and generally consists of certain ETFs and mutual funds. There could be one or more products available in the investment community that is more appropriate than the investment products made available through the Ellevest Digital Program. Given the inherent limitations of the Ellevest Digital Program, Clients should carefully consider whether such program is the right investment solution for their needs. • Reliance on Algorithms: Ellevest’s use of algorithms to provide investment advisory services carries the risk that changes to an algorithm’s code may not have the desired effect with respect to Client accounts, and there is no assurance that an algorithm will always work as intended or produce the optimal results. The algorithms used by Ellevest are based on a number of assumptions. The algorithms assume that portfolio holdings quantity and price data is accurate and complete. Any decisions made in reliance upon incorrect data expose Clients to potential risks. There is a risk that the algorithms and data input into the algorithms could have errors, omissions, imperfections, and malfunctions, which are often extremely difficult to detect. Some algorithm issues may go undetected for long periods of time, and some may never be detected. It is also possible that the algorithms do not accurately and efficiently forecast security and portfolio risk. While this risk increases if changes to the algorithms are insufficiently tested prior to implementation, even extensively tested changes may not produce the desired effect over time. Also, while algorithms use inputs based on historical observations, past performance does not guarantee future results. In addition, algorithms and the software used in a digital advisory program may be subject to failure, viruses, loss of access and other events that may impair access to the Ellevest Digital Program, or otherwise disrupt management of Client accounts in the Ellevest Digital Program. These failures or disruptions could impact Client accounts and Clients’ ability to meet their investment objectives, and may result in loss of principal (see Cybersecurity Risk below). • Reliance on Third-Party Data. The Ellevest Digital Program and its algorithms are highly reliant on data from third-party and other external sources. Ellevest will use its discretion to determine what data to gather with respect to any strategy or method, which could have an impact on trading decisions. In addition, due to the automated nature of such data gathering and the fact that much of this data comes from third-party sources, not all desired and/or relevant data will be available to, or processed by, Ellevest at all times. There is no guarantee that any specific data or type of data will be utilized in generating or making trading decisions on behalf of the Clients, nor is there any guarantee that the data actually utilized in making investment and trading decisions on behalf of Clients will be the most accurate data available or free of errors. • Cybersecurity Risk: The successful deployment, implementation, and operation of Ellevest’s investment activities, strategies, algorithms, and technology could be severely compromised by system or component failure, telecommunications failure, power loss, a software-related “system crash,” unauthorized system access or use (such as “hacking”), computer viruses and similar programs, fire or water damage, human errors in using or accessing relevant systems, or various other events or circumstances. It is not possible to provide comprehensive and foolproof protection against all such events, and no assurance can be given about the ability of applicable third parties to continue providing their services. Any event that interrupts such computer and/or telecommunications systems or operations could have a material adverse effect on Clients, including by preventing Ellevest from trading, modifying, liquidating, and/or 13  monitoring its Clients’ investments. These events or failures could have a material impact on Client accounts and Clients’ abilities to meet their investment objectives. In addition, Clients should be aware of the risk of attempted cyber-attacks, including denial-of-service attacks, and harm to technology infrastructure and data from misappropriation or corruption. Due to Ellevest’s interconnectivity with third-party vendors, central agents, exchanges, clearing houses, and other financial institutions, Clients could be adversely impacted if Ellevest, or the third parties on which it relies, is subject to a cyber-attack or other information security event. Although Ellevest takes protective measures and endeavors to modify them as circumstances warrant, its computer systems, software, and networks may be vulnerable to unauthorized access, issues, computer viruses or other malicious code, and other events that could have a security impact. In the case of events that interrupt Ellevest’s computer and/or telecommunications systems or operations, Ellevest hopes to resume trading, modifying, liquidating, and/or monitoring its Clients’ investments relatively promptly, subject to any circumstances that are outside of Ellevest’s control. In the case of severe business disruptions (e.g., regional power outage or loss of personnel), Ellevest may not resume such activities for one or more business days because (among other things) such resumption is dependent on other critical business constituents, such as brokers and exchanges, and on the nature of the disruption. Although the foregoing reflects Ellevest’s objectives, designs, and plans, no assurance can be given that these objectives, designs, and plans will be realized, or that, in particular, Ellevest would be able to resume operations following a business disruption. Item 7 Client Information Provided to Portfolio Managers Ellevest acts as the sole portfolio manager under the Program and, as such, the Firm does not share Ellevest Membership Program Client information with any other portfolio managers to deliver investment advice to Client accounts. Item 8 Client Contact with Portfolio Managers The Program offers advisory services provided through an automated interactive web-based platform. Ellevest collects information about the Client's financial circumstances, goals, and objectives through this platform to offer an appropriate Investment Plan for the Client's needs. Since no investment advice is provided from direct Client contact with portfolio managers, Clients should update their information on the platform if their financial condition changes so that they may review any recommended alternative investment advice via the platform. Ellevest relies upon the accuracy of the information entered by the Client when proposing an Investment Plan. The Investment Plan may not be suitable if the Client has provided incorrect or out-of-date information. Information regarding a Client's portfolio holdings and tracking to goal will be available to Clients through Ellevest's platform. Clients may contact Ellevest at support@ellevest.com during its business hours with questions about the service or service functionality. Item 9 Additional Information Disciplinary Information Ellevest has not been involved in any legal or disciplinary events that are material to a Client’s evaluation of its advisory business or the integrity of its management. Other Financial Industry Activities and Affiliations 14  SimplySmart Asset Management and Grinnell College The Firm's CEO and Chief Investment Officer, Sylvia Shiu Han Kwan, is the Chief Investment