NIA IMPACT ADVISORS, LLC

Form ADV Part 2A Brochure NIA IMPACT ADVISORS, LLC (doing business as Nia Impact Capital) FIRM CRD # 286587 4900 Shattuck Ave #3648 Oakland, CA 94609 (510) 319-9221 http://www.niaimpactcapital.com http://www.niaglobalsolutions.com http://www.niaimpactadvisors.com http://www.niaimpactfunds.com March 31, 2025 This Brochure provides information about the qualifications and business practices of Nia Impact Advisors, LLC, doing business as Nia Impact Capital (also referred to as “Nia” or the “Adviser”). If you have any questions about the contents of this Brochure, please contact us at (510) 319-9221 or kristin@niaimpactcapital.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. Adviser Public Disclosure (“IAPD”) website Nia is registered as an investment adviser with the Securities and Exchange Commission. Registration of an investment adviser does not imply any level of skill or training. Additional information about the Adviser is available on the Investment at www.adviserinfo.sec.gov.  Item 2 – Material Changes This Brochure dated March 31, 2025, contains non-material changes regarding Nia and is an Other Than Annual Amendment Filing of Form ADV Part 2A. This Brochure provides readers with a summary of such changes since the previous Annual Amendment filed on January 14, 2025. Nia restated its Assets Under Advisement in Item 4 – Advisory Business Section G. Client Assets. Form ADV is the primary disclosure document prepared by registered investment advisers. In the future, this section will address “material changes” and “non- material changes” to this Brochure since the Adviser’s previous filing. The Adviser will deliver to clients at no charge a summary of all material changes to this Brochure, if any, within 120 days of our fiscal year end or more often if necessary. information about the Adviser Clients or prospective clients of the Adviser may request a copy of the current (510) 319-9221 or time by contacting us at Brochure at any kristin@niaimpactcapital.com. Additional is available on the Investment Adviser Public Disclosure (“IAPD”) website at www.adviserinfo.sec.gov. 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 ...................................................................................................... 11 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................... 18 Item 7 – Types of Clients ...................................................................................................................... 18 Item 8 – Methods of Analysis, Investment Strategies, Risk of Loss .................................................... 18 Item 9 – Disciplinary Information ......................................................................................................... 27 Item 10 – Other Financial Industry Activities & Affiliations ................................................................. 27 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................................................................................................. 28 Item 12 – Brokerage Practices ............................................................................................................ 30 Item 13 – Review of Accounts ............................................................................................................ 32 Item 14 – Client Referrals and Other Compensation ........................................................................ 33 Item 15 – Custody ................................................................................................................................ 34 Item 16 – Investment Discretion .......................................................................................................... 34 Item 17 – Voting Client Securities ....................................................................................................... 36 Item 18 – Financial Information........................................................................................................... 37 3  Item 4 – Advisory Business A. General Description of Advisory Firm Nia Impact Advisors, LLC, doing business as Nia Impact Capital (also referred to as “Nia”, the “Adviser”, “we”, or “us”) is a limited-liability company first organized in Delaware in February 2017 and 100% owned by Kristin Hull, Founder, and Chief Executive Officer. Sarah Sutton serves as Nia’s Chief Compliance Officer (“CCO”). The Adviser is an investment adviser registered with the Securities and Exchange Commission. We have prepared this Brochure to comply with regulatory disclosure requirements and to illustrate the advisory services that we provide to clients. Additionally, this Brochure discloses the Adviser’s fee schedule, investment strategy, risks of investment, and other important information about our operations. Investment Approach and Objective Nia Impact Capital invests in forward-thinking, solutions focused companies, all of which are poised to play a key role in our transition to an inclusive, just, and sustainable economy. We apply a gender-lens across our investment decision- making process, advocate for racial equity, and live our values as a women-led team of activist investors. At Nia, we go beyond the identification of strong products and services. Management practices, treatment of employees, and leadership composition matters. We select companies where the executive team demonstrates a commitment to diversity, transparency, employee engagement, and ecological sustainability. All Nia portfolio companies include women in leadership on the executive management team and/or serving on the board of directors. A product of Nia Impact Capital, the Nia Global Solutions Equity Portfolio aims to earn a competitive rate of return while adding value to society by investing in innovative companies, all of which are addressing large global risks and contributing to the solutions needed in our transition to the next, just, inclusive, and sustainable economy. Nia’s investment objective is to provide investors with long-term total return. Our advanced investment strategy strives to produce equity-like returns over a market cycle. This equity portfolio is not constrained to a geographic region or a specific benchmark and is instead focused on solutions and innovation which have traditionally been sought by, and limited to, investors in private equity. 4  Portfolio turnover is minimal as we keep our focus on the long-term viability and opportunity that each portfolio company provides, thus offering investors a tax- advantaged strategy. Our team researches companies that typically embody the following characteristics: ● Meet Nia’s strict high impact, solutions-focused social and environmental standards. ● Show strong growth characteristics not fully appreciated by the market. ● Deliver products or services with unique qualities, positioning them well for long-term growth. ● Operate in a manner that makes clear the company’s commitment to people, the planet and corporate social responsibility. Shareholder Engagement Program impact At Nia we invest only in what we believe to be the most positively impactful and responsible companies, and yet the opportunity for engagement still exists. Our team engages with our portfolio companies through a variety of approaches, such as: voting proxies on behalf of investors in a manner consistent with the highest aspirations of investors, meeting with portfolio company representatives whenever possible, engaging through advocacy letters, and filing shareholder resolutions. In addition to our activism, we are committed to donating a minimum of 5% of management’s profits to those nonprofit organizations doing change-making work, solving for our world’s largest inequality and sustainability issues. Our engagement strategy includes approaching all companies as allies – after all, our portfolio companies are selected because they incorporate best- practices along one or more of Nia’s six solutions themes. We develop carefully researched ESG recommendations and pair this with educational materials tailored to each company. Outreach includes letters, phone calls, media 5  placement, and when necessary, shareholder resolutions. Shareholder engagement, when done well and effectively, bridges two worlds; allowing civil society activists and the C-suite to find points of shared interest and mutual goals. Nia believes a well-designed shareholder engagement program considers which environmental, social and corporate governance (ESG) changes will be most beneficial to long-term stakeholder value. B. Investment Management, Mutual Fund Management, Portfolio Management, Sub- Advisory, and Financial Planning Services Investment Management Services The word “Nia” is of Swahili origin meaning intention and purpose. We build actively managed portfolios designed to harness the innovative social purpose of investment, seeking solutions focused companies whose executive teams demonstrate a high-level of commitment to diversity, transparency, employee engagement, and ecological sustainability. Nia typically manages separate accounts wherein we select equity securities with full discretionary authority. However, Nia may also accept client accounts on a non-discretionary basis in its sole discretion. By focusing our investment universe on publicly traded companies, we seek to build a portfolio of the most creative and positively impactful companies—those businesses that we believe most contribute to bettering our planet through real and tangible solutions to some of the world’s most critical equity and sustainability issues. We invest primarily in exchange-listed securities. At times the firm will also invest in issuers whose securities trade in the U.S. in the form of American Depository Receipts (“ADRs”). Nia provides investment advisory services to numerous clients – including separately managed accounts (SMAs), unified managed account (UMA) programs, Model Delivery programs, and the Fund, that have substantially similar investment objectives and similar portfolio holdings and characteristics. However, Nia clients having substantially similar investment objectives will not have identical investment portfolios. Differing investment portfolios can be expected to result from several factors, including, without limitation, the following: regulatory constraints that apply to certain accounts but not to others; investment constraints imposed by the client; and the amount of cash available for investment at certain times. As a result, accounts may have a different investment portfolio and different performance results than other accounts even though the accounts have identical or substantially similar investment objectives. In addition, there may be circumstances when one account will sell a security while another account may purchase the security on the same day primarily due to cash contributions and/or withdrawals; however, Nia does not engage in cross trades between client accounts (i.e., when an investment adviser causes a trade to occur between two or more of its advisory clients' accounts). 