FIELDER CAPITAL GROUP LLC

a Registered Investment Adviser* 1222 Demonbreun Street, Suite 1610 Nashville, TN 37203 212-918-4860 www.fieldercapital.com CRD #156737 March 27, 2025 This brochure provides information about the qualifications and business practices of Fielder Capital Group LLC. If you have any questions about the contents of this brochure, please contact us at info@fieldercapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Fielder Capital Group LLC is also available on the Internet at www.adviserinfo.sec.gov. You can view our firm’s information on this website by searching for Fielder Capital Group LLC or our firm’s CRD number 156737. *Registration as an investment adviser does not imply a certain level of skill or training. 1  Item 2. Material Changes In this Item, Fielder Capital Group LLC (“Fielder”) is required to discuss any material changes that have been made to the brochure since the last annual amendment dated March 28, 2024. Fielder has made the following material changes to this brochure: Item 8: Fielder Capital now manages portfolios of private investment vehicles through its agreements with GLASfunds, LP and GLASfunds, SPC, which are unaffiliated third parties. We will provide each client with a summary of any material changes to this and subsequent disclosure brochures within 120 days after our firm’s fiscal year ends. Our firm’s fiscal year ends on December 31, so clients will receive the summary of material changes no later than April 30 each year. At that time, we will also offer or provide a copy of the most current disclosure brochure. We may also provide other ongoing disclosure information about material changes, as necessary. 2  Item 3. Table of Contents Item 2. Material Changes .............................................................................................................................................. 2 Item 3. Table of Contents ............................................................................................................................................. 3 Item 4. Advisory Business ............................................................................................................................................ 4 Item 5. Fees and Compensation .................................................................................................................................... 9 Item 6. Performance-Based Fees and Side-by-Side Management .............................................................................. 13 Item 7. Types of Clients ............................................................................................................................................. 13 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 14 Item 9. Disciplinary Information ................................................................................................................................ 19 Item 10. Other Financial Industry Activities and Affiliations .................................................................................... 19 Item 11. Code of Ethics .............................................................................................................................................. 19 Item 12. Brokerage Practices ...................................................................................................................................... 20 Item 13. Review of Accounts ..................................................................................................................................... 24 Item 14. Client Referrals and Other Compensation .................................................................................................... 24 Item 15. Custody......................................................................................................................................................... 25 Item 16. Investment Discretion ................................................................................................................................... 26 Item 17. Voting Client Securities ............................................................................................................................... 26 Item 18. Financial Information ................................................................................................................................... 27 3  Item 4. Advisory Business Fielder offers a variety of advisory services, which include investment advisory, family office, and retirement plan services. Prior to Fielder rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with Fielder setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). Fielder is the successor entity of Fielder Management, Inc., which was formed in 2009. Frank C. Byrd III is the Managing Member, Chief Compliance Officer and 61.66% owner of Fielder. Stephen L. Korn is the Chief Investment Officer and 33.34% owner of Fielder. Nathan R. Frigge is Partner and 5% owner of Fielder. As of December 31, 2024, Fielder has a total of $1,063,292,971 in assets under management, $1,022,851,148 of which Fielder manages on a discretionary basis and $40,441,823 of which Fielder manages on a non-discretionary basis. While this brochure generally describes the business of Fielder, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on Fielder’s behalf and is subject to the Firm’s supervision or control. Investment Advisory Services Fielder manages client investment portfolios on a discretionary or non-discretionary basis. Fielder manages portfolios on a discretionary basis based upon the client’s objectives, risk tolerance, time horizon and other related factors. For discretionary accounts, Fielder typically constructs a strategic allocation of assets, primarily among individual equity and debt securities, mutual funds (including interval funds), exchange-traded funds (“ETFs”), variable annuity products and Independent Managers (as defined below). Fielder can invest in private placement securities, which can include debt, equity, and/or pooled investment vehicles for the clients who are “accredited investors” as defined under Rule 501 of the Securities Act of 1933, as amended, when consistent with the clients’ investment objectives. While Fielder does not currently employ the use of futures or options directly as a part of its strategy, it may invest in these products indirectly through private investment vehicles or other products. Fielder can also provide advice about any other type of investment held in clients’ portfolios. Fielder can also render non-discretionary investment management services to clients. These services can relate to assets held in clients’ individual employer-sponsored retirement plans, variable life/annuity products that they own, and/or 529 plans or other products which are not held by the clients’ primary custodians. In so doing, Fielder either directs or recommends the allocation of client assets among the various investment options that are available within the product. Client assets are maintained at the specific insurance company or custodian designated by the product’s provider. Fielder can also provide nondiscretionary advice about any other type of investment otherwise held by clients. Fielder also provides specialized investment management services on an individually negotiated basis on behalf of certain clients. Fielder tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. Fielder consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. 4  Clients are advised to promptly notify Fielder if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Fielder determines, in its sole discretion, the conditions will not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Retirement Plan Rollover Recommendations When Fielder provides investment advice about a client’s retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to an IRA, or make a distribution from the retirement plan account, we acknowledge that Fielder is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. Fielder operates under a special rule that requires Fielder to act in a client’s best interest and not put Fielder’s interest ahead of a client’s. Under this special rule’s provisions, Fielder must act as a fiduciary to a retirement plan account or IRA under ERISA/IRC, which requires that Fielder: • Meet a professional standard of care when making investment recommendations (e.g., give prudent advice); • Never put the financial interests of Fielder ahead of a client when making recommendations (e.g., give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that Fielder gives advice that is in the client’s best interest; • Charge no more than is reasonable for the services of Fielder; and • Give a client basic information about conflicts of interest. To the extent Fielder recommends a client roll over the client’s account from a current retirement plan account to an individual retirement account managed by Fielder, please know that Fielder and its investment adviser representatives have a conflict of interest. Fielder can earn increased investment advisory fees by recommending that clients roll over their accounts at the retirement plan to an IRA managed by Fielder. Fielder will earn fewer investment advisory fees if a client does not roll over the funds in the retirement plan to an IRA managed by Fielder. Thus, Fielder’s investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA. This is a conflict of interest because Fielder’s recommendation that a client open an IRA account to be managed by Fielder can be based on Fielder’s economic incentive and not based exclusively on whether or not moving the IRA to Fielder’s management program is in the client’s overall best interest. 