Officer and majority owner of SimplySmart Asset Management ("SimplySmart"), a California registered investment adviser. Ms. Kwan works full-time at Ellevest. Although her duties at SimplySmart include business and portfolio management, her service to SimplySmart is not expected to conflict with her obligations to Ellevest. Additionally, Ms. Kwan is a member of Exit 182 Group LLC (formerly the Investment Committee) of Grinnell College where she shares responsibility for fiduciary oversight of the College’s endowment. These activities do not conflict with her obligations to Ellevest. Morningstar, Inc. Morningstar, Inc. ("Morningstar") has a minority equity interest in the Firm. Ellevest has separately engaged Morningstar to provide certain services, including its wealth forecast estimators and consultation regarding the make-up of the portfolios (including specific ETFs included in Client portfolios). Morningstar's ownership interest in Ellevest may create the appearance of a conflict of interest. However, Ellevest will use Morningstar's services if it is in the best interest of Clients. Further, Morningstar has no control over Ellevest's investment decision making process. Code of Ethics Ellevest has adopted a Code of Ethics ("Code") as required by the applicable securities laws. The Code establishes and reinforces a standard of business conduct expected of its supervised persons and provides specific guidance related to managing conflicts of interests. This includes procedures to: (1) prevent access to material nonpublic information about Ellevest's securities recommendations and Client securities holdings and transactions by individuals who do not need the information to perform their duties; (2) review and approval of certain securities transactions and holdings by supervised persons with access to Client information; and (3) report of any internal violations of the code. Ellevest will provide a copy of its Code to Clients and prospective Clients upon request. To request a copy of the Code, please contact Ellevest at support@ellevest.com. Account Reviews Ellevest monitors Program Clients' portfolios on an ongoing basis to identify situations that may warrant a more detailed review or a specific action on behalf of a Client. Additionally, Ellevest will contact Clients on at least an annual basis to ask if there have been any changes to their financial situation and investment objectives. Clients will be reminded to update their information. Reviews are generally conducted under the supervision of the firm's Chief Investment Officer. Compensation for Client Referrals Ellevest does not compensate any person or entity, directly or indirectly, for client referrals. Brokerage and Custody Practice We seek to use a custodian/broker who will hold your assets and execute transactions on terms that are overall most advantageous when compared with other available providers and their services. We consider a wide range of factors, including these: • Capability to execute, clear, and settle trades (buy and sell securities for your account) • Capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of investment products made available (mutual funds, exchange-traded funds (ETFs), etc.) • Availability of investment research and tools that assist us in making investment decisions • Quality of services • Competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate them • Reputation, financial strength, and stability of the provider 15  • Their prior service to us and our other Clients • Availability of other products and services that benefit Ellevest, as discussed below 16  Duty to Seek Best Execution Ellevest's use of GSCS will comply with the Firm's duty to seek "best execution." In seeking best execution, the determinative factor is not just cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the broker's services described above. Directed Brokerage To participate in the Program, Clients must direct all brokerage transactions for their accounts to GSCS. Clients cannot designate or select a different broker for trade execution. Not all investment advisers require clients to direct brokerage to a particular broker. Ellevest has an incentive to require you to direct brokerage to GSCS because Ellevest has an economic relationship with GSCS, which creates a conflict of interest for Ellevest. Because we require you to direct brokerage to GSCS, we may be unable to achieve the most favorable execution of Client transactions, which may cost Clients more money. Trade Aggregation When Ellevest considers it to be in your best interest, we may, but are not required to, aggregate your order for the sale or purchase of securities for your account with orders for other Clients of the Program. Under this approach, the transactions may be averaged as to the price and will be allocated among our Clients in proportion to the purchase and sale orders placed for each Client account. Trade Errors Consistent with its fiduciary duties, Ellevest's policy is to exercise care in making and implementing investment decisions for Client accounts. Ellevest typically employs validation tests and operational quality control procedures. However, Ellevest relies on a significant amount of data from multiple sources and cannot guarantee that all relevant data are free from error. Under Ellevest's policy, a trade error with potential material impact is defined as one that results in an asset allocation that differs from the Client's target asset allocation by more than the ranges established in Ellevest's Rebalancing policy. Such errors will be further researched to determine whether Clients were economically harmed as a result of the error. Where it is determined that Ellevest caused the error, as defined above, the Client will be reimbursed by Ellevest for losses directly attributable to Ellevest's error. Custody Ellevest does not maintain custody of the investment advisory assets that we manage. Your assets are held in an account at a "qualified custodian". For Ellevest Membership Clients, the custodian is GSCS. While Ellevest instructs the custodian or third-party billing provider to withdraw its fees, the custodian, GSCS maintains actual custody of Client assets. Ellevest Membership Clients will receive account statements from GSCS or the designated Program third party billing provider at least quarterly, which will reflect the withdrawal of any fees. All Clients are advised to review their account statements promptly to confirm the accuracy of the information contained. Should discrepancies or errors be found, Clients should contact Ellevest, the designated Program third party billing provider or GSCS directly. Services Available to us from GSCS Ellevest receives without cost from GSCS, technology and related systems support that allows Ellevest to better monitor Client accounts maintained at GSCS. Ellevest receives this technology and support without cost as the Firm renders investment advisory services to Clients that maintain accounts at GSCS. The technology and support services are not provided for the direction of securities transactions in Client accounts (i.e., no "soft dollars") to GSCS. Financial Information 17  In certain circumstances, registered investment advisers are required to provide you with financial information and disclosures about their financial condition. Ellevest does not have any financial condition that is reasonably likely to impair it from meeting its contractual commitments to Clients and has never been subject of a bankruptcy proceeding. 18