6  Mutual Fund Management Nia serves as the investment adviser to Nia Impact Solutions Fund (the “Fund”), an open-end mutual fund registered under the Investment Company Act of 1940. Nia continuously manages the Funds’ assets on a discretionary basis based on the investment goals and objectives as outlined in the Fund’s prospectus. Nia will at times recommend individual clients invest in the Fund, typically when such clients have accounts that may be too small to fully invest in the Nia Global Solutions Equity Portfolio, or as otherwise dictated by the client’s investment goals and objectives. The Fund consists of investments in certain securities that typically provide an overall balanced investment approach. Equity securities include common stocks and American Depositary Receipts (“ADRs”) of companies of any capitalization size, including large-cap, mid-cap and small cap companies, that the Adviser believes present an attractive opportunity for long-term capital appreciation. Further details on the Fund, including the risks pertaining to such strategies and their underlying securities, is outlined below in this brochure under the heading “Item 8: Methods of Analysis, Investment Strategies and Risk of Loss”. Interested investors should refer to the Fund’s prospectus and statement of additional Information (“SAI”) for important information regarding objectives, investment, time-horizon, risks, fees and additional disclosures before investing. The prospectus and SAI and other documents are available at https://niaimpactfunds.com/or by calling (833) 571-2833. Please read the prospectus and SAI carefully before you invest. Portfolio Management Services Nia provides investment advisory services in the form of a model portfolio to be utilized by a sponsor broker dealer in an overlay program and other “Model Delivery” programs. Under a unified managed account (“UMA”) program or a Model Delivery program, Nia has an agreement with the UMA or Model Delivery “Program Sponsor” and does not have any contact with the end clients (“Program Clients”). Nia participates in UMA or Model Delivery programs with the following financial institutions: Morgan Stanley Wealth Management Select UMA, FolioDynamix, Adhesion, Envestnet, Orion Communities, and Freedom Advisors. Under these programs, the Program Sponsor receives Nia’s model allocation and, based upon the model, the Program Sponsor executes the model changes for each Program Client’s portfolio. A model allocation is an asset allocation in the form of a weighted list of asset classes (i.e. securities, bonds, etc.) selected for and with parameters meant to guide the ongoing implementation of the asset allocation. Restrictions for client accounts in the programs are monitored entirely by the Program Sponsors. Program Clients are responsible for evaluating whether the fee paid to the 7  Program Sponsor exceeds the cost for the same services if such services were provided separately. Program Clients should consider the overall fees and the services received to determine if the product is appropriate. Due to the structure of most UMA and Model Delivery programs, Nia does not provide the same level of client relationship services to Program Clients as it does to other clients. Each Program Sponsor has their own brochure which contains detailed information about its program. Copies of each brochure are available from the Program Sponsor upon request. Each Program Sponsor has retained Nia through a separate contract. Clients should note that transactions executed through a Program Sponsor may be less favorable in some respects than Nia’s clients whose trades are not executed through the Program Sponsor. Nia may be constrained in obtaining best execution for Program Clients by routing trades to the Program Sponsor. However, Nia will make every effort to obtain best execution within any constraints that may be set forth by Program Clients and/or Sponsor. Clients should also be aware that Nia will not be provided sufficient information by the Program Sponsor to perform an assessment as to the suitability of Nia’s services for the client. Nia will rely on the Program Sponsor who, within its fiduciary duty, must determine not only the suitability of Nia’s services for the client, but also the suitability of the program for the client. Financial Planning Services Nia provides financial planning services, either on a standalone basis or as part of its provision of investment management services. Nia’s financial planning services include, in all or part, yet are not limited to, the preparation of a financial plan by Nia or an associated person of Nia for a client which may include an annual or periodic review of a financial plan, the monitoring of a client's investments under a financial plan, and the provision of information and/or advice to a client regarding the purchase and/or sale of securities. is under no obligation transactions Nia does not receive compensation (e.g., commissions or fees) from the sale of securities, insurance, real estate or other products or services that will at times be recommended in a financial plan. However, Nia would receive investment management fees if the financial plan incorporates a recommended allocation of the client’s assets to Nia. Such a recommendation, if made, would present a conflict between the interests of Nia, and the interests of the financial planning client. Financial planning clients are under no obligation to act upon any recommendation made by us, including a recommendation to allocate assets to Nia. If the client elects to act on any of the recommendations we make, the client through Nia, our to effect representatives, or affiliates. Fiduciary Responsibility for Retirement Accounts When we provide investment advice to clients regarding retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of 8  the Employee Retirement Income Security Act (ERISA) and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way Nia makes money creates some conflicts with clients’ interests, so Nia operates under a special rule that requires us to act in the clients best interest and not put our interest ahead of our clients. Under this special rule’s provisions, we must:  Meet a professional standard of care when making investment recommendations (give prudent advice);  Never put our financial interests ahead of our clients yours when making recommendations (give loyal advice);  Avoid misleading statements about conflicts of interests, fees and investments;  Follow policies and procedures designed to ensure that we give advice that is in your best interest;  Charge no more than is reasonable for our services; and give clients basic information about conflicts of interest. Sub-Advisory Services At times, Adviser will provide services under sub-advisory agreements with other non-affiliated third party registered investment advisers (“TPA’s”) who have engaged Adviser to manage the holdings in their clients' portfolios. Both Adviser and the TPA will be granted dual trading authority in such situations. Adviser typically has discretionary authority over a portion of a sub advised client’s assets to buy and sell securities based on such client's individual needs. As discussed in Item 12 below, at times Adviser will bunch its client trades together with trades for other clients of those TPA’s for whom Advisor is serving as a sub-adviser, if doing so is deemed to be in the best interest of the Client. Fees for such services are negotiable and will be included as part of an agreement entered into by and between Adviser and the respective TPA. Written Agreement Investment management services are governed by a written investment management agreement (“Investment Management Agreement”) between Nia and the client which outlines the terms of service and applicable fees. Financial planning services are governed by a written consulting agreement (“Consulting Agreement”) between Nia and the client which outlines the terms of service and applicable fees. C. Educational Seminars and Workshops Dr. Hull, as a founder and/or co-founder of social enterprises, is invited to present at conferences, forums, panels, meetings, and universities to share her expertise in racial equity investing, starting not for profit businesses, social enterprises, and in the field of impact and gender lens investing. The content of such presentations 9  is general in nature, does not contain securities or sector recommendations, nor solicit investment advisory business or clients. The Adviser’s Chief Executive Officer does not charge a fee for speaking at such events, although certain sponsors of these events may waive any fee due from the Adviser for participating. D. Use of Third-Party Service Providers To help manage client accounts, Nia utilizes the technology platform of Orion Advisor Services, LLC (“Orion”). Additionally, Nia has contracted with HIP Investor, LLC (“HIP”), an unaffiliated SEC registered investment adviser, to provide administrative services on behalf of client accounts via Orion’s platform. Specifically, HIP’s administrative