SEABRIDGE INVESTMENT ADVISORS LLC

Part 2A of Form ADV: Firm Brochure Item 1 – Cover Page 1777 Northeast Expressway NE, Suite 220 Atlanta, Georgia 30329 450 Springfield Ave, Suite 301 Summit, NJ 07901-2610 908-273-5085 www.SeaBridge.com March 2025 This Brochure provides information about the qualifications and business practices of SEABRIDGE INVESTMENT ADVISORS LLC (“SeaBridge”). If you have any questions about the contents of this Brochure, please contact Nicole Goberman at SeaBridge at 908-273-5085 ext. 214 and/or NGoberman@SeaBridge.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. SEABRIDGE INVESTMENT ADVISORS LLC 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 information about which you determine to hire or retain an Adviser. Additional information about SEABRIDGE INVESTMENT ADVISORS LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with SeaBridge who are registered, or are required to be registered, as investment adviser representatives of SeaBridge. i  Item 2 – Material Changes from last Annual Update: As of January 2025, SeaBridge has started SeaBridge Private Wealth, a division of SeaBridge Investment Advisors. Paul Auslander has joined SeaBridge as of 1/1/2025 as President of SeaBridge Private Wealth DBA of SeaBridge Investment Advisors, LLC. The solicitor arrangement with ProVise Management Group, LLC has been terminated as of December 31, 2024. David Descalzi has transitioned from Portfolio Manager to Member of the Investment Advisory Committee. ii  Item 3 -Table of Contents Part 2A of Form ADV: Firm Brochure ............................................................................................................ i Item 1 – Cover Page ....................................................................................................................................... i Item 4 – Advisory Business ........................................................................................................................... 1 Item 5 – Fees and Compensation ................................................................................................................. 2 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................. 4 Item 7 – Types of Clients ............................................................................................................................... 4 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 4 Item 9 – Disciplinary Information ................................................................................................................. 8 Item 10 – Other Financial Industry Activities and Affiliations ...................................................................... 8 Item 11 – Code of Ethics ............................................................................................................................... 9 Item 12 – Brokerage Practices .................................................................................................................... 11 Item 13 – Review of Accounts..................................................................................................................... 15 Item 14 – Client Referrals and Other Compensation .................................................................................. 16 Item 15 – Custody ....................................................................................................................................... 16 Item 16 – Investment Discretion ................................................................................................................ 17 Item 17 – Voting Client Securities ............................................................................................................... 18 Item 18 – Financial Information .................................................................................................................. 18 iii  Item 4 – Advisory Business SeaBridge is a registered investment adviser. The firm was founded in 1996 and has been managing client accounts since January 1997. The principal owners of the firm, who are all actively involved in the firm, are Christopher Hohlstein, Adrian Morffi, Matthew Falkowski, Howard Chin, and Nicole Goberman. Elyse DeBona holds a minority interest in the firm. SeaBridge manages global portfolios of publicly traded securities (primarily equities but also including some other classes of securities such as Master Limited Partnerships (MLPs), Real Estate Investment Trusts (REITs), closed-end funds (CEFs), Business Development Companies (BDCs), Exchange-Traded Funds (ETFs), etc.) These portfolios are generally in one of the following investment styles: International Strategy: (Global Equities with a concentration outside the U.S.) • Global Diversified Strategy: (Global Equities and Fixed Income) • • Global Growth Strategy: (Global Equities) • Core Global Strategy: (Global Equities with a concentration in the U.S.) • Yield Growth Strategy: (Dividend Equities along with dampening assets) • Cautious Core Strategy: (Global Equities, bond-like investments and cash) SeaBridge does manage portfolios in other specialized styles. SeaBridge also customizes portfolios for certain individual client criteria. Where appropriate, we may recommend the use of an outside manager for certain client accounts under our management. Clients specify their level of risk tolerance and account objectives and may impose certain restrictions on the account (including restricting individual securities or groups of securities from purchase and/or sale). SeaBridge offers: • Discretionary management of individual client accounts • Advice and recommendations to consultative clients • Financial planning and consulting For its discretionary management, SeaBridge manages the client portfolios according to the client’s individual risk tolerance and objectives within the investment strategy chosen by the client. SeaBridge makes decisions about trading in the account