PRENTISS SMITH & COMPANY, INC.

PRENTISS SMITH AND COMPANY, INC. 950 Western Avenue Brattleboro, VT 05301 (800)223‐7851 www.prentiss-smith.com December 31, 2024 This brochure provides information about the qualifications and business practices of Prentiss Smith & Company, Inc. If you have any questions about this brochure, please contact us at (800)223‐7851 and/or info@prentiss‐smith.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. Our Brochure may be requested by contacting Penny Kaufman at (800)223‐7851 or penny@prentiss‐smith.com. Our Brochure is also available on our web site free of charge, www.prentiss-smith.com. Prentiss Smith and Co. is a registered investment adviser. Registration of an Investment Adviser does not imply any level of skill or training. The oral and written communications of an Adviser provide you with the information to help you determine to hire or retain an adviser. Additional information about Prentiss Smith and Company is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with Prentiss Smith and Company who are registered, or are required to be registered, as investment adviser representatives of Prentiss Smith and Company. Registration does not imply a certain level of skill or training. 1 Prentiss Smith and Company, Inc. Item 2: Material Changes There have been no material changes since our dissemination of our ADV as of December 31, 2023. 2 Table of Contents Item 1: Cover Page 1 Item 2: Material Changes 2 Item 3: Table of Contents 3 Item 4: Advisory Business 5 Item 5: Fees and Compensation 5 Item 6: Performance Based Fees and Side‐by‐Side Management 6 Item 7: Types of Clients 6 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss 6 Item 9: Disciplinary Information 8 Item 10: Other Financial Industry Activities and Affiliations 8 Item 11: Code of Ethics, Client Transactions and Personal Trading 8 Item 12: Brokerage Practices 9 Item 13: Review of Accounts 10 3 11 Item 14: Client Referrals Item 15: Custody 11 Item 16: Investment Discretion 11 Item 17: Voting Client Securities 11 12 Item 18: Financial Information 4 Item 4: Advisory Business Prentiss Smith and Company, Inc. was founded in 1982 by Prentiss C. Smith, and incorporated in 1984 in Brattleboro, Vermont. The firm is 98% owned by Prentiss C. Smith and his immediate family, with 2% ownership by other individuals. Inc. provides investment management services primarily Prentiss Smith & Co. for Individuals and endowment funds. We endeavor to fulfill client investment objectives by our intense focus on capital preservation, followed by capital appreciation through a GARP (growth at a reasonable price) investment style, and finally the value-added service of reviewing the societal effects of pertinent products and company policies. in instances clients may place restrictions on the certain in Although Prentiss Smith and Company has discretion over the buying and selling of client sale of securities, in certain their account as well as the purchase of securities specific securities industries. These limitations may have an effect on the performance of the account. those any differently currently does not provide portfolio management Prentiss Smith and Company services to any accounts enrolled in a wrap fee program with their broker. We have done so in the past, and than other accounts were not managed accounts. Our management fee was calculated by us in the same manner as other accounts, and the wrap accounts were billed accordingly – we did not receive any portion of the wrap fee for our services. As of 12/31/2024 we managed $430.97 million on a discretionary basis and $6.0 million on a non‐ discretionary basis. Item 5: Fees and Compensation percentage of the alternate arrangement is made. Fee calculation details prorated fee. The contract can be calendar quarter will be charged a a written time by verbal notice from either the or the advisor. The quarterly fee paid would be refunded on a prorated basis The fee charged for investment advisory services is a bill assets under management. The fee may be deducted from the account or we will the client directly, if that is the client’s preference. The standard fee schedule is 0.75% per annum on amounts up to $5 million; 0.65% on the next $5 million; 0.55% on the written agreement next $10 million. Each client’s fee arrangement is contained in a ranges with Prentiss Smith & Co., signed by the client. Fees are negotiable, no have been established. The fee is payable in advance, every three months, based on the account value at the end of the calendar quarter. The per annum rate is divided by four then applied to the market value to arrive at the quarterly assessment. The calculation of the first payment commences with our receipt of assets to manage, unless an are sent to the client along with our quarterly report. Accounts initiated or terminated during a terminated at any client or upon termination of the contract. 