services support Nia in maximizing the benefits of Orion’s platform to perform functions such as data reconciliation, performance reporting, client database maintenance, quarterly performance evaluations, and other functions related to the administrative tasks of managing client accounts. Due to this arrangement Orion and HIP will have access to client accounts and information but will not serve as an investment adviser to Nia clients. Nia pays HIP a flat monthly fee for their services. E. Availability of Customized Services Nia does offer the ability to tailor our investment management services to clients. On a client-by-client basis, we allow clients to impose reasonable restrictions on investing in certain securities or types of securities. Such restrictions must be provided to us in writing. F. Wrap Fee Programs Nia has not and does not currently participate in any wrap fee programs. G. Client Assets Amount of Client Assets Managed As of December 31, 2024, the following represents the amount of client assets under management by the Firm on a discretionary and non-discretionary basis: Type of Account Assets Under Management Discretionary $446,473,607 Non-Discretionary $0 Total $446,473,607 10  1. Assets Under Advisement Nia also provides investment and financial advice for assets that are not directly managed by the Firm (“Assets Under Advisement” or “AUA”), such as a UMA (unified manager account), Model Delivery programs, and assets advised by the firm related to investment decisions or granting and donation plans. As of December 31, 2024, the following represents the amount of AUA by Nia: Type of Account Assets Under Advisement Total $ 79,194,913 Item 5 – Fees and Compensation A. Fees and Compensation Investment Management Services Nia charges an investment management fee based on a percentage of assets under management, including all securities and cash held in the client portfolio Assets under Management Annual Fee Rate: ♦ Up to $500,000: 1.50% ♦ $500,001 to $1,000,000: 1.25% ♦ $1,000,001 to $5,000,000: 0.95% ♦ 5,000,001 to $10,000,000: 0.85% ♦ Over $10,000,000: 0.75% Advisory fees are negotiated on a client-by-client basis, depending on such details as, yet not limited to, type of client/account, account size, service requirements, and the full extent of the client's relationship with Nia Impact Advisors. As such, fees may vary from the annual fee schedule set forth above. Portfolio Management Fees For clients invested in one of Nia’s portfolios, Nia charges a portfolio management fee based on a percentage of assets under management, including all securities and cash held in the client portfolio. 11  As stated in Item 4 above, Nia also serves as a portfolio manager in a number of UMA programs or Model Delivery programs. In these programs, Nia does not dictate the overall fee schedule, the method of calculating the fee or the timing for payment of the fee. The fees paid by the Program Client may be higher or lower than if the client retained Nia directly outside the respective UMA or Model Delivery program. Nia receives a portion of the fees paid to the UMA or Model Delivery Program Sponsor subject to an agreement between Nia and the Program Sponsor. Nia’s fees typically range between 0.75% and 1.5% per annum, however, there are relationships where Nia’s fees will be lower than that stated range: BNY Mellon Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% Charles Schwab CIBC Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% Fidelity Folio Institutional JP Morgan Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% 12  Morgan Stanley CES Platform Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% Northern Trust UBS UMA Platform 0.39% Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% MAC Platform Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% Wells Fargo ACCESS 0.39% Up to $500,000: 1.50% $500,001 to $1,000,000: 1.25% $1,000,001 to $5,000,000: 0.95% $5,000,001 to $10,000,000: 0.85% Over $10,000,000: 0.75% While the billing methodologies will vary and are sometimes dictated by the specific custodian or Program Sponsor, client fees are typically valued in accordance with the following: ● Morgan Stanley UMA: client fees are based on the value of client assets as of the last day of preceding month, and paid monthly in advance; ● Folio: client fees are based on an average daily value, and paid quarterly in arrears; and ● UBS: client fees are based on the value of client assets as of the last day of each calendar quarter, and paid quarterly in advance; and ● For other custodians, client’s quarterly advisory fees will be assessed in arrears by taking one fourth of the annual fee rate and applying this to the average month-end value of the account. The UMA and Model Delivery Program Clients are responsible for evaluating whether the overall fee paid exceeds the cost for the same services if such services were provided separately. Clients should consider the overall fees and 13  the services received to determine if a product is appropriate. Nia or the client can terminate investment services at any time. A pro-rata portion of any prepaid fee will be refunded to a UMA Program Client by the Sponsor upon termination of investment advisory services. Fees for Mutual Fund Management Services This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. “Other Expenses” are based on estimated amounts for the current fiscal year. Nia has contractually agreed, until June 30, 2025, to reduce Management Fees and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Fund’s business) to an amount not exceeding 0.99% of the average daily net assets of the Fund. Management Fee reductions and expense reimbursements by Nia are subject to repayment by the Fund for a period of 3 years after the date that such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2025, this agreement may not be modified or terminated without the approval of the Fund’s Board of Trustees (the “Board”). This agreement will terminate automatically if the Fund’s investment advisory 14  agreement with Nia is terminated. As mentioned in Item 4 above, when deemed appropriate, Nia will invest on behalf of its individually and separately managed accounts in shares of the Fund. As described herein, Nia receives fees from the Fund for providing services. A client will not be charged an additional management fee by Nia for any investment in the Fund (i.e., Nia will only receive fees from the Fund directly). Written disclosure is provided to all clients and separately managed accounts regarding the relationship between Nia and the Fund. In limited cases, client accounts may be invested in shares of investment companies not receiving services from Nia, which will oblige clients to pay both a direct management fee to Nia, and an indirect management fee to such investment companies. Nia does not receive commissions, either directly or indirectly, for the purchase or sale of securities in the Fund. Any commissions and other transaction charges to brokers are paid by the client for executing orders placed by Nia. Financial Planning / Consulting Services Nia charges an hourly fee or flat fee for financial planning and related consulting services. The hourly fee ranges from $200 - $500 per hour on a sliding scale, while the flat fee ranges from $1,500 - $10,000. For fixed fee engagements, we require a retainer with the remainder of the fee directly billed to the client and due within thirty (30) days of the financial plan being delivered or consultation rendered to the client. Fees are negotiable based upon the specific nature of the client’s needs, the complexity of the client’s investment profile, size of asset pool, service requirements, and the full extent of the client’s relationship with us. Minimum fees may apply, at the discretion of Nia and as set forth in the governing agreement. The exact amount of the retainer will be set forth in the governing agreement. Should a client choose to engage Nia for investment management services to implement some or all of the recommendations made as part of a financial plan, the fees paid for financial planning services will typically be credited toward the client’s first year’s investment management fees. Educational Seminars and Workshops As discussed in Item 4 above, Nia does not assess fees for its Educational Seminars and Workshops. B. Payment of Fees Investment Management Fees For separately managed accounts, investment management fees are charged quarterly in arrears pursuant to the annual basis point fee schedule agreed upon with each client in the Investment Management Agreement. The quarterly fee for each account is equal to ¼ of the annual fee rate calculated pursuant to each 15  account or each client’s Investment Management Agreement. Depending on that agreement and the custodian selected by the client, the quarterly fee may be charged by applying the basis point fee schedule to the average daily value, the average month end value of the account in the billing quarter, the value on the last day of the prior quarter, or on the last trading day before the Investment Management Agreement is terminated. Clients should be aware that different billing methodologies may result in clients paying more or less in fees than would be the case if a different custodian/billing methodology was employed for the client’s assets. Clients should work with the firm to be sure they clearly understand the billing methodology that applies to their respective accounts, and how that might differ from billing methodologies that may be available at other custodians. Quarterly fees are generally billed in arrears for each calendar quarter and payable within 30 days. Earned and unpaid fees are payable immediately upon termination of the Investment Management Agreement. Quarterly fees are prorated as appropriate for the initial quarter and upon termination, based upon the number of days in the period where we managed account assets. Fees are generally deducted directly from client accounts unless otherwise agreed to in the Investment Management Agreement. The amount