5  Fielder has taken steps to manage this conflict of interest. Fielder has adopted an impartial conduct standard whereby the investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in Fielder receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by Fielder and Fielder’s supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover. When providing advice to a client regarding a retirement plan account or IRA, Fielder investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of Fielder or its affiliated personnel. Use of Independent Managers As mentioned above, Fielder selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager may be set forth in a separate written agreement with the designated Independent Manager. In addition to this brochure, clients can also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. Fielder evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves, and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance, and risk results in relation to its clients’ individual portfolio allocations and risk exposure. Fielder also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. Fielder continues to provide services related to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. Fielder seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Family Office Services Fielder can provide clients with financial planning, investment advisory, reporting, and administration services under the firm’s Family Office Services, which address any or all of the following: • Financial planning: o Guide proactive planning for client’s family (cash flow, tax, risk, estate, legacy, philanthropy, etc.) o Facilitating and coordinating client’s team of experts (such as attorney, CPA, insurance agent, etc.) 6  Investment advisory: • o Portfolio management and investment counseling o Sourcing, vetting, and facilitating public and private investments • Reporting: o Consolidated reporting on client’s accounts and private funds (including performance, cash flows, attribution, and asset allocation) • Administration: o Tracking, collecting, and facilitating delivery of K1’s and 1099’s to client’s tax professional o Facilitating wire transfers or ACH for bill payment, capital calls, charitable donations, etc. o Providing centralized, secure archiving and organization of clients’ important documents (wills, trusts, deeds, titles, etc.) Fielder’s recommendations are based upon each client’s individual objectives, time horizon, risk tolerance, and other related factors. In performing these services, Fielder is under no obligation to verify any information provided by the client or by the client’s other professionals (such as attorney or accountant). Fielder is expressly authorized to rely on such information. Fielder can recommend its own services as well as those of other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if Fielder recommends its own services. The client is under no obligation to act upon any of the recommendations made by Fielder under a financial planning or consulting engagement, nor is the client obliged to engage the services of any recommended professional, including Fielder itself. The client is free to accept or reject any of Fielder’s recommendations and has complete discretion regarding the implementation of such recommendations. It is the client’s responsibility to promptly notify Fielder of any changes in financial situation or financial objectives so that Fielder can review and revise its prior recommendations and/or current services. Retirement Plan Services Fielder offers retirement plan services to retirement plan sponsors and to individual participants in retirement plans. For a corporate sponsor of a retirement plan, our retirement plan services can include, but are not limited to, the following services: Fiduciary Management Services Fielder provides clients with the following Fiduciary Retirement Plan (“Plan”) Management Services: • Discretionary Management Services. Fielder will provide the client with continuous and ongoing supervision over the designated retirement plan assets. Fielder will actively monitor the designated retirement plan assets and provide advice regarding buying, selling, reinvesting, or holding securities, cash, or other investments of the Plan. We have discretionary authority to make all decisions to buy, sell or hold securities, cash, or other investments for the designated retirement plan assets in our sole discretion without first consulting with the client. We also have the power and authority to carry out these decisions by giving instructions, on a client’s behalf, to brokers and dealers and the qualified custodian(s) of the Plan for our management of the designated retirement plan assets. • Discretionary Investment Selection Services. Fielder will monitor the investment options of the Plan and add or remove investment options for the Plan. Fielder will have discretionary authority to make all decisions regarding the investment options that will be made available to Plan participants. 7  When a client elects to utilize any of Fielder’s Fiduciary Management Services, then Fielder will be acting as an Investment Manager to the Plan, as defined by ERISA section 3(38), with respect to our Fiduciary Management Services, and Fielder hereby acknowledges that it is a fiduciary with respect to its Fiduciary Management Services. Securities and other types of investments all bear distinct types and levels of risk. Those risks are typically discussed with clients in defining the investment policies and objectives that will guide investment decisions for their qualified plan accounts. Upon request, as part of our retirement plan services, we can discuss those investments and investment strategies that we believe tend to reduce these risks for a particular client’s circumstances or for plan participants. Clients and plan participants must realize that obtaining higher rates of return on investments entails accepting higher levels of risk. Based upon discussions with the client, we will attempt to identify the balance of risks and rewards that is appropriate and comfortable for the client and other employees. It is still the clients’ responsibility to ask questions if the client does not fully understand the risks associated with any investment. All plan participants are strongly encouraged to read prospectuses, when applicable, and ask questions prior to investing. We strive to render our best judgment for clients. Still, Fielder cannot assure that investments will be profitable or assure that no losses will occur in their portfolios. Past performance is an important consideration with respect to any investment or investment advisor, but it is not necessarily an accurate predictor of future performance. Fielder will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to the client any change to the information that we are required to disclose under ERISA Regulation Section 2550.408b- 2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable). In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or Plan Administrator (unless such disclose is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to the Qualified Retirement Plan Agreement and any compensation or fees received in connection with the Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), we will disclose to the client the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learned of such error or omission. Retirement Plan Participant Services We provide an additional service directly to participants of retirement plan accounts where Fielder has discretion and may leverage an Order Management System to implement tax-efficient asset location and opportunistic rebalancing strategies on behalf of the client. These are primarily 401(k) accounts. We regularly review the available investment options in these accounts, monitor them, and rebalance and implement our strategies in the same way we do other accounts, though using different tools, as necessary. 