according to its conclusions about what would be appropriate for the client account (subject to any account restrictions specified by the client for the account or any specific instructions by the client, e.g. to raise cash for a withdrawal). SeaBridge executes the trades for the client accounts, reviews custodian 1  actions and records for the clients, and votes proxies that SeaBridge receives for the securities in the client accounts. For its Financial Planning & Consulting service, SeaBridge provides a variety of standalone financial planning and consulting services to clients for the management of financial resources based upon an analysis of current situation, goals, and objectives. Financial planning services will typically involve preparing a financial plan or rendering a financial consultation for clients based on the client’s financial goals and objectives. This planning or consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study, Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of Credit Evaluation, or Business and Personal Financial Planning. As of December 31, 2024, our firm has Discretionary Assets Under Management of $614,404,483. Item 5 – Fees and Compensation SeaBridge charges management fees for its services. Similar services may be obtained from other advisers at a lower cost. For its discretionary clients, these fees are based on assets under management and are generally charged quarterly in advance based upon the market value of the assets on the final business day of the previous quarter. For certain illiquid private securities, billing will be based on the most recently available valuation which typically has a one quarter lag. For most discretionary clients, SeaBridge deducts the fees directly from the client accounts after the quarter-end package of reports (which includes a copy of the management fee invoice which clients can review) is sent to clients. Clients may, however, choose to pay their fees directly instead of authorizing SeaBridge to deduct the fees from their accounts. Fees for discretionary accounts are set on a case-by-case basis depending on the type of account and account strategy and are determined generally as a percentage of the amount of assets in the account at the beginning of each quarterly valuation period. Unless otherwise agreed to in writing, advisory fees will be assessed on cash and cash equivalents. For some clients for whom SeaBridge acts as a discretionary sub-adviser, fees are charged in arrears based on values at the end of the quarter. Assets that transferred to SeaBridge from another advisor may have a different fee schedule with alternative layered discounts, but will never exceed 1.50%. Fees for any third-party manager utilized in a client portfolio will be separate 2  and in addition to our fees and shall be disclosed in a separate agreement. Standard fees for accounts are shown below: ANNUAL RATE International Strategy Asia Strategy Global Growth Strategy Global Diversified Strategy Core Global Strategy Yield Growth Strategy Cautious Core Strategy 1.50% 1.15% 1.10% 1.10% 1.10% 1.00% 0.70% For certain larger accounts, SeaBridge may apply a layered fee schedule based upon the standard annual fee rates noted above, so that with respect to both individual and institutional accounts in excess of (i) $3,000,000, a fee rate equal to .75 of the standard rate otherwise applicable to such account would apply to that portion of the account above $3,000,000, and (ii) $10,000,000, a fee rate equal to .50 of the standard rate otherwise applicable to such account would apply to that portion of the account above $10,000,000 (while the fee rate in clause (i) of this paragraph would apply with respect to the $3,000,001 - $10,000,000 layer of any such account).For clients or groups of clients with more than one account under management by SeaBridge, SeaBridge may consider the total assets under management for that client, client household, or consultant and may apply a discounted fee based on the total asset size. Fees may also be reduced for employees and their families, officers, or Senior Advisors of SeaBridge, or for educational or philanthropic institutions, or others. The fees described above in the preceding paragraphs are intended to cover most discretionary accounts, but fees for individual client accounts with special needs or circumstances are negotiable over a range of 0.25% to 1.5%. Our firm charges on a flat fee basis for financial planning and consulting services to individuals and institutions. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client but will not exceed $250,000 annually. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months. 3  If a client terminates its relationship with SeaBridge, fees will be reimbursed on a pro rata basis for the quarter as of the date assets are removed from the firm's supervision. If a client opens an account during a quarter, fees for the quarter are prorated. SeaBridge’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as management fees, custodial fees, transaction charges, ADR fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to SeaBridge’s management fee, and SeaBridge shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that SeaBridge considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Item 6 – Performance-Based Fees and Side-By-Side Management SeaBridge does not charge any 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 SeaBridge may provide portfolio management services to individuals, high net worth individuals, profit-sharing plans, charitable institutions, foundations, endowments, private investment funds, foreign funds such as UCITs, SICAVs and foreign investment companies, and other U.S. and international institutions and investment companies. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. SeaBridge manages equity portfolios which are subject to the general risks associated with portfolios invested in equities. Examples of risks include, but are not limited to, the following: 4  • There is a risk of loss of principal. • There are no guarantees that the expectations of the SeaBridge portfolio managers with regard to the individual securities or companies will be realized. • There is a risk that the securities chosen for a client’s portfolio based on the client’s investment strategy and risk tolerance may have more risk than the portfolio manager anticipated. • There is a risk that securities purchased will not perform as expected; securities may lose all or part of their value. • There is a risk that securities may rebound after sale from the portfolio and the account would not get the benefit of that price appreciation. • Some portfolios may hold more concentrated positions and thereby be subject to increased risk from volatility in individual securities. • The COVID-19 outbreak is an example of a significant risk to portfolio values resulting from the pandemic impacting people, companies, economies, and stock markets. It is uncertain how long the pandemic, and the global disruptions caused by it, will last. • There could be other major disasters which could impact portfolio values significantly in the future. For portfolio styles which include foreign securities, the portfolios are subject to the risks of foreign equities in general. Examples of risks include, but are not limited to, the following: • There is a risk that the value of an investment in foreign stocks will decline based on unfavorable changes in currency exchange rates. • There is a risk that events in a particular country (e.g. political upheaval, natural disasters, or financial events) might cause stock prices in that country to fall. • There is a risk that investors may become concerned about political stability, human rights issues, or health issues in a particular country and sell securities, driving down prices. • Since China is a driver of Asian regional economic growth, there is a risk that a slowdown in the Chinese economy may have a negative impact on companies that depend on the Chinese market for goods and services. 5  SeaBridge analyzes the prospects for an individual company and its stock using company- reported data, Wall Street research reports, company conference calls, economic and market commentaries, and analysis of the competitive environment for the company, the overall economy, political environment, and markets. For investment in funds, SeaBridge reviews the fund characteristics, managers, expenses, results and (for closed-end funds) the premium or discount at which the fund is trading relative to net asset value (NAV). SeaBridge’s analysis and conclusions may be incorrect, and the securities may not perform as expected. Private Equity: Private equity is an equity investment into non-public companies. Private equity funds hold illiquid positions (for which there is no active secondary market) and typically only invest in the equity and debt of target companies, which are generally taken private and brought under the private equity manager's control. Risks associated with private equity include: • Funding Risk: The unpredictable timing of cash flows poses funding risks to investors. Commitments are contractually binding and defaulting on payments results in the loss of private equity partnership interests. This risk is also commonly referred to as default risk. • Liquidity Risk: The illiquidity of private equity partnership interests exposes investors to asset liquidity risk associated with selling in the secondary market at a discount on the reported NAV. • Market Risk: The fluctuation of the market has an impact on the value of the investments held in the portfolio. • Capital Risk: The realization value of private equity investments can be affected by numerous factors, including (but not limited to) the quality of the fund manager, equity market exposure, interest rates and foreign exchange. Private Funds: A private fund is an investment vehicle that pools capital from a number of investors and invests in securities and other instruments. In almost all cases, a private fund is a private investment vehicle that is typically not registered under federal or state securities laws. So that private funds do not have to register under these laws, issuers make the funds available only to certain sophisticated or accredited investors and cannot be offered or sold to the general public. Private funds are generally smaller than mutual funds because they are often limited to a small number of investors and have a more limited number of eligible investors. Many but not all private funds use leverage as part of their investment strategies. Private funds management fees typically include a base management fee along with a performance component. In many cases, the fund’s managers may become “partners” with their clients by making personal investments of their own assets in the fund. Most private funds offer their securities by providing an offering memorandum or private placement memorandum, known as “PPM” for short. 6  The PPM covers important information for investors and investors should review this document carefully and should consider conducting additional due diligence before investing in the private fund. The primary risks of private funds include the following: (a) Private funds do not sell publicly and are therefore illiquid. An investor may not be able to exit a private fund or sell its interests in the fund before the fund closes.; and (b) Private funds are subject to various other risks, including risks associated with the types of securities that the private fund invests in or the type of business issuing the private placement. Investment Advisory Committee SeaBridge Investment Advisory Committee (IAC): A committee to help our team formulate our macro investment view, see critical dislocations in the world’s capital markets, find investment solutions to help our clients meet their objectives, and