of our fee is listed on the client's custodial account statement(s). See Item 15 (Custody) for more information about our billing protocol. Financial Planning or Consulting Fees Prior to Nia’s commencement of Financial Planning Services, the client is normally required to pay up to 50% of the firm’s estimated fee based on the anticipated costs for preparing the financial plan. Remaining financial planning or consulting fees are billed in arrears, following the end of the engagement period, due and payable within 30 days. Fees are charged in accordance with the terms outlined in the governing Consulting Agreement. Each client receives an invoice that summarizes the work performed and hours worked. Clients may pay financial planning or consulting fees by check or wire. Reasonable Fees Nia believes that our fees are reasonable in light of the services offered and our experience and expertise. Lower fees for comparable services may be available from other sources. Account Additions and Withdrawals Clients may make additions to or withdrawals from their separately managed account at any time, subject to Nia’s right to terminate an account. Additions may be in cash or securities, recognizing that we reserve the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to us, subject to the usual and customary securities settlement procedures. However, Nia designs its portfolios as long-term investments, while the withdrawal of assets may impair the 16  achievement of a client’s investment objectives. We may consult with our 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, contingent deferred sales charges, and/or tax implications. Termination of the Investment Management Relationship For managed accounts, the Investment Management Agreement may be canceled at any time, by either party, for any reason, 15 days following receipt of written notice. Because Nia generally charges fees in arrears, upon termination of any account, any earned, unpaid fees will be due and payable by the client to us. In calculating a client’s fees for partial periods, we will prorate the fee in accordance with the number of days we managed assets in the billing period. Termination of the Financial Planning or Consulting Relationship The Consulting Agreement may be canceled at any time, by either party, for any reason, immediately upon receipt of written notice. Any earned, unpaid fees for work performed will be due and payable by the client to us. C. Additional Fees and Expenses Nia’s fees are separate from the brokerage commissions, transaction fees, and other related costs and expenses that will be incurred by the client. Clients may incur certain charges imposed by custodians and brokers, such as custodial fees, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. recommending broker-dealers for client Such charges, fees and commissions are exclusive of and in addition to Nia’s fee, while Nia does not receive any portion of these commissions, fees, and costs. Item 12 (Brokerage Practices) further describes the factors that Nia considers in transactions and selecting or determining the reasonableness of their compensation (e.g., commissions). D. Prepayment of Fees Clients generally do not pay investment management fees in advance to Nia. All investment management fees received by us are collected in arrears, except for clients at UBS and Morgan Stanley UMA Program, custodians that automatically bill clients in advance. For fixed fee engagements under a Financial Planning or Consulting Agreement, we require a retainer at the start of the engagement, with the remainder of the fee directly billed to the client and due within thirty (30) days of the financial plan being delivered or consultation rendered to the client. The exact amount of the retainer will be set forth in the Agreement. 17  E. Additional Compensation Nia’s employees do not accept compensation for the sale of securities or other investment products. The only form of compensation we receive is asset-based investment management fees or hourly or flat fees for financial planning/consulting services. Item 6 – Performance-Based Fees and Side-By-Side Management Nia does not charge performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7 – Types of Clients Nia provides discretionary and non-discretionary investment management and/or consulting services to many types of investors, including: individuals, high net worth individuals, trusts, pension and profit-sharing plans, estates, non-profit organizations, corporations, registered investment companies, and financial advisors. Nia also serves as a portfolio manager in a number of UMA Programs. For investment management services, Nia generally imposes a $500,000 minimum account size, although we do reserve the right to alter minimum account size requirements to ensure proper diversification and eligibility to participate in certain managed account platforms. See Item 5 (Fees and Compensation) for information about minimum fees related to financial planning and consulting services. Item 8 – Methods of Analysis, Investment Strategies, Risk of Loss A. Methods of Analysis Used in Formulating Investment Advice Working within our six Nia solutions themes, our investment team researches innovative approaches to the technologies, products, services, and business practices we believe are best positioned to successfully grow and scale while simultaneously addressing systemic risks by producing and deploying needed solutions. We then determine which companies we believe are able to execute effectively, both in deploying their market solution and being profitable, while also playing a significant role in the transition to the next fair, just, and sustainable economy. At this stage we verify that these companies include diversity in leadership. 18  fundamentals and Once our top-down, solutions theme alignment research is complete, we begin to look at granular company-level financial data for qualified companies. We then normally use two different types of analysis depending on company age and size. For our earlier stage, smaller cap, companies we use analysis similar to strength of venture-capital analysis, emphasizing management team, as well as runway for expenses, product design and development. For potential mid and larger cap companies, we apply rigorous quantitative, bottom-up financial analysis to identify which of these potential companies, we believe, offer the best financial positions with minimized risk. Within the financial analysis, we focus on growth potential, market liquidity, and potential bankruptcy risks. At the company level, we employ fundamental investment research, including proprietary valuation methods that embed social and environmental criteria 19  within traditional financial analysis. Our research and investment process is multi- layered to ensure that portfolio companies exhibit sound financial management and work from business models that address one or more of the Nia solutions themes. We look for both protection for the planet and environmental efficiencies in business operations. In this rigorous process, each company is assessed on the basis of financial, business, social and environmental vectors of performance. The data that we use for analysis is derived from financial research journals, financial newspapers and newspapers, investment websites, filings with the Securities and Exchange Commission and company press releases and other sources. There are risks to our analysis in that the underlying data may be incorrect, biased, or incomplete and that the opinions based upon that data may be wrong. B. Investment Committee Nia’s Investment Committee assists in determining the composition of client portfolios including the Nia Global Solutions Equity Portfolio. The Investment Committee makes recommendations as to the composition of portfolios including asset allocation, fund selection, and investment criteria. All final investment decisions for Nia clients are made by Kristin Hull. The Investment Committee also monitors the holdings within each portfolio to help ensure that they continue to meet the selection criteria developed for the portfolio. C. Investment Strategies For multiple types of clients, including separately managed accounts, the Fund, and when serving as a portfolio manager in a number of UMA Programs, Nia employs an actively managed strategy, within a buy-and hold-philosophy, designed to achieve long-term capital growth. Investment holdings are equities that meet the Investment Committee’s strict high-impact, solution-focused, social, environmental, and financial standards. We invest in companies that we believe are providing solutions to the most critical issues confronting our planet, our economies and society. Our strategy is designed to give clients an innovative opportunity to engage in impactful equity investing, built upon a thoughtful and rigorous research process. incorporates both Our portfolio construction approach traditional and innovative, Nia specific management techniques. We combine a top-down and bottom-up research process in identifying companies for inclusion within our investment universe. We begin our search for companies with our six solutions themes as a guide for our top down, venture capital-like search for companies to fill the Nia universe. 20  These themes include: D. Risk of Loss Investing in securities involves a significant risk of loss which clients should be prepared to bear. The primary risks involved with these strategies are the potential for loss of value related to public equity investing and a moderate level of transaction costs related to trading of securities. Clients generally face the following risks when investing in equity securities: ● Manager selection – risks associated with investment manager selection and their chosen strategy. ● General market risk – risks of participating in the capital markets ● Specific risk – risks associated with asset class, sector, and security selection. Nia Impact Capital was established in 2017 and registered as an independent investment adviser for the first time in 2017. We have a six-year track-record operating independently as a registered investment adviser. Certain Nia professionals have worked in other investment advisory enterprises in their professional careers; however, their expertise and past performance is not a predictor or guarantee of future success.1 1 Professionals were not required to be registered as Investment Adviser Representatives when working for prior employers, in accordance with governing federal and state regulations. 