8  Through an arrangement with Pontera Solutions Inc. (formerly known as “FeeX, Inc.”), an unaffiliated third-party, Fielder is able to gain access to clients’ accounts not held at one of our primary brokerage platforms using the Pontera Order Management System software, to facilitate discretionary investment management of and execute trade orders for retirement plan participant accounts such as 401k or 403b accounts). If clients choose to grant Pontera Solutions Inc. access to these accounts, Fielder can regularly review the investment options in the accounts, as well as monitor, rebalance, and trade them to implement investment strategies the same way we do for their other accounts under our management. Administrative Services Provided by Orion Advisor Services, LLC Fielder has contracted with Orion Advisor Services, LLC (referred to as “Orion”) to utilize its technology platforms to support data reconciliation, performance reporting, fee calculation and billing, client database maintenance, quarterly performance evaluations, and other functions related to the administrative tasks of managing client accounts. Due to this arrangement, Orion will have access to client accounts, but Orion will not serve as an investment adviser to Fielder clients. Clients will not incur additional fees with the firm’s use of Orion. Item 5. Fees and Compensation Fielder offers services on a fee basis, which can include fees based upon assets under management, fixed fees, or a combination of both types of fees. Investment Advisory Fees Fielder’s standard investment advisory fee is based on the amount of gross assets under the Firm’s management. This fee is generally inclusive of all investment management, investment counseling, and certain family office services. Fielder’s standard investment advisory fee varies, depending upon the size of a client’s portfolio, in accordance with the following blended fee schedule. ANNUALIZED FEE ASSETS UNDER MANAGEMENT First $5 million 0.77% Next $5 million 0.59% Over $10 million 0.49% This is a blended fee schedule, meaning that the assets in a client’s account will be billed at different levels according to the fee schedule above. The cumulative fee percentage for client’s account will be a blended rate based on the fee percentages applied to each asset tier. Some existing clients of Fielder may be subject to legacy fee schedules that are different than the fee schedule shown above. Some legacy accounts below our current account minimum pay us higher fee rates. For qualified plans, such as a 401(k), in which the client is a participant, Fielder charges an annualized fee of 0.49%, regardless of the level of assets. 9  Fielder calculates and charges the annual fee quarterly in advance, based upon the market value of the gross assets being managed by Fielder on the last trading day of the previous billing period as provided by Orion, our third-party technology platform provider, unless Fielder otherwise agrees in writing. Cash and accrued interest are included in the market value for billing purposes. The aggregate value of the managed account shall be determined based on such asset statements as provided by Orion or by any investment vehicle utilized in the account. As such, a client may see slight differences in the quarter-end market value of the client’s account from the custodian’s statement as compared to the market value of the account from Orion. This is due to differences in the treatment of accrued interest posting, trade date versus settlement date, and other variables. As such, the client’s quarterly fee may be more or less than if the aggregate net value of the managed account was based on the statements provided by the qualified custodian. Fielder Capital does not adjust the quarterly fee for such variances. Margin loans will result in clients paying a higher fee since Fielder calculates the management fees based on the gross assets in the account rather than net of any margin loan balance. If a client initiates or terminates a managed account during a calendar quarter, Fielder will charge a prorated fee. Upon termination of any account, Fielder will promptly refund any prepaid, unearned fees. Any earned, unpaid fees will be due and payable. If assets are deposited into or withdrawn from an account after the inception of a quarter that exceed ten percent (10%) of the portfolio value as of market close of the day prior to the transaction, the fee payable with respect to such assets is prorated based on the number of days remaining in the quarter. Alternatively, in lieu of an asset-based fee, Fielder may charge a flat annual fixed fee, or in some cases, a combination of the two types of fees, which is disclosed in the client’s Investment Management Agreement. The annual fixed fee starts at a range of $25,000 to $180,000, but may be greater based upon certain criteria, such as the scope, duration, and nature of the engagement, as well as the experience and seniority of the financial professional(s) staffed for the engagement. Fielder may also take into consideration the client’s anticipated future earning capacity, the current and anticipated future dollar amount of assets to be managed, pre-existing/legacy client relationship, related accounts, account composition, and account retention. For specialized engagements, Fielder can negotiate a different fee arrangement that does not utilize the above-referenced blended fee schedule. Fees resulting from such arrangements can be lower than fees outlined in the above-referenced fee schedule. Employees of Fielder receive our investment management advisory services at no charge. Assets Under Administration Fees Fielder offers reporting and administrative services for clients outside private funds and other non-managed assets (Assets Under Administration). These investments are separate and distinct from Assets Under Management, which Fielder actively manages. Fielder’s standard Assets Under Administration fee is based on the market value of Assets Under Administration with Fielder. This fee is generally inclusive of all administration services provided to the client and may vary, depending upon the size of a client’s portfolio and in accordance with the following blended fee schedule: 10  ANNUALIZED FEE ASSETS UNDER ADMINISTRATION First $10 million 0.18% Over $10 million Negotiable Fielder calculates and charges the annual fee quarterly in advance, based upon the assets being advised on by Fielder on the last trading day of the previous billing period. Cash and accrued interest are included in the market value for billing purposes. If services are initiated or terminated during a calendar quarter, Fielder will charge the client a prorated fee. Upon termination of any services, Fielder will promptly refund any prepaid, unearned fees, and any earned, unpaid fees will be due and payable. Retirement Plan Services For retirement plan sponsor clients, Fielder will charge an annual fee calculated as a percentage of the value of plan assets. Cash and accrued interest are included in the market value for billing purposes. This management fee varies, depending upon the size and composition of a client’s portfolio and the type of services rendered. This management fee varies in accordance with the following blended fee schedule: ANNUALIZED FEE ASSETS UNDER MANAGEMENT First $5 million 0.77% Next $5 million 0.59% Over $10 million 0.49% This is a blended fee schedule, meaning that the assets in a retirement plan account will be billed at different levels according to the fee schedule above. The cumulative fee percentage for the account will be a blended rate based on the fee percentages applied to each asset tier. Fielder calculates and charges the annual fee quarterly in advance, based upon the market value of the assets being managed by Fielder on the last trading day of the previous billing period. If the retirement plan account is initiated or terminated during a calendar quarter, it will be charged a prorated fee. Upon termination of any account, Fielder will promptly refund any prepaid, unearned fees, and any earned, unpaid fees will be due and payable. Fielder will deduct fees directly from the retirement plan assets. The Plan will be required to provide the custodian with written authorization to deduct the fees from the account and pay the fees to Fielder. We will provide the custodian with a fee notification statement. The agreement between Fielder and the retirement plan continues in effect until terminated by either party pursuant to the terms of the agreement. If services are terminated within five business days of signing the client agreement, services are terminated without penalty. Fielder does not expect to receive any other compensation, direct or indirect, for its services. If we receive any other compensation for such services, we will (i) offset that compensation against our stated fees, and 11  (ii) will disclose the amount of such compensation, the services rendered for such compensation and the payer of such compensation to the client. Retirement Plan Participant Services As stated in Item 4, Fielder uses a third-party platform to facilitate management of held away assets for retirement plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of client funds since we do not have direct access to client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from the platform for using its service. A link will