be general advisors to our firm. Garnett L. Keith, Jr., IAC Chairman: Garnett currently serves as Chairman Emeritus of SeaBridge. Prior to founding SeaBridge, Garnett worked for Prudential Insurance Company where he was the Vice Chairman and Chief Investment Officer from 1985 to 1996. Prior to Prudential, Garnett was Vice President of Irwin Management Company, a family office for the Cummins Engine Company family. Garnett served on the Investment Advisory Committee of the Howard Hughes Medical Institute—a $26 billion medical research endowment—and Chaired its Finance Committee for 20 years. Garnett served on the IAC for two international family offices and is acting as Chairman of the Clermont Foundation, a Keith family private foundation. Garnett currently serves as Chairman of the investment advisory committee of 10Talents Investors. Garnett graduated from Georgia Tech and Harvard Business School. He is a CFA Charterholder and holds the Chartered Financial Consultant designation as well. Robert J. Kolyer Jr., IAC Member: Jay spent the last 23 years as part of the senior investment team at Howard Hughes Medical Institute. Jay most recently served as Managing Director for the Institute’s $8 billion diversifying asset portfolio. The mandate for this portfolio included hedged equity, distressed credit, market neutral, and real asset strategies. Jay also actively participated in overall fund strategy and management as member of the senior team. Prior to his work with HHMI, Jay served as Associate Vice President for Investments at Brown University where he managed the university’s endowment. His responsibilities included asset allocation, manager selection/oversight, tactical overlays and hedges, charitable trusts, and tax-exempt financing. Jay earned a BA in Mathematical Economics from Colgate University and an MBA in Finance from The Tuck School of Business at Dartmouth. David Descalzi, IAC Member: David was formerly a Partner and Managing Director at SeaBridge Investment Advisors through December 2024, where he oversaw the Core Global, 7  Global Diversified, International, and Asia investment strategies. David joined the SeaBridge team in 2002, bringing with him a wealth of experience from his 22-year tenure at The Prudential Insurance Company of America. At Prudential, David held several senior roles, including Senior Vice President in the Financial Restructuring Group and Managing Director of Prudential Global Equities, where he was responsible for all Asia ex-Japan equity portfolios. His experience in financial restructuring and global equities had been instrumental in shaping SeaBridge's investment strategies. David holds a bachelor's degree in English from St. Peter’s College and an MBA in Finance from New York University, demonstrating his blend of humanities and financial acumen. Item 9 – Disciplinary Information Registered investment advisers, such as SeaBridge, are required to disclose all material facts regarding any legal or disciplinary events that would be material to the evaluation of SeaBridge or the integrity of SeaBridge’s management. SeaBridge has no information applicable to this Item. SeaBridge clients and prospective clients may perform their own due diligence and check the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov for information on SeaBridge or any of its principals. Item 10 – Other Financial Industry Activities and Affiliations The following organizations warrant some notes: Transatlantique Private Wealth (“TPW”) Effective July 1, 2020, SeaBridge serves as an investment sub-adviser on a discretionary basis for various accounts managed by TPW. SeaBridge takes care that the client accounts are treated fairly, including the allocation of investment ideas and the execution of trades. 10 Talents Investors Garnett Keith is Chairman of 10Talents Investors Investment Committee. Mr. Keith chairs the investment committee which reviews private equity funds which are open for new investment. His responsibilities include reviewing detailed memos on each prospective fund, 8  reports from managers regarding progress on existing funds, and quarterly reporting of 10 Talents to its limited partners. He participates in annual meetings with managers and LPs. He is a 4% owner of the firm and is compensated a flat annual fee that is not based on invested assets or performance. OTHER ACTIVITIES Outside activities generally do not present material conflicts of interest. In their participation in any outside activities, SeaBridge associates keep in mind the need to always act in the best interests of SeaBridge clients and to maintain the confidentiality of SeaBridge clients. Also, if in the course of these or any other activities, any SeaBridge associate receives information which may constitute material, nonpublic information, the associate (i) should not buy or sell any securities, including options or other securities convertible into or exchangeable for such securities, for a personal account or a client account, (ii) should not communicate such information to any other person (other than the Chief Compliance Officer) and (iii) should discuss promptly such information with SeaBridge’s Chief Compliance Officer. Item 11 – Code of Ethics It is the policy of SeaBridge that SeaBridge will always act in the best interest of its clients, as SeaBridge understands them. SeaBridge and all its associates should abide by the firm’s Code of Ethics. SeaBridge itself does not invest in securities, generally, but may from time to time invest its cash in stocks, bonds, or other cash investments. Should SeaBridge purchase for itself securities being considered for clients, such purchases would be done following compliance rules which put client interests ahead of SeaBridge's. All persons associated with SeaBridge are prohibited from recommending securities which place or appear to place their own interests above that of any client. All trades for a SeaBridge associate’s personal or beneficially owned account must be executed in accordance with compliance rules which put client interests ahead of employee interests. Trades for a SeaBridge associate’s portfolio which is managed by SeaBridge are treated in a manner consistent with other SeaBridge client portfolios. Code of Ethics: SeaBridge has a Code of Ethics specifying that SeaBridge will adhere to the highest legal and ethical standards in conducting its business. All clients of SeaBridge receive a copy of the Code of Ethics and any client or prospective client may request a copy by contacting SeaBridge. 