21  Participation in the capital markets by investing in securities involves the risk of loss, which clients should be prepared to bear. Below we highlight some, yet not all, possible risks of investing in securities recommended and utilized by the firm: ● No guarantee – Performance of any investment is not guaranteed. There is a risk of loss of the assets we manage that may be out of our control. ● Equity investments – Equities are exposed to general stock market swings and changes in the business cycle which may alter market opinions about the short-term or long-term prospects for an issuer of equity securities. ● Smaller companies – Equity investments in smaller companies involve added risks, such as limited liquidity and greater fluctuations in their perceived values, which may impact our ability to sell these investments at a fair and competitive price in a timely manner. ● Opportunity and Strategy Risk – As discussed above, Nia focuses on and limits recommendations to the types of securities that provide both a positive social and/or ecological impact in addition to financial gains. This creates the risk of clients not investing in other investments that may generate higher returns, but are not deemed to have good social or environmental objectives by the firm. Therefore, there is a risk that a less than optimal financial result could be achieved due to the investment strategy recommended by Nia, even if worthwhile mission-based goals are being met. ● Non-diversification risk – The risk of focusing investments in a small number of issuers, industries or foreign currencies, including being more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. ● Foreign companies - Investments in foreign equity securities involve risk sets and special considerations not typically associated with investing in the more developed and highly regulated U.S. capital markets. These risks may relate to: (a) currency exchange; (b) differences between the U.S. and foreign securities markets, including general market volatility, liquidity, and regulation among other differences; (c) certain economic and political risks, including potential exchange control regulations and limits on foreign investment and repatriation of capital, the risk of political, economic, or social instability, including war and the possibility of expropriation or confiscatory taxation; (d) the possible imposition of foreign taxes on income and gains recognized on such securities; (e) dependence on exports and the corresponding importance of international trade; (f) higher rates of inflation; (g) governmental involvement in and control over the economies; (h) longer settlement periods for securities transactions; and (i) less developed corporate laws regarding fiduciary duties and related investor protections. ● American Depository Securities & Receipts Risk – In certain instances, rather than directly holding securities of non-U.S. companies, the Firm may hold these securities through an American Depository Receipt (an “ADR”). An ADR is issued by a U.S. bank or trust company to evidence its ownership of securities of a non-U.S. company. The currency of an ADR may be U.S. dollars rather than the currency of the non-U.S. company to which it relates. 22  The value of an ADR will not be equal to the value of the underlying non- U.S. securities to which the ADR relates as a result of a number of factors, including the fees and expenses associated with holding an ADR; the currency exchange relating to the conversion of foreign dividends and other foreign cash distributions into U.S. dollars; and tax considerations such as withholding tax and different tax rates between the jurisdictions. In addition, the rights of the Client, as a holder of an ADR, may be different than the rights of holders of the underlying securities to which the ADR relates, and the market for an ADR may be less liquid than that of the underlying securities. The foreign exchange risk will also affect the value of the ADR and, as a consequence, the performance of the investor holding the ADR. ● ESG benefits: Clients utilizing responsible the client’s investing strategies and environment, social responsibility, and corporate governance (ESG) factors may have differing performance from strategies which do not utilize responsible investing and ESG considerations. Responsible investing and ESG strategies may operate by either excluding the investments of certain issuers or by selecting investments based on their compliance with factors such as ESG. These strategies may exclude certain sectors or industries from investment a client’s portfolio, potentially affecting performance. Responsible investing and ESG are subjective by nature, and Nia may rely on analysis and ‘scores’ provided by third parties in determining whether an issuer meets Nia's standards for inclusion or exclusion. A client’s perception may differ from Nia’s or a third party’s on how to judge an issuer's adherence to responsible investing principles. ● Mutual Funds: The risk of owning a mutual fund generally reflects the risks of owning the underlying securities the mutual fund holds. Each mutual fund has different risks and rewards. Generally, the higher the potential return, the higher the risk of loss. Further, when investing in a mutual fund, clients will bear additional expenses based on their pro rata share of the mutual including the potential duplication of fund’s operating expenses, management fees. Clients will also incur brokerage costs when purchasing mutual funds and may have to pay taxes on capital gains distributions received even if the fund goes on to perform poorly after the investor bought shares. Details of a particular mutual fund are available in the prospectus available from the issuer. ● Mutual Fund Principal Risks: As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Fund’s investment strategy depends largely upon the Adviser’s skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund may not be appropriate for use as a complete investment program. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of an investment in the Fund are generally described below. ● ESG Investing Risk: The Fund’s incorporation of ESG considerations in its 23  investment process may cause it to make different investments than funds that have a similar investment universe and/or investment style but that do not incorporate such considerations in their strategy or investment processes. Under certain economic conditions, this could cause the Fund’s investment performance to be worse than similar funds that do not incorporate such considerations in their investment strategies or processes. In applying ESG criteria to its investment decisions, the Fund may forgo higher yielding investments that it would invest in absent the application of its ESG investing criteria. The Fund will seek to identify companies that it believes meet its ESG criteria based on the data provided by third parties. The data provided by third parties may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a company’s ESG practices. The Fund may invest in companies that do not reflect the beliefs and values of any particular investor. ● Active Management Risk: Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and strategies. The ability of the Fund to meet its investment objective is directly related to the success of the Adviser’s investment process and there is no guarantee that the judgment about the attractiveness, value and potential Adviser’s appreciation of a particular investment for the Fund will be correct or produce the desired results. ● Equity Securities Risk: Equity prices are volatile and the prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses o Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. There may be times when the returns for large capitalization companies generally trail returns of smaller companies or the overall stock market. o Small-Cap and Mid-Cap Company Risk. Investing in small- and mid capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid- cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Due to these and other factors, stocks of small and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. ● Foreign Securities Risk: Investments in foreign securities involve risks that may be different from those of U.S. securities. Foreign securities may not be 24  subject to uniform audit, financial reporting, or disclosure standards, practices, or requirements comparable to those found in the United States. Foreign securities are also subject to the risk of adverse changes in investment or exchange control regulations or currency exchange rates, expropriation or confiscatory taxation, limitations on the removal of funds or other assets, political or social instability and nationalization of companies or industries. In addition, the dividend and interest payable on certain of the Fund’s foreign securities may be subject to foreign withholding taxes. Foreign securities also involve currency risk, which is the risk that the value of a foreign security will decrease due to changes in the relative value of the U.S. dollar and the security’s underlying foreign currency. o American Depository Receipt (“ADR”) Risk. ADRs are subject to risks similar to those associated with direct investments in foreign securities. ADRs are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. The risks of depositary receipts include many risks associated with investing directly in foreign securities, such as individual country risk, currency exchange risk, volatility risk, and liquidity risk. ADRs may be available through “sponsored” or “unsponsored” facilities. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends. o Currency Risk. Changes in foreign currency exchange rates will affect the value of the Fund’s foreign securities. Generally, when the value of the U.S. dollar rises relative to a foreign currency, securities valued in that foreign currency lose value in terms of U.S. dollars since that foreign currency is worth fewer U.S. dollars. Currency exchange rates can fluctuate for a number of reasons, including the economic stability of a country, changes in interest rates, devaluation of a currency by a country’s government or central banking authority, and overall demand for a currency or lack thereof. Exchange rates can change significantly over short periods. o Emerging Markets Risk. The Fund may invest in emerging market equity securities. In addition to the general risk of investing in foreign securities, investing in emerging markets can involve greater and more unique risks than those associated with investing in more developed markets. The securities markets of emerging countries are generally small, less developed, less liquid, and more volatile than securities markets of the U.S. and other developed markets. The risks of investing in emerging markets include greater social, political and economic uncertainties. Emerging market economics are often dependent upon a few commodities or natural resources that may be significantly adversely affected by volatile price movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have fewer potential buyers for investments. The 25  securities markets and legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems in more developed countries. Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. Additionally, if settlements do not keep pace with the volume of securities transactions, they may be delayed, potentially causing the Fund’s assets to be uninvested, the Fund to miss investment opportunities and potential returns, and the Fund to be unable to sell an investment. As a result of these various risks, investments in emerging markets are considered to be speculative and may be highly volatile. ● Issuer Risk: Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Fund’s performance. (COVID-19) has resulted ● Stock Market Risk: The return on and value of an investment in the Fund will fluctuate in response to stock market movements. Stocks are subject to market risks, such as a rapid increase or decrease in a stock’s value or liquidity, fluctuations in price due to earnings, economic conditions and other factors beyond the control of the Adviser. A company’s share price may decline if a company does not perform as expected, if it is not well managed, if there is a decreased demand for its products or services, or during periods of economic uncertainty or stock market turbulence, among other conditions. In a declining stock market, stock prices for all companies (including those in the Fund’s portfolio) may decline, regardless of their long-term prospects. Certain market events could increase volatility and exacerbate market risk, such as changes in governments’ economic policies, political turmoil, environmental events, trade disputes, and epidemics, pandemics or other public health issues. For example, the novel coronavirus disease in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, and company closings and product cutbacks, the broad effects of which are currently difficult to assess. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could fall drastically and rapidly and therefore adversely affect the Fund. ● New Fund and Management Risk: The Fund is new and has no operating history. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy or growing to an economically viable size, in which case the Board may determine to liquidate the Fund. In addition, although the Adviser has experience 26  managing separate accounts using a similar strategy to the Fund, the Adviser has not previously served as an investment adviser to a registered investment company prior to the Fund’s inception. ● Certain clients may hold assets in their accounts that are selected by prior investment advisers such as alternative assets consisting of private investments or hedge fund securities. Such assets may continue to be held in accounts although they diverge from the focus of Nia’s recommended investments. Such investments may or may not be included in an account’s value for the purpose of calculating fees due to Nia. Item 9 – Disciplinary Information In this item, we are required to disclose any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management. Nia has no such events to disclose. A. No History of Criminal or Civil Actions Nia, including management persons, has not been involved in any criminal or civil action in a domestic, foreign, or military court. B. No History of Administrative Proceeding Nia, including management persons, has not been subject to any administrative proceedings before the SEC, or any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority. C. No History of Disciplinary Proceedings Nia, including its management team, have not been subject to any disciplinary proceedings with a self-regulatory organization. Item 10 – Other Financial Industry Activities & Affiliations A. Broker-Dealer Registration Status Nia, including its management team, is not registered as, and has no application pending to be, a broker-dealer or a registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status Nia, including management persons, is not registered as, and has no application pending to be, a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. 27  C. Material Conflicts of Interest Relating to Other Investment Advisers functions Administrative Services Provided by Orion Advisor Services, LLC and HIP Investor, LLC. To help manage client accounts, both HIP and Nia utilize Orion’s technology platform. These administrative services allow Nia to perform functions like support data reconciliation, performance reporting, client database maintenance, quarterly performance evaluations, and other related to the administrative tasks of managing client accounts. Due to this arrangement Orion and HIP will have access to client accounts and information but will not serve as an investment adviser to Nia clients. HIP pays Orion a fee on a per-account basis for their services. Nia in turn pays HIP a flat, monthly fee for their services. D. Material Conflicts of Interest Relating to Registered Investment Company When deemed appropriate, Nia will invest, on behalf of its individual accounts, in shares of the Fund. There exists a conflict of interest as Nia has an incentive to place client assets in the Fund since Nia receives management fees from the Fund for providing investment services on the Fund’s behalf. Nia has adopted certain procedures designed to mitigate the effects of these conflicts. As part of our fiduciary duty to clients, Nia and our representatives endeavor at all times to act in the client’s best interest, and recommendations will only be made to the extent that they are reasonably believed to be in the best interests of the client. Additionally, the conflicts presented by these practices are disclosed to clients through this Brochure, and/or verbally prior to or at the time of entering into an agreement with Nia. Further, a client will not be charged an additional management fee at the individually or separately managed account level by Nia for any investments in the Fund. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Nia has adopted a Code of Ethics which establishes standards of business conduct that all Supervised Persons must follow. Supervised Persons include any managing member, partner, or employee of Nia and any person who provides investment advice or support on behalf of Nia and is under our direct or indirect supervision or control. The Code of Ethics is predicated on the principle that Nia owes a fiduciary duty to our clients. Accordingly, the Code of Ethics provides that at all times, Supervised Persons must: avoid placing the interests of Nia and Supervised Persons ahead of client interests; assist Nia in identifying and disclosing to clients, when appropriate, potential and actual conflicts; adhere to the personal investing standards set forth in the Code of Ethics; avoid taking advantage of their position to the detriment of clients; maintain the integrity and independence of the investment advisory process; and maintain full compliance with applicable state 28  and federal securities statutes. Standards of Conduct Nia’s standards of conduct are designed to ensure that clients, Supervised Persons, and the Adviser are protected from unethical and unprofessional conduct. Policies: ● Govern outside activities of Supervised Persons ● Monitor Supervised Person political activity ● Protect confidential information ● Prohibit dealings with parties sanctioned by the Office of Foreign Assets Control ● Facilitate compliance with applicable federal and state securities statutes When deemed appropriate, Nia will invest on behalf of its individual or separately managed accounts in shares of the Fund. Nia receives management fees from the Fund for providing investment services on its behalf. A client will not be charged an additional management fee at the individual or separately managed account level by Nia for any investments in the Fund. B. Personal Trading – Participation or Interest in Client Transactions Supervised Persons are permitted to maintain personal securities accounts with any provider as long as personal investing practices are consistent with fiduciary standards and regulatory requirements, and do not conflict with the duty owed to Nia and our clients. We monitor and control personal trading through: ● Receipt and review of personal securities holdings and transactions reports ● Maintenance of a restricted list of securities in which Supervised Persons may not trade initial public offerings, limited offerings, and private ● Pre-approval of placements ● Other than