be provided to the client, allowing them to connect an account(s) to the platform. Once client account(s) connects to the platform, Fielder will review the current account allocations. When deemed necessary, Fielder will rebalance the account considering client investment goals and risk tolerance, and any change in allocations and will consider current economic and market trends. The goal is to improve risk-adjusted account performance over time by employing prudent asset allocation and choosing funds that we judge to have an attractive outlook and reasonable fees. For retirement plan participant services, such as a 401(k), in which the client is a participant, Fielder charges an annualized fee of 0.49%, regardless of the level of assets. Fielder does not charge the client for use of the platform. Fielder calculates and charges the annual fee quarterly in advance, based upon the market value of the participant’s assets in the retirement plan being managed by Fielder on the last trading day of the previous billing period. Cash and accrued interest are included in the market value for billing purposes. The reason for charging a lower fee on such accounts is that they typically have a limited menu of investment options made available by the plan sponsor. Such accounts may also be restricted to the number and frequency of transactions that can take place during a given period. The fact that Fielder charges a different fee rate for such retirement-plan participant accounts that we access and manage through Pontera Solutions, Inc. than we charge for other accounts can create a conflict of interest in that there is an economic incentive for Fielder to recommend accounts that have a higher fee rate/schedule compared to other account types with a lower fee rate/schedule. Furthermore, Fielder must pay an asset-based fee to Pontera for the assets we manage via its platform, thereby reducing our profits on such accounts. Fielder has taken steps to manage this conflict of interest arising from its use of different fee rates/schedules through our Code of Ethics, which stipulates that Fielder and our investment adviser representatives will only recommend a change of asset classes, investment products, or accounts when we believe it is in the best interest of the client and without regard to the financial interests of Fielder. Fee Discretion Fielder may, in its sole discretion, agree to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship and account retention. Additional Fees and Expenses In addition to the advisory fees paid to Fielder, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks, and other financial institutions (collectively “Financial Institutions”). These additional charges include securities brokerage commissions and other transaction costs, custodial fees, fees attributable to alternative assets, reporting charges, fees 12  charged by the Independent Managers, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are described at length in Item 12, below. Direct Fee Debit Clients provide Fielder and certain Independent Managers with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as qualified custodians for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Fielder. Alternatively, Fielder may send an invoice to the client for payment. Account Additions and Withdrawals Clients can make additions to, and withdrawals from their account at any time, subject to Fielder’s right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients can withdraw account assets on notice to Fielder, subject to the usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. Fielder may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Item 6. Performance-Based Fees and Side-by-Side Management Fielder does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7. Types of Clients Fielder offers services to individuals, investment management firms, hedge funds, pension and profit- sharing plans, trusts, estates, charitable organizations, corporations, and business entities. Minimum Account Value As a condition for starting and maintaining an investment advisory relationship, Fielder imposes a minimum portfolio value of $5,000,000. Fielder may, in its sole discretion, accept clients with smaller portfolios based upon certain criteria, including anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related/legacy accounts, account composition, pre-existing client and account retention. Fielder only accepts clients with less than the minimum portfolio size if the Firm determines the smaller portfolio size will not cause a substantial increase of investment risk beyond the client’s identified risk tolerance. Fielder may aggregate the portfolios of family members to meet the minimum portfolio size. 13  Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies Fielder endeavors to understand each client’s holistic financial circumstances, including the client’s assets, liabilities, estimated future income and expenditures, and tolerance for risk. At the conclusion of this discovery process, Fielder determines an appropriate mix of asset classes and investments that it believes will optimize the client’s ability to achieve their objectives within the client’s risk tolerance and comfort zone. Fielder utilizes various investment strategies, employing both quantitative and qualitative analysis intended to identify securities that the Firm believes are fairly valued, while underweighting or avoiding altogether securities the Firm believes are overvalued. On occasion, Fielder may bet against securities that it considers overvalued (utilizing short sales, put options or other derivative instruments). Fielder may execute all or a portion of this strategy by investing in a portfolio of individual securities, ETF’s, mutual funds, and/or by utilizing external managers (as discussed in Item 4). Fielder bases its investment decisions upon its own internal research, third party research providers, or outside consultants. Fielder seeks to provide broad portfolio diversification to mitigate risk exposure to any single security or asset class. Nevertheless, these diversification efforts cannot eliminate market volatility. Large groups of securities and asset classes (including securities that Fielder judges attractively valued) can, at times, become highly correlated and undergo high levels of volatility. Over time, Fielder periodically rebalances clients’ portfolios resulting from changes in securities prices, client circumstances, and/or Fielder’s outlook on specific securities or asset classes. Fielder endeavors to minimize costs over and above Fielder’s management fee. This goal may be achieved through investing in passive (index) funds and diversified portfolios (“baskets”) of individual stocks and bonds. Fielder seeks to reduce the use of third-party intermediaries such as funds, partnerships, and other financial products where practical and beneficial for clients. This approach may help lower clients’ incremental costs as well as provide them with greater transparency, liquidity, and control of their assets. However, Fielder may invest in public or private investment funds or managed accounts (i.e., may retain unaffiliated investment advisers authorized to invest on a discretionary or non-discretionary basis) when in the client’s best interests. Generally, Fielder will invest in another investment fund or managed account if it believes that such fund or account offers efficient access to a particular strategy, sector, or geographic area or that the manager of the investment fund or account has specialized expertise or knowledge (for example, local knowledge of a particular country or deep industry expertise). The client will bear any fixed or management fees or expenses of any investment fund or managed account in addition to Fielder’s Investment Management Fee (as set forth above). While Fielder currently invests primarily in long positions of U.S. fixed income, publicly traded equity, equity-linked securities and related instruments, Fielder does have broad and flexible investment authority. Accordingly, Fielder may at any time include long or short positions in U.S. or non-U.S. publicly traded or privately issued or negotiated common stocks, preferred stocks, stock warrants and rights, corporate or sovereign debt, bonds, notes or other debentures or debt participations, partnership interests, and other securities or financial instruments including those of other investment companies, convertible securities, swaps, options (purchased or written), futures contracts and other derivative instruments. Fielder may employ leverage in a client’s portfolio. At any given time, positions (long or short) in a concentrated number 14  of issuers may comprise substantially all of the client’s portfolio. Further, Fielder’s investment of client’s investments in cash and cash equivalents may at times be significant. Fielder intends to pursue the investment objective described above and will generally follow the outlined investment process and strategy for so long