5 funds for clients. Occasionally a In addition to our management fees, clients may be charged a brokerage commission on trades executed (please refer to Item 12 of this brochure Brokerage Practices) and may also be charged a custodial fee by their non‐broker custodian. Where diversification would prove difficult due to account size, applicant may purchase mutual client will bring into his/her portfolio mutual fund shares previously purchased. Client's management fee is based on the entire market value of the account, which would include mutual fund shares. Since client may already pay a management fee to the mutual fund company, our additional fee may result in the client’s paying two management fees on the mutual fund holdings. Clients also have the option to purchase investment products that we recommend through other brokers or agents that are not affiliated with Prentiss Smith and Company. No employees of Prentiss Smith and Company receive compensation for the sale of securities or other investment products. Item 6: Performance Based Fees and Side‐by‐Side Management We do not assess any management fees based on account performance. Item 7: Types of Clients Prentiss Smith and Company provides investment management services to Individuals, Trusts, Estates, Charitable Organizations, and Corporations. The minimum beginning account value is $250,000.00. This minimum may be waived on new accounts referred by current clients. Item 8 (a): Methods of Analysis and Investment Strategies investment style as a is often contrarian fallen, volume investor psychology has toward particular long‐term, GARP (growth at a reasonable We view our price) approach that In general terms we see the in nature. pricing of stocks as a constant struggle between the fundamental math underlying stock values and the shifting of investor psychology. We typically buy stocks when the turned is subdued, and share price has negative reduce positions when the companies. Conversely, we share price runs well ahead of progress at a given compa ny. The investment process begins with a quantitative approach that measures the relative valuation of a company against peers and its own growth profile. This produces a list of candidates for investment that we analyze further. We then consider the market position of the underlying company, its balance sheet, free cash flow and strategy for deployment of cash flow, economic sensitivity of the business, exposure to interest rate fluctuations, and management’s ability and integrity. If we do not find anything within our research that contradicts or undermines the quantitative signal, we consider the stock for purchase. 6 We believe that a company’s long-term success is linked to a positive relationship between the company and its customers, employees, community, and the environment. While we look at the societal effects of companies, we do not buy shares in companies strictly because of their positive social attributes. The prospect of capital appreciation and dividends that contribute to meeting the financial objectives of clients has to be likely before we will buy the shares in any company. government agency foreign government bonds, and goal. There are times when we hold term treasury bills in accounts, when we without, what we believe to be, the extent that we buy as equity When making fixed income investments the objective is to produce a return for clients that exceeds inflation on an after‐tax basis. We have employed a number of strategies, including inflation‐indexed treasury bonds, notes, high‐grade municipal bonds, investment‐grade corporate bonds to achieve this substantial portions of cash or short‐ cannot satisfy the investment objective above excessive duration and interest‐rate risk in the portfolio. To corporate bonds, these investments are screened on the same points investments. of fixed income and equity investments and a relative return approach Finally, we employ two investment strategies for our clients; a total return approach that incorporates a mix with broad discretion granted to us over asset allocation, that maintains strict asset allocations at the instruction of the client and references a specific benchmark. Item 8 (b): Risk Disclosure Investing in securities involves risk of loss that clients should be prepared to bear. Any security, and by extension, any investment portfolio, can decline in value. if a company fails to meet Equity securities are exposed to both general market risk and specific investment risk. The price of a stock is often affected by fluctuations in the broader market and this volatility can result in significant investment loss. Additionally, a particular investment may decline in value, irrespective of the general stock market, investor expectations over a given time frame. i s a long‐term, GARP (growth at a r easonable price) Our particular investment style, w h i c h approach often contrarian in nature, is our attempt to control some of these risks, while maximizing returns. 7 Fixed income securities are predominantly exposed to credit risk and interest rate risk. Bonds carry a risk of default, in which an issuer is unable or unwilling to make payments on interest or principal. Additionally, the threat of default will often result in a downgrade by a credit agency. Either event will result in a likely loss for the bondholder. Interest rate risk is present when interest rates are rising and a fixed income security may not be held to maturity. The price on the bond will likely decline, as its interest rate increases to match the broader market. An investor selling the bond early will suffer a loss on their investment that will become greater with longer dated maturities. Finally, a bond investor may face inflation risk, call risk, prepayment risk and liquidity risk, depending upon the nature of the fixed income security. Item 9: Disciplinary Information There have been no incidents of criminal or civil action, administrative proceedings before the SEC or any SRO proceedings against our firm or any personnel, management or otherwise. Item 10: Other Financial Industry Activities and Affiliations or arrangements with any financial Prentiss Smith and Company has no affiliations industry organizations. Our management personnel are registered only as representatives of our firm. Our firm and our management personnel do not receive compensation, directly or indirectly, from any financial industry organization. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading All supervised persons, defined herein as partners, officers, directors and employees of Prentiss Smith and Company, are required to abide by a standard of conduct that respects the fiduciary obligation that we have to our clients and complies with all federal securities laws. Prentiss Smith and Company will not condone any behavior that is, or could be construed to be, unethical, dishonest or illegal. Supervised persons are forbidden from accepting gifts of any kind from clients. Employees may not serve as director of a publicly traded company without prior approval of Prentiss R. Smith. A copy of our Code of Ethics is available upon request. an aggregated Prentiss Smith & Co., Inc. household accounts, which include PSC employees as well as spouses, children and partners of employees sharing the same household, may from time to time buy, sell, or hold positions in various securities in which clients may also have a financial interest. Securities trades for PSC household accounts will be either entered separately after all client trades in said security have been completed, or may in certain cases be aggregated with the client trades. If a trade is partially filled, PSC household accounts will not receive any shares from such aggregated trades. PSC household accounts may be included in clients receive their full intended allocation. trade only if all 8 or from the Company All trades, including IPO participation, done outside the trading desk by employees those living in their households, must receive pre‐approval President, Chief Compliance Officer, or their designee, prior to placement of said trades and trade must be executed by the end of the trading day on the day the approval is given. Additionally, all trades done outside the trading desk must be reported to the trading desk within 10 days after the end of the quarter and will be reviewed by the CCO and Prentiss R. Smith to ensure compliance. All employees and members of their households are required to submit complete reports of all of their securities holdings. This report must be received by the CCO at the time of hire, and annually thereafter, to be received by the CCO not more than 30 days following the end of the calendar year. a buy or a sell trade based on President, immediately and must not disclose this Employees are strictly forbidden to make either insider information. Insider information is deemed to be information that could have a material impact on a company and its stock price, and is not generally known by the public. In the event an employee becomes privy to insider information, he/she must report this information to Prentiss R. Smith, information to any other person. Item 12: Brokerage Practices Prentiss Smith and Company may recommend qualified custodians to clients for their approval. PSC is independently owned and not affiliated with any custodian. When recommending a brokerage firm as custodian for a client’s assets we consider whether they charge commissions on trades, our ability to aggregate trades for a larger number of clients at said broker/custodian, best execution of trades we enter on behalf of clients, our ability to buy securities from firms other than the broker/custodian and have them delivered to the clients’ accounts (called a trade away), commission volume discounts that may accrue to clients, and operational services, such as web access and on‐line banking. We do not participate in any soft dollar arrangements with brokers or custodians. timely fashion, the trading ability of its traders or brokers, and When considering new brokerage relationships, we consider all aspects of brokerage firm services, including its information technology and reporting systems, its ability to execute availability of its orders in a personnel, particularly during periods of heavy market activity, its back‐office capabilities. We try to obtain brokerage services that we deem valuable to our management of client accounts. At this time, the majority of our clients trade with brokers that no longer charge any trade commission. All remaining broker relationships with commission‐charging brokers are client‐ directed broker relationships. 