investments in the Fund, Nia does not buy or sell securities for client accounts in which we have a material financial interest. However, since we are committed to our investment strategies, we may invest in the same securities that we buy and sell for our client accounts. This represents a potential conflict of interest. To mitigate this conflict of interest, our Code of Ethics contains rules and procedures relating to personal trading by Nia in related accounts or accounts held by officers, directors, employees, and their families. From a timing perspective, no Supervised Person may buy or sell a security for himself/herself in an attempt to “front-run” a client transaction if he/she knows that Nia, is purchasing or selling, or contemplating purchasing or selling, that same security on behalf of one or more clients. Supervised Persons may not initiate a personal trade in such securities until after client transactions in the same security 29  have been completed. We closely monitor trading accounts of Supervised Persons to ensure all personal securities transactions are conducted in accordance with our Code of Ethics and in such a manner as to avoid any conflicts of interest, such as frontrunning. In addition, Supervised Persons are encouraged to assign investment discretion on their personal accounts to Nia (wherein they become “related person accounts”), when appropriate. In such cases, client accounts and related person accounts may trade simultaneously. Under no circumstances will related account interests come before unrelated client account interests. The Code of Ethics states that Nia will provide a copy thereof to all Supervised Persons, with a requirement that they provide to us a written acknowledgment that they understand and will abide by the Code of Ethics. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting operations@niaimpactcapital.com. Item 12 – Brokerage Practices A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions Nia’s clients retain discretion to select qualified custodians to hold cash and securities. However, a client’s buy and sell transactions may be executed away from the client’s custodian with a third-party broker-dealer unaffiliated with the Adviser. Such practices will occur only when deemed to be consistent with the Adviser’s fiduciary duty to place client interests first and foremost. When the Adviser retains discretion to select broker-dealers for client trade execution, we will consider several key factors, including commissions, abilities of the broker-dealer, financial wherewithal and strengths of the broker-dealer, and in connection with particularly difficult transactions, the broker-dealer’s expertise with respect to such transactions. This means that the Adviser may not execute a client’s transactions with the respective client’s custodian. This practice of “trading away” from the custodian could involve additional transaction fees which would be payable by the client. The Adviser will evaluate all trade away arrangements and seek to achieve overall quantitative best execution through such arrangements. Nia’s brokerage practices are outlined below: 1. Research and Other Soft Dollar Benefits. Nia does not have any soft dollar agreements in place, yet will receive research or other products or services in connection with client securities transactions as discussed below. 2. Directed Brokerage. Nia will generally not accept directed brokerage 30  instructions from clients. However, expenses associated with trade execution, particularly those imposed by a client’s custodian, will be considered when delegating trade management authority to one or more third-party. B. Soft Dollar Transactions and Benefits Nia Impact Advisors has determined that the industry standard of generating soft dollar benefits to the Company through soft dollar commissions paid by clients to executing brokers is fraught with potential and actual conflicts of interest; therefore, it is Nia Impact Advisors’ policy to not engage in soft dollar transactions. C. Trade Aggregation and Allocation Nia typically affects transactions for each client account independently, and therefore is usually unable to aggregate client orders. However, when able to, the firm may aggregate trades of accounts. Trade aggregation, or “bunching of orders,” may result in better execution and/or better realized prices. Because Nia’s investment management services utilize various types of investments and securities, it may not be possible to bunch orders. Alternatively, even when possible, Nia may not be able to execute all shares of an aggregated trade because of prevailing market conditions and other variables, in which case the firm will allocate the trade among participating accounts in an equitable manner determined prior to execution of the trade. In certain cases, the firm may not be able to purchase or sell the same security for all clients that could transact in the security, which is generally based on various factors such as the type of security, size of the account, cash availability and account restrictions. Nia works with third party trading firms at times to execute trades at the discretion of Kristin Hull. Each trading firm will be expected to follow the written trade aggregations allocations policies. Nia monitors the trade management of traders and seeks to ensure that no client account is disadvantaged through the third party’s trade aggregation and allocation practices, including the consideration of trade away arrangements. D. Directed Brokerage Under certain circumstances, Nia may allow a client to direct the firm to execute all or a portion of client transactions through a specific broker (“Directed Brokerage”). If that is the case, the client should understand that: (1) Nia generally does not negotiate specific brokerage commission rates with the broker on client’s behalf, or seek better execution services or prices from other broker/dealers and, as a result, the client may pay higher commissions and/or receive less favorable net prices on transactions for their account than might otherwise be the case; and (2) transactions for that account generally will be affected independently unless Nia is able to purchase or sell the same security for several clients at approximately the same time (“block trade”), in which case the firm may include such client’s transaction with that of other clients for execution by the same broker. If transactions are not able to be traded as a block, the firm may have to enter the transactions for the client’s account after orders for other 31  if, clients, with the result that market movements may work against the client. Therefore, prior to directing the firm to use a specific broker- dealer, a client should consider whether, under that restriction, execution, clearance and settlement capabilities, commission expenses and whatever amount is allocated to custodian fees, if applicable, would be comparable to those otherwise obtainable. Clients should understand that they might not obtain commissions rates as low as it might otherwise obtain if Nia had discretion to select or recommend other broker-dealers. Consequently, Directed Brokerage may result in the client paying more money for brokerage services. Subject to its objective to achieve best execution, Nia may decline a client’s request to engage in Directed Brokerage in Nia’s sole discretion, such Directed Brokerage arrangements would result in additional operational difficulties or violate restrictions imposed by other broker dealers. E. Use of Introducing Brokers Instructions provided by Nia (this At times, for certain client accounts (including the Fund) on platforms that do not have internal trading programs available to Nia, the Firm will utilize Loop Capital Markets LLC (“LCM”), a registered broker-dealer, for trade order and execution. LCM books securities transactions to Nia client accounts at custodians against Standard Settlement is a RVP/DVP arrangement). LCM either receives or delivers those instructions to Pershing which serves as LCM’s clearing broker-dealer. Nia does not receive soft-dollar benefits or other forms of compensation from utilizing the services of LCM. Clients' accounts may be assessed trading fees and/or additional fees directly by LCM. Nia does not share in any such fees. Item 13 – Review of Accounts A. Periodic Review of Client Accounts Nia regularly reviews client accounts to ensure that portfolios comply with the investment strategy described in the applicable Investment Management Agreement. Reviews of client accounts take place no less frequently than annually and include a review of all holdings and any activity during the period, including dividends, corporate actions, and accuracy of any management fees and transaction costs. Kristin Hull, Founder and Chief Executive Officer is responsible for client account reviews. Senior Financial Advisor, Julie Johnson McVeigh is responsible for client account reviews for accounts for which she is the designated advisor. Client Investment Programs May Differ Nia’s clients may have similar or overlapping investment objectives and parameters; their investment programs may differ due to, among other reasons, divergent business models, liquidity needs, tax implications, or varied investment objectives and restrictions. 