9  The Code of Ethics states that as fiduciary, SeaBridge will render professional, continuous, and unbiased investment advice, acting at all times in the client’s best interests and avoiding, where possible, conflicts of interests (and disclosing conflicts if they exist). SeaBridge’s Compliance Manual sets forth guidelines and procedures to be followed by SeaBridge, its designated compliance officers and all associates for them to fully comply with fiduciary standards and all laws, rules and regulations governing investment adviser activities. The Compliance Manual also details other policies and procedures which associates must follow. All associates must: 1. Always place the interests of clients first; 2. Conduct all personal securities transactions in a manner consistent with this code of ethics, avoiding any actual or potential conflict of interest; 3. Never take inappropriate advantage of their positions; 4. Maintain the confidentiality of client and firm information; 5. Execute their responsibilities in a professional and ethical manner; and 6. Take appropriate action regarding any illegal or unethical practices that come to their attention. All associates have an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. They should try to avoid conflicts of interest and fully disclose all material facts concerning any conflict that does arise with respect to any client. Any associate who becomes aware of a violation of the code of ethics must report that violation to the Chief Compliance Officer or to one of the other senior managers of the company. All supervised persons at SeaBridge must acknowledge the terms of the Code of Ethics annually, or as amended. Employee trading is continually monitored under the Code of Ethics and to reasonably prevent conflicts of interest between SeaBridge and its clients. It is SeaBridge’s policy that the firm will not execute any principal or agency cross securities transactions for client accounts. SeaBridge will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security 10  to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated hedge fund and another client account. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Item 12 – Brokerage Practices Schwab SeaBridge generally recommends that individual clients establish brokerage accounts with the Schwab Institutional division of Charles Schwab & Co., Inc. (Schwab), a FINRA-registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Although SeaBridge may recommend that clients establish accounts at Schwab, it is the client’s decision to custody assets with Schwab. Individual clients open their accounts with Schwab by entering into an account agreement directly with Schwab. SeaBridge does not open the account, although SeaBridge may assist clients in doing so. Even though client accounts may be maintained at Schwab, SeaBridge can still use other brokers to execute trades as described below. SeaBridge is independently owned and operated and not affiliated with Schwab. Schwab provides SeaBridge with access to its institutional trading and custody services. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at Schwab Institutional. These services are not contingent upon SeaBridge committing to Schwab any specific amount of business (e.g. assets in custody or trading commissions). Schwab’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For SeaBridge client accounts maintained in its custody, Schwab generally does not charge separately for custody services but may be compensated by charging clients commissions or other fees on trades that it executes or that settle into their Schwab account. (Certain trades, for example, many mutual funds, ETFs and securities which are traded electronically currently do not incur Schwab commissions or transaction fees.) Schwab is also compensated by earning interest on the uninvested cash in client accounts. In addition to commissions, Schwab charges 11  a flat dollar amount as a “prime broker” or “trade away” fee for each trade that a different broker-dealer executes but settles in your Schwab account. These fees are in addition to the commissions or other compensation the client pays the executing broker-dealer. Because of this, to minimize trading costs, SeaBridge has Schwab execute most trades for client accounts custodied at Schwab. SeaBridge is not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although SeaBridge is not required to execute all trades through Schwab, SeaBridge has determined that having Schwab execute most trades is consistent with its duty to seek “best execution”. Best execution means the most favorable terms for a transaction based on all relevant factors. Schwab Institutional also makes available to SeaBridge other products and services that benefit SeaBridge but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of SeaBridge’s accounts, including accounts not maintained at Schwab. Schwab’s products and services that assist SeaBridge in managing and administering clients’ accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocation of aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of SeaBridge’s fees from its clients’ accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Schwab Institutional also offers other services intended to help SeaBridge manage and further develop its business enterprise. These services