9  Directed brokerage relationships may occur if a client requests to work with a specific firm, usually one with whom they have an established relationship. In those instances, all trades for that client would be placed with the requested broker. Directed brokerage relationships also occur in wrap account programs where all trades go through the brokerage firm sponsoring the wrap program. In cases of directed brokerage, clients should be aware that our ability to negotiate lower commissions, aggregate trades, achieve best trade execution, have access to certain securities (in particular certain bonds), receive certain services, or get volume discounts for clients, may be limited or compromised by such directed brokerage relationships. Advisor aggregates trades for clients when practicable. Our policy governing the allocation of aggregated trades (also referred to as block trades) is as follows: if a block order is fully executed the allocation of shares will conform to the client allocation sheet drawn up before the trade was entered. All clients trading through the same broker will receive the same average price if the trade is executed at different price points. If a block order is partially executed the shares will be divided amongst clients so that each client receives a meaningful part of the intended allocation. In those cases where the amount of shares purchased or sold is too small to be divided into meaningful lots, the shares will be allocated to clients based on their portfolio structure and investment objectives. If all portfolio factors are equal the shares in a partially filled order will be rotated among clients in an equitable manner. From time to time, we may purchase a security from a broker other than the custodial broker and transfer this purchase into a client’s account. This is called a trade‐away and is done when the custodial broker is unable to obtain a particular security (usually a bond) that we feel is important to the structure of the client’s account. The cost of this service is $25.00, charged by the client's custodian for processing the trade‐away transaction. Item 13: Review of Accounts Senior Research Analyst; Prentiss C. Smith, The members of the team that review accounts are Prentiss R. Smith, President and Senior portfolio strategist; Frederick Brubaker, Advisor; and Penny Kaufman, Director of Client Relations. Prentiss R. Smith, Frederick Brubaker and Prentiss C. Smith are responsible for researching equity and fixed income markets and determine the timing of stock and fixed income transactions. Members of the team analyze the structure of client portfolios and track the performance of accounts, bearing in mind the overall objective of each client. The final decisions to buy or sell positions are made by Prentiss R. Smith. Members of the team review the client accounts under their purview on at least a semi‐annual basis. and Clients receive monthly position and transaction reports from their custodian, quarterly portfolio evaluation reports from us. Our report shows the value of the account, security positions held, the percentage and dollar change from the cost of these positions, gains or 10 losses taken during the year and the performance record for the account while under the management of Prentiss Smith and Company, Inc. In addition to the reports, the client receives trade confirmations from the executing broker. Our quarterly reports to clients also state the advisory fee the client paid to us, custodial fee paid to the custodian, dividends and interest received, deposits and withdrawals made and accrued interest that has accumulated on bond positions. Item 14: Client Referrals Prentiss Smith and Company does not compensate any person for client referrals. Certain employees may be compensated based on client assets. Item 15: Custody Although we do not have physical custody of client funds, we deduct management fees from the account. All of our clients’ custodians provide a monthly statement directly to the clients as well as providing us with one. We reconcile our system to the custodians’ statements monthly, noting, researching and correcting any discrepancies. Additionally, we provide a quarterly statement to the clients and we strongly urge our clients to compare the two separate statements that they receive. Item 16: Investment Discretion Prentiss Smith and Company exercises full discretion over the buying and selling of clients’ assets in a manner consistent with the stated investment objectives for the particular clients for which it advises. Clients must sign a Discretionary Trading Authorization when they enter into a management relationship with us. In certain instances, clients may place restrictions on specific securities in their account as well as prohibiting the purchase of securities within a certain industry or asset class. These limitations may have an adverse effect on how the performance of the applicable security affects the performance of the account. Item 17: Voting Client Securities In addition to investment management of our clients’ assets, Advisor votes all proxy ballots for corporate actions, reorganizations and resolutions for those clients that have delegated this authority to us. From time to time, a client may request we vote a proxy in a particular way on their behalf and we will endeavor to satisfy this request, if possible. A copy of our policies and procedures relating to proxy voting is available upon request. A client may also request information as to how we have voted with respect to their securities by contacting us directly. 11 Item 18: Financial Information Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Prentiss Smith and Company’s financial condition. Adviser has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. 12