32  We may give advice with respect to one or more clients that may differ from the advice given to other clients. For these reasons, performance results may vary among clients. B. Other than Periodic Review of Client Accounts Nia also reviews our client accounts upon client request at any time, at the time of material cash or security additions or withdrawals, if client investment objectives change, or when extreme market conditions warrant. C. Content and Frequency of Client Reports Nia’s clients receive written statements (electronic or paper) from their chosen custodian at least quarterly. Custodial quarterly statements of account include a summary of account activity for the period as well as a detailed listing of holdings, transactions, changes in market value, and fees. For our asset management services, clients are also provided with regular reports from Nia generated through Orion’s technology platform. D. Review and Issuance of Client Reports – Financial Planning Under the terms of a Financial Planning Agreement, a client’s accounts and source information are reviewed as contracted for at the inception of the engagement. Each financial planning client receives a written financial plan or written report containing financial planning recommendations in accordance with the terms outlined in the respective Agreement. Additional reports are not typically provided unless otherwise contracted for at the time of engagement. Item 14 – Client Referrals and Other Compensation A. Economic Benefits for Providing Services to Clients Nia is not party to any arrangement whereby we or our employees receive any compensation for client referrals to any third-party entity. We do not receive any benefit from a third party for providing services to our clients. As previously mentioned, the Firm provides services to the Fund, and receives compensation for such services. At times, Nia will invest client’s separately managed account assets in the Fund. Please see Items 4, 5, and 10 for additional information and conflicts of interest related to this relationship. B. Compensation to Non-Supervised Persons for Client Referrals Nia has no arrangements in place with independent third parties to assist in identifying potential clients or to refer potential clients to us. Should we choose to participate in any such arrangement in the future, any agreement providing for direct or indirect cash payments by Nia to a person that is a ‘solicitor’ will comply 33  with applicable regulatory requirements. We will ensure that any such solicitor is qualified to conduct solicitation activities on our behalf and is properly licensed or registered in accordance with requirements set forth in the California Code of Regulations and/or other governing regulations. Furthermore, any arrangement will be structured subject to a written agreement. Nia has no arrangements in place to refer our clients to third-party investment managers. Should we choose to refer clients to a third-party manager or adviser in the future, Nia will ensure that such third-party manager or adviser is properly licensed or registered as an investment adviser, in accordance with requirements set forth in the California Code of Regulations and/or other governing regulations. Item 15 – Custody As previously disclosed in Item 5 of this Brochure (Fees and Compensation), we generally, in most cases, directly debit advisory fees from client accounts. Nia has custody of the funds and securities held in a client account solely due to our authority to make withdrawals from client accounts to pay our investment management fee. We have adopted policies and procedures to safeguard client assets, including assets maintained in client accounts where Nia’s personnel have the authority to deduct advisory fees. We also have custody on accounts with Standing Letters of Authorization (“SLOA”) signed by clients allowing third party disbursements. Clients are responsible to select qualified custodians to hold funds and securities within investment accounts managed on their behalf. For each direct fee debit arrangement, receives and retains written authorization from the client to deduct investment management fees from the account held with the qualified custodian. As part of this billing process, each time a fee is directly deducted from a client account, Nia concurrently sends the qualified custodian an invoice or statement of the amount of the fee to be deducted from the client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if an error in any account statement is identified. Item 16 – Investment Discretion Investment Management Services Unless Clients specifically request in writing that Nia manage all or part of their 34  account on a non-discretionary basis, when delivering investment management services, Nia typically accepts discretionary authority to manage securities accounts on behalf of our clients. On a case-by-case basis, we may allow separate account clients to impose reasonable limitations on our investment authority. Clients assign investment discretion to Nia at the outset of the investment management relationship by way of the Investment Management Agreement. In all cases, we exercise discretion in line with our high standards of fiduciary care. Before accepting an account under a new investment management relationship, we conduct a suitability review to identify client objectives, security restrictions, allowable cash positions, custodial arrangements and related data feed capabilities, general risk limits, as well as other relevant factors. Nia or the client’s financial advisor will perform the client suitability review. Written client Investment Management Agreements specify the level of discretion delegated to us. We manage client accounts on a fully discretionary basis where we retain full decision-making authority for investment decisions within the guidelines of the governing Agreement. Client investment objectives, policies, limits, and restrictions must be given to us in writing. Kristin Hull reviews the securities bought or sold to ensure they fall within established client specific and strategy guidelines. When you delegate investment discretion to us, you authorize us to make decisions in line with your investment objectives without seeking your approval, including: ● Determining which securities to buy and sell ● Deciding total amount of securities to buy and sell ● Deciding when to buy and sell each security ● Selecting broker-dealers through whom we buy and sell securities2 ● Setting commission rates paid for securities transactions ● Choosing prices at which we buy and sell securities, which may include broker-dealer transaction costs At times, in Nia’s sole discretion, we may accept trading authorization on a non- discretionary basis, whereby we will be required to contact the Client prior to implementing changes in the Client’s account. Therefore, the Client will be contacted and required to accept or reject our investment recommendations including: the security being recommended, the number of shares or units, and/or whether to buy or sell. Clients should understand that if their accounts are _________________________ 2 Note that clients retain the discretion to select custodians for purposes of safekeeping of cash and securities. The Adviser may trade away from the custodian, as described in Item 12 above. 35  managed on a non-discretionary basis, and Nia is not able to reach such Clients or such Clients are slow to respond to our request, it can have an adverse impact on the timing of trade implementations, and we may not achieve the optimal trading price or be able to batch trades with other accounts. Financial Planning / Consulting Services When delivering financial planning or consulting services, Nia has no discretionary authority over client accounts. Item 17 – Voting Client Securities When providing investment management services, Nia accepts authority and responsibility for voting client securities. Nia votes in accordance with guidelines we have developed, and then determines the applicability of those guidelines on a security-by-security and voting item basis. In all cases proxies are voted in a manner consistent with the best interest of our clients, and when appropriate, to advance environmental and social issues. When Nia votes proxies on behalf of a client, SEC rules require our Firm to keep certain records relating to proxy voting policies, including a copy of the policy, a record of all votes cast, and client communications related to proxy voting. In certain circumstances, and in accordance with the client's specific advisory agreement and/or custodial account paperwork, Nia will vote proxies related to securities held by any client in a manner that is in the best interest of the client. Nia is also authorized to delegate proxy voting authority to sub-advisers, which requires Nia to monitor voting processes to ensure compliance. Considering Nia’s fiduciary duties and given the complexity of the issues that may be raised in connection with proxy votes, the Firm partnered with a third-party vendor, As You Sow, in partnership with Broadridge to vote on behalf of Nia Impact Capital. In exercising its voting discretion, Nia and its employees shall avoid any direct or indirect conflict of interest raised by such voting decision. We will provide adequate disclosure to the client if any substantive aspect or foreseeable result of the subject matter to be voted upon raises an actual or potential conflict of interest. If a client is interested in directing our vote in a particular solicitation, we encourage our clients to contact us so that we can work together to facilitate such a request. Clients may obtain a copy of our proxy policy and/or a record of how we voted any proxies on behalf of their account(s) by contacting us at operations@niaimpactcapital.com. 36  Item 18 – Financial Information A. Prepayment of Fees As noted above in Item 5 (Fees and Compensation), investment management fees are paid in arrears on a quarterly basis at the end of the billing period. Financial planning or consulting fees are paid in arrears following the end of the engagement period. For fixed fee engagements under a Consulting Agreement, we require a retainer to be paid at the time of engagement, with the remainder of the fee directly billed to the client and due within thirty (30) days of the financial plan being delivered or consultation rendered to the client. The exact amount of the retainer will be set forth in the Agreement. Nia does not require or solicit prepayment of more than $1200 in fees six months or more in advance. B. Financial Condition Nia has no financial obligation that impairs its capacity to meet contractual and fiduciary commitments to clients. C. Subject of a Bankruptcy Petition Nia is not now and has never been the subject of a bankruptcy proceeding. 37