as they are in accord with the client’s investment objective, although Fielder reserves the right to formulate new strategies to carry out the investment objective of the client. To maintain flexibility and to capitalize on investment opportunities as they arise, Fielder has the authority to invest any particular percentage of its portfolio in any type of investment or region. Accordingly, the amount of the client’s portfolio invested in any type of investment or weighted in different countries or different sectors can change at any time based on the availability of attractive market opportunities. Risk of Loss General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear such loss. Market Risks The profitability of a significant portion of Fielder’s recommendations may largely depend upon correctly assessing the future course of price movements of stocks and bonds. Equity and fixed income securities fluctuate in value, often for reasons unrelated to the intrinsic value of the issuer of the securities. General economic or market conditions, such as a rise in interest rates or a broad decline in stock market prices, can negatively affect the market price of fixed income and equity securities. Further, unexpected changes in earnings forecasts can negatively impact a specific issuer and hence its equity price. There can be no assurance that Fielder will be able to predict those price movements accurately. Volatility Risks The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, and programs and policies of governments. Cash Management Risks The Firm may invest some of a client’s assets temporarily in money market funds or other similar types of investments, during which time an advisory account may be prevented from achieving its investment objective. Equity-Related Securities and Instruments The Firm may take long and short positions in common stocks of U.S. and non-U.S. issuers traded on national securities exchanges and over-the-counter markets. The value of equity securities varies in response to many factors. These factors include, without limitation, factors specific to an issuer and factors specific to the industry in which the issuer participates. Industry and/or economic trends and developments may negatively affect individual companies or cause them to report poor results, and the stock prices of such companies may suffer a decline in response. In addition, equity securities are subject to market risk, as stock prices have historically risen and fallen in periodic cycles. U.S. and non-U.S. stock markets have 15  experienced periods of substantial price volatility in the past and may do so again in the future. In addition, investments in small-capitalization, mid-capitalization and financially distressed companies may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity, and these issuers often face greater business risks. Fixed Income Securities Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and interest payments on its obligations and to price volatility. Mutual Funds and Exchange-Traded Funds (ETFs) and Interval Funds An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the funds’ underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains if they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to NAV. 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 NAV, which is generally calculated at least once daily for indexed-based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or more). 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. An interval fund is a type of closed-end fund with limited liquidity since the shares do not trade on the secondary market. Instead, the interval funds periodically offer to buy back a percentage of outstanding shares from investors at net asset value (NAV). Fielder may invest in shares of interval funds for accredited investors that have a long-term investment horizon given the nature of the underlying assets. Interval funds are registered under the Investment Company Act of 1940. Investors should consider such funds long-term investments since only a limited number of shares are eligible for repurchase by the fund. Additionally, interval funds can put up “gates,” which limit the amount of capital investors can redeem in any given quarter. The effect of a gate can limit liquidity to substantially longer than 90 days, in some cases years. Other risks include performance risk, credit evaluation risk, operational risk, and information security risks due to the fact that the funds are not traded on the secondary market. Clients should read each fund’s prospectus carefully for additional information. Use of Private Collective Investment Vehicles 16  Where appropriate, the Firm recommends that certain clients invest in privately placed collective investment vehicles (e.g., hedge funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients should consult each fund’s private placement memorandum and/or other documents explaining such risks prior to investing. Through arrangements with GLASfunds, LP and GLASfunds, SPC (collectively, “GLASfunds”), Fielder offers its clients the opportunity to participate in the Fielder Private Assets Solution (“FPAS”). We are not affiliated with GLASfunds in any way and receive no compensation from them for using their platform. FPAS facilitates the creation of portfolios of privately placed collective investment vehicles that can vary by client, based on each client’s objectives, risk tolerance, time horizon and other related factors. While these portfolios are created through series of segregated portfolio companies designed, they bear some risk that creditors of an unrelated series could seek recovery from the assets of a series that Fielder clients are invested in. Fielder manages the FPAS portfolios on a discretionary basis. Management Through Similarly Managed Accounts Fielder generally manages portfolios by allocating portfolio assets among various securities on a discretionary basis using one or more of its proprietary investment strategies, collectively referred to as “investment strategy.” In so doing, Fielder buys, sells, exchanges and/or transfers shares of securities based upon the investment strategy. Fielder considers the tax ramifications of its investment strategy and security trading for its clients. In certain cases, however, Fielder will trade, exchange or transfer securities despite a client’s individual tax ramifications if Fielder judges the net economic impact to be in the client’s best interest. Certain investment opportunities that become available to Fielder’s clients may be limited. As further discussed in Item 12, Fielder allocates investments among its clients on a fair and equitable basis. Short Sales Short sales involve multiple risks. In the event the underlying security rises above the short sale price, a short seller may be obligated to re-purchase the security at a higher level than the initial price to cover the short sale, resulting in a loss. Further, as there is no cap on how high a stock’s price can rise, the potential loss from a short sale is theoretically unlimited. Furthermore, short sellers may be charged interest on the securities that they borrow. Short sellers are also subject to counterparty risk in that the lending party may be unable or unwilling or deliver the borrowed securities, thus impairing the short seller’s ability to satisfy its contractual obligations. Options Options allow investors to buy or sell a security at a contracted “strike” price (not necessarily the current market price) at or within a specific period. Clients may pay or collect a premium for buying or selling an option. Investors transact in options to either hedge (limit) losses to reduce risk or to speculate on the performance of the underlying securities. Options transactions incorporate multiple risks, including the partial or total loss of principal if the value of the underlying security or index does not increase/decrease to the level of the respective strike price. Holders of options contracts are also subject to default by the option writer, who may be unwilling or unable to fulfil their contractual obligations. 