may include: (i) compliance, legal and business consulting; and (ii) publications and conferences on practice management and business succession. Schwab may make available, arrange and/or pay third-party vendors for the types of services rendered to SeaBridge. Schwab Institutional may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to SeaBridge. Schwab Institutional may also provide other benefits such as educational events or occasional business entertainment of SeaBridge personnel. In evaluating whether to recommend or require that clients custody their assets at Schwab, SeaBridge may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers and not solely the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Morgan Stanley Wealth Management (“MS”) 12  SeaBridge manages portfolios for one client who has specified that custody be at MS (starting November 2015). MS provides transaction data and information on corporate actions and dividends to SeaBridge for the accounts that SeaBridge manages. Morgan Stanley requires that all foreign trades, trades in U.S. Treasuries, and all mutual fund orders for these accounts be done through MS for administrative reasons. These trades may have higher transactions costs than trades done through other brokers. Other Brokers For discretionary accounts (except in cases mentioned above for MS), SeaBridge may select brokers for trading based on their ability to obtain best execution of a particular transaction, which includes such factors as price, execution quality, settlement efficiency, knowledge of markets, and research coverage (either directly or through a third party). Research includes both macro and security-specific research from brokers. Research services provided by a broker through whom SeaBridge executes trades for a particular client may be used by any or all of SeaBridge's clients. A client of SeaBridge may or may not use all the services provided by the broker executing a trade for the client's account. SeaBridge will have no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any portfolio transaction or to select any broker on the basis of its purported or “posted” commission rate but will endeavor to be aware of the current level of the charges of eligible brokers and to seek to achieve best execution consistent with the services provided by the broker. Although SeaBridge will generally seek competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent. The broker may provide services such as those described above or the transactions themselves may involve specialized handling on the part of the broker or dealer involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. SeaBridge monitors commission rates and reviews the commissions brokers charge for trades they execute. Directed Brokerage SeaBridge generally has the discretionary authority to determine and direct execution of portfolio transactions within the client’s specified investment objectives without prior consultation with the client on a transaction-by-transaction basis. In some cases, certain clients may limit SeaBridge’s discretionary authority in terms of the selection of broker-dealers or other terms of brokerage arrangements and may direct SeaBridge to place transactions for their accounts with a particular broker-dealer, to, among 13  other things, defray consulting fees or other fees. Where a client directs the use of a particular broker-dealer, SeaBridge may be unable to achieve most favorable execution of client transactions, and the client may pay more in execution fees than if SeaBridge was permitted to choose the executing broker. In such cases, SeaBridge may not have as much discretion in determining the terms of how an order will be handled with such broker-dealer and may not be able to freely negotiate commission rates. In addition, SeaBridge may not be able to aggregate the client’s orders with other client orders to reduce transaction costs. As a result, designating use of a particular broker-dealer may cause a client to pay higher commissions or receive less favorable net prices than would be the case if SeaBridge were authorized to choose the broker- dealer through which to execute the transaction for the client’s account. Lastly, in an effort to achieve orderly execution of transactions, execution of orders for clients that have designated particular brokers may, in certain circumstances, be delayed until after SeaBridge completes the execution of non-designated orders; however, SeaBridge does not currently delay such transactions. The client’s choice of custodian may limit the choice of brokers available for trade execution. For example, as mentioned above, MS requires that foreign trades be done through MS for SeaBridge’s client who chose MS for custody. Also, Schwab does not allow foreign executions in the local markets to be done via a DVP account (Delivery vs Payment account where trade is done at Schwab and settled directly at the custodian). Therefore, foreign trades for clients with custody at other custodians cannot be done at Schwab in block orders with accounts custodied at Schwab. Trade Errors In the event SeaBridge makes an error in placement, execution, or settlement of a trade order on behalf of clients, SeaBridge may place a correcting trade with the broker. SeaBridge will ensure there is no negative financial impact to the client. If an investment gain results from the correcting trade, the gain will remain in the client account unless (1) the same error involved other client account(s) that should have received the gain, (2) it is not permissible for the client to retain the gain, (3) the client decides to forego the gain (e.g., due to tax reasons) or (4) brokerage trade correction procedures require that the correcting trade and the error trade remain in the brokerage error account. SeaBridge never receives the gain. If the gain does not remain in the client account and Charles Schwab & Co. Inc. (“Schwab”) is the