17  Cryptocurrency Cryptocurrency is a digital representation of value that serves as a medium of exchange, unit of account, or store of value, though it lacks legal tender status. It can be traded for U.S. dollars or other fiat currencies but typically lacks government or central bank support, making it more volatile than traditional currencies. Its value, driven by speculative market forces of supply and demand, depends on participants’ willingness to exchange fiat currency for it and its limited acceptance as a medium of exchange. Cryptocurrencies are not insured by the FDIC or SIPC. Bitcoin, Ethereum, and other digital assets are highly speculative investments carrying significant risk. They are not suitable for all investors, especially when funded by retirement savings, student loans, mortgages, emergency reserves, or other essential resources. Investors need the financial capacity, expertise, and risk tolerance to withstand a potential total loss. Such investments should use capital reserved for speculative purposes. Fees and expenses tied to cryptocurrency (beyond Fielder’s standard fees) may also be substantial. Cryptocurrency exchanges and trading platforms, being relatively new and largely unregulated, are more prone to fraud, failure, and security breaches than established, regulated markets for securities, derivatives, or fiat currencies. Volatility in these venues can affect cryptocurrency prices and related investments. Exchanges may cease operations or shut down permanently due to fraud, technical issues, hacking, or malware, impacting assets like Bitcoin and indirect cryptocurrency investments. Clients should also consider these additional risks: Volatility: Cryptocurrency exchange rates have a history of extreme fluctuations. For instance, Bitcoin’s value (measured in US dollars) has fallen over 50% in a single day, and such swings can affect related investments. Regulation: Lacking robust regulatory oversight, cryptocurrencies face potential restrictions or bans by federal, state, or foreign governments, which could harm their use, transfer, exchange, and value. Security: Exchanges and wallets are vulnerable to hacking, fraud, technical failures, or malware, risking theft or loss of assets. Emerging Nature: As a recent innovation, cryptocurrency lacks a long track record of performance or credibility. Built on evolving blockchain technology without uniform standards, it remains in development. Use of Margin To the extent that a client authorizes the use of margin, and Fielder thereafter employs margin in the management of the client’s investment portfolio, the market value of the client’s account and corresponding fee payable by the client to Fielder will be increased. As a result, in addition to understanding and assuming the additional principal risks associated with the use of margin, clients authorizing margin are advised of the conflict of interest whereby the client’s decision to employ margin shall correspondingly increase the management fee payable to Fielder. Accordingly, the decision as to whether to employ margin is left totally to the discretion of client. While the use of margin borrowing can substantially improve returns, such use may also increase the adverse impact to which a client’s portfolio may be subject. Borrowings will usually be from securities brokers and dealers and will typically be secured by the client’s securities and/or other assets. Under certain circumstances, such a broker-dealer may demand an increase in the collateral that secures the client’s obligations, and if the client were unable to provide additional collateral, the broker-dealer could liquidate 18  assets held in the account to satisfy the client’s obligations to the broker-dealer. Liquidation in that manner could result in substantial portfolio losses. In addition, the amount of the client’s borrowings and the interest rates on those borrowings, which will fluctuate, could have a significant impact on the client’s profitability. Cybersecurity The computer systems, networks, and devices that Fielder and its service providers use to support routine business operations for us and our clients employ various protections. These safeguards aim to prevent damage or interruption from computer viruses, network or telecommunication failures, unauthorized infiltration, and security breaches. Despite these measures, breaches to our systems, networks, or devices remain possible, potentially harming our clients. Cybersecurity breaches—such as unauthorized access to systems, networks, or devices, infections from viruses or malicious software, or attacks that disrupt, disable, or slow operations—can interrupt business processes and website functionality. These incidents may lead to financial losses for clients, trading obstacles, our and other service providers’ inability to transact business, legal or privacy violations, regulatory penalties, reputational harm, compensation costs, increased compliance expenses, or the unintentional release of confidential information. Comparable risks arise from cybersecurity breaches affecting issuers of securities in which clients invest, as well as regulatory bodies, financial market operators, banks, brokers, dealers, other institutions, and related parties. These entities may also face significant costs to prevent future breaches. Item 9. Disciplinary Information Fielder 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 Fielder is not and does not have a related person that is a broker/dealer, municipal securities dealer, government securities dealer or broker, an investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or "hedge fund," and offshore fund), another investment adviser or financial planner, a futures commission merchant, commodity pool operator, or commodity trading advisor, a banking or thrift institution, an insurance company or agency, a pension consultant, a real estate broker or dealer, and a sponsor or syndicator of limited partnerships. We are an independent registered investment adviser. We have no financial industry affiliations that are material to our investment advisory business or our investment advisory clients. We do not recommend or select other investment advisers from whom we receive compensation directly or indirectly. Item 11. Code of Ethics Fielder and persons associated with Fielder (“Associated Persons”) are permitted to buy or sell securities that it also recommends to clients consistent with Fielder’s policies and procedures. All Associated Persons 19  of Fielder Capital are considered Access or Covered Persons and subject to the firm’s Code of Ethics policies. Fielder has adopted a code of ethics (“Code of Ethics”) that stipulates policies and procedures relating to personal securities transactions and insider trading. When Fielder is purchasing or considering for purchase any security on behalf of a client, no Covered Person (as defined below) may effect a transaction in that security prior to the completion of the purchase or until a decision has been made not to purchase such security. Similarly, when Fielder is selling or considering the sale of any security on behalf of a client, no Covered Person may effect a transaction in that security prior to the completion of the sale or until a decision has been made not to sell such security. Fielder’s Code of Ethics requires employees to: (i) pre-clear certain personal securities transactions; (ii) report personal securities transactions on at least a quarterly basis; and (iii) upon commencement of employment and at least annually thereafter, provide Fielder with a list of holdings over which such employees have control and beneficial interest. Each of these disclosure requirements (i, ii, and iii) is documented, reviewed by Fielder’s Chief Compliance Officer, and retained in Fielder’s records. Unless specifically defined in Fielder’s procedures (summarized above), neither Fielder nor any of Fielder’s Associated Persons may effect for himself or herself, for an Associated Person’s immediate family (i.e., spouse, minor children, and adults living in the same household as the Associated Person), or for trusts for which the Associated Person serves as a trustee or in which the Associated Person has a beneficial interest (collectively “Covered Persons”) any transactions in a security which is being actively purchased or sold, or is being considered for purchase or sale, on behalf of any of Fielder’s clients. The foregoing policies and procedures are not applicable to (a) transactions effected in any account over which neither Fielder nor any of its Supervised Persons (as defined in this Form ADV) has any direct or indirect influence or control; and (b) transactions in securities that are: direct obligations of the government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; or shares issued by registered open-end investment companies. This policy has been established recognizing that some securities being considered for purchase and sale on behalf of Fielder’s clients trade in sufficiently broad markets to permit transactions by clients to be completed without any appreciable impact on the markets of such securities. Under certain limited circumstances, exceptions may be made to the policies stated above. Fielder will maintain records of these trades, including the reasons for any exceptions. In accordance with Section 204A of the Investment Advisers Act of 1940 (“Advisers Act”), Fielder also maintains and enforces written policies intended to prevent the unlawful use of material non-public information by Fielder or any of its Supervised Persons. Clients and prospective clients may contact Fielder to request a copy of its Code of Ethics. Item 12. Brokerage Practices Recommendation of Broker-Dealers for Client Transactions Fielder recommends that clients utilize the custody, brokerage and clearing services of either Charles Schwab & Co., Inc. ("Schwab") or National Financial Services, LLC ("Fidelity") for investment management accounts. The final decision to custody assets, including those accounts under ERISA or IRA 20  rules and regulations, with either Schwab or Fidelity is at the discretion of the client, in which case the client is acting as either the plan sponsor or IRA accountholder. Fielder is independently owned and operated and not affiliated with Schwab or Fidelity. Both Schwab and Fidelity will provide Fielder with access to their institutional trading and custody services, which are typically not available to retail investors. Factors which Fielder considers in recommending Schwab and Fidelity, or any broker-dealer to clients include the broker-dealer's financial strength, reputation, execution, pricing, research, and service. Schwab and Fidelity enable the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Schwab or Fidelity may be higher or lower than those charged by other Financial Institutions. Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where Fielder determines that the commissions are reasonable in relation to the value of the brokerage services received. In seeking the best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, execution capability, commission rates and responsiveness. Fielder seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Transactions may be cleared through other broker-dealers with whom the Firm and its custodians have entered into agreements for prime brokerage clearing services. Should an account make use of prime brokerage, the Client may be required to sign an additional agreement, and additional fees are likely to be charged. Fielder periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain the best execution. Software and Support Provided by Financial Institutions Fielder receives without cost from both Schwab and Fidelity administrative support, computer software, related systems support, as well as other third-party support as further described below (together "Support") which allow Fielder to better monitor client accounts maintained at either Schwab or Fidelity and otherwise conduct its business. Fielder receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Schwab and Fidelity. The Support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The Support benefits Fielder, but not its clients directly. Clients should be aware that Fielder’s receipt of economic benefits such as the Support from Schwab and Fidelity creates a conflict of interest since these benefits may influence the Firm’s choice of Schwab or Fidelity over others that don't furnish similar software, systems support or services. In fulfilling its duties to its clients, Fielder endeavors at all times to put the interests of its clients first and has determined that the recommendation of Schwab and Fidelity is in the best interest of clients and satisfies the Firm's duty to seek the best execution. Specifically, Fielder receives the following benefits from both Schwab and Fidelity: (i) receipt of duplicate client confirmations and bundled duplicate statements; (ii) access to a trading desk that exclusively services its institutional traders; (iii) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and (iv) access to an electronic communication network for client order entry and account information. 21  These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them, so long as the advisor maintains a certain level of clients’ assets in accounts at Schwab and Fidelity. Both Schwab and Fidelity’s services include brokerage services that are related to the execution of securities transactions, custody, and research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For client accounts maintained in their custody, account holders compensate Schwab and Fidelity through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or Fidelity, or that settle into Schwab or Fidelity accounts. Schwab and Fidelity also make available to the Firm other products and services that benefit the Firm but may not provide direct benefits to all its clients’ accounts. These benefits can include national, regional, or Firm specific educational events organized and/or sponsored by either Schwab or Fidelity. Other benefits can include occasional business entertainment of personnel of Fielder by Schwab and Fidelity personnel, including meals, invitations to sporting events, and other forms of entertainment, some of which may accompany educational opportunities. Other products and services assist Fielder in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of the Firm's fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services may be used to service all or some substantial number of the Firm’s accounts, including accounts not maintained at Schwab or Fidelity. Both Schwab and Fidelity make available to Fielder other services intended to help the Firm manage and further develop its business enterprise. These services can include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance, and marketing. In addition, Schwab and Fidelity may make available, arrange, and/or pay vendors for these types of services rendered to the Firm by independent third parties. Schwab and Fidelity may discount or waive fees they would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to the Firm. While, as a fiduciary, Fielder endeavors to act in its clients’ best interests, the Firm's recommendation that clients maintain their assets in accounts at Schwab or Fidelity can be based in part on the benefits received and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab and Fidelity, which creates a conflict of interest. Fielder mitigates this conflict by allowing clients to select between these two custodians. Order Management System Through Pontera Solutions Inc. Although Fielder utilizes our preferred brokerage platforms and requires their use for standard brokerage accounts, including but not limited to individual accounts, joint accounts, IRA accounts and trust or corporate accounts, Fielder can also manage and monitor accounts not held on a platform we recommend. Through an arrangement with Pontera Solutions Inc., Fielder can gain access to clients’ accounts not held at one of our primary brokerage platforms using the Pontera Order Management System. The Pontera Order Management System is a third-party software platform which allows Fielder to access and trade the account. Clients receive a link from Pontera allowing them to connect an account(s) to the platform. 22  These are typically, but not limited to, 401(k) and similar retirement-plan participant accounts. If clients choose to grant Pontera Solutions Inc. access to these accounts, Fielder can regularly review the investment options in the accounts, as well as monitor, rebalance, and trade them to implement investment strategies the same way we do for accounts under our management. Brokerage for Client Referrals Fielder does not consider, in selecting or recommending Schwab and Fidelity, whether the Firm receives client referrals from the Financial Institutions or other third party. Directed Brokerage The client may direct Fielder in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by Fielder (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Fielder may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Trade Aggregation and Allocation Transactions for each client will be effected independently unless Fielder decides to purchase or sell the same securities for several clients at approximately the same time. Fielder may (but is not obligated to) combine or “batch” such orders to obtain the best execution, to negotiate more favorable commission rates or to allocate equitably among the Firm’s clients’ differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and allocated among Fielder’s clients pro-rata to the purchase and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which Fielder’s Supervised Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Fielder does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a execution would result in a de minimis allocation in one or more 23  accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Item 13. Review of Accounts Account Reviews Fielder monitors client portfolios on a continuous and ongoing basis while regular account reviews are conducted on at least a quarterly basis. Such reviews are conducted by the Firm’s Principals, Frank C. Byrd III, or Stephen Korn. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with Fielder and to keep the Firm informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and periodically, when necessary, to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and Reports Unless otherwise agreed upon, clients are provided with transaction confirmation notices and regular summary account statements directly from the broker-dealer or custodian for the client accounts. In addition, Investment Management clients may also receive reports from Fielder on a quarterly basis or as otherwise requested and agreed upon in writing. Such reports may include relevant account and/or market- related information, such as an inventory of account holdings and account performance. Clients are encouraged to always compare any reports or statements provided by us or a third party against the account statements delivered from the qualified custodian. When a client has questions about their account statement, the client should contact Fielder and the qualified custodian preparing the statement. Item 14. Client Referrals and Other Compensation Client Referrals Fielder has entered into agreements with solicitors to refer clients to Fielder. If through such an agreement, a referred client enters into an investment advisory agreement with Fielder, a referral fee is paid to the referring party, which is based upon a percentage of the client advisory fees that are generated. The referral agreements between any referring party and Fielder will not result in any charges to clients in addition to the normal level of advisory fees charged. Compensation to Affiliated and Unaffiliated Parties If a client is introduced to Fielder by a solicitor, Fielder will pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, as amended, and any corresponding state securities law requirements. Such compensation creates an incentive for the solicitors to refer clients to Fielder, which is a conflict of interest for the solicitors. Rule 206(4)-1 of the Advisers Act addresses this conflict of interest by, among other things, requiring disclosure of whether the solicitor is a client or a non-client and a description of the material conflicts of interest and material terms of the compensation arrangement with the solicitor. Accordingly, Fielder requires solicitors to disclose to referred clients, in writing: whether the solicitor is a client or a non-client; that the solicitor will be compensated for 24  the referral; the material conflicts of interest arising from the relationship and/or compensation arrangement; and the material terms of the compensation arrangement, including a description of the compensation to be provided for the referral. Item 15. Custody The Advisory Agreement and/or the separate agreement with any Financial Institution authorize Fielder and/or the Independent Managers to debit client accounts for payment of the Firm’s fees and to directly remit those funds to the Firm in accordance with applicable custody rules. The Financial Institutions that act as qualified custodians for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to Fielder. In addition, as discussed in Item 13, Fielder will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Fielder. Custody, as it applies to investment advisors, has been defined by regulators as having access or control over client funds and/or securities. In other words, custody is not limited to physically holding client funds and securities. If an investment adviser can access or control client funds or securities, the investment adviser is deemed to have custody and must ensure proper procedures are implemented. Fielder Capital is deemed to have custody of client funds and securities whenever Fielder Capital is given the authority to have fees deducted directly from client accounts. Please note that authorization to trade in client accounts is not deemed by regulators to be custody. Fielder Capital is also deemed to have custody of client funds and securities when Fielder Capital has standing authority (also known as a standing letter of authorization or “SLOA”) to move money from a client’s account to a pre-determined third-party account. For accounts in which Fielder Capital is deemed to have custody, we have established procedures to ensure all client funds and securities are held at a qualified custodian in a separate account for each client under that client’s name. Clients or an independent representative of the client will direct, in writing, the establishment of all accounts and therefore are aware of the qualified custodian’s name, address, and the manner in which the funds or securities are maintained. Finally, account statements are delivered directly from the qualified custodian to each client, or the client’s independent representative, at least quarterly. Certain client investments in Private Funds are held by third-party custodians, who provide account statements on at least a quarterly basis. Clients should carefully review any statements, and we urge them to compare the statements against reports received from Fielder Capital. When clients have questions about their account statements, they should contact Fielder Capital or the qualified custodian preparing the statement. In addition, as discussed in Item 13, Fielder will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from Fielder. 25  Item 16. Investment Discretion Fielder is given the authority to exercise discretion on behalf of clients. Fielder is considered to exercise investment discretion over a client’s account if Fielder can effect and/or direct transactions in client accounts without first seeking their consent. Fielder is given this authority through a “limited discretionary authority” included in the agreement between Fielder and the client. Clients may request a restriction on this authority (such as certain securities not to be bought or sold). Fielder takes discretion over the following activities: • The securities to be purchased or sold; • The quantity of securities to be purchased or sold; • The timing of transactions; and • The broker-dealer that executes trades (in the case of a prime brokerage relationship). Item 17. Voting Client Securities Acceptance of Proxy Voting Authority Fielder accepts the authority to vote clients’ securities (i.e., proxies) on their behalf. When Fielder accepts such responsibility, it will only cast proxy votes in a manner consistent with the best interest of its clients. Absent special circumstances, which are fully described in the Firm’s Proxy Voting Policies and Procedures, all proxies will be voted consistent with guidelines established and described in Fielder’s Proxy Voting Policies and Procedures, as they may be amended from time to time. Clients may contact Fielder to request information about how the Firm voted proxies for that client’s securities or to get a copy of Fielder’s Proxy Voting Policies and Procedures. A summary of Fielder’s Proxy Voting Policies and Procedures is as follows: The Firm has engaged Institutional Shareholder Services (“ISS”) a third-party, independent proxy advisory firm, to provide it with research, analysis, and recommendations on the various proxy proposals for the client securities that Fielder manages with the aim of maximizing shareholder value. In engaging ISS for that purpose, Fielder has reviewed ISS’ voting guidelines (“Voting Guidelines”) and has approved the summary of ISS’ positions on the voting positions it recommends for the types of proposals most frequently presented, including: election and composition of directors; financial reporting; compensation of management and directors; corporate governance structure and anti-takeover measures; and environmental and social risks to operations. Fielder agrees with the approach ISS has set forth in its current Proxy Guidelines for voting proxies. Although Fielder, based on its approval of the positions in the Voting Guidelines, expects to vote proxies according to ISS’ recommendations, certain issues may need to be considered on a case-by-case basis due to the diverse and continually evolving nature of corporate governance issues. If such cases should arise, then Fielder will devote appropriate time and resources to consider those issues. Where Fielder is responsible for voting proxies on behalf of a client, the client cannot direct the Firm’s vote on a particular solicitation. The client, however, can revoke Fielder’s authority to vote proxies. In situations where there is a conflict of interest in the voting of proxies due to business or personal relationships that Fielder maintains with persons having an interest in the outcome of certain votes, the Firm will take appropriate steps, whether by following ISS’ third-party recommendation or otherwise, to ensure that proxy 26  voting decisions are made in what it believes is the best interest of its clients and are not the product of any such conflict. The client can request a complete copy of the proxy voting policies and procedures of Fielder as well as information on how the proxies were voted by contacting Fielder at the address or phone number indicated on Form ADV Part 2A, Page 1 of this disclosure document. With respect to assets managed by a third-party money manager, we will not vote the proxies associated with these assets. The client will need to refer to each third-party money manager’s disclosure brochure to determine whether the third-party money manager will vote proxies on the client’s behalf. Item 18. Financial Information Fielder is not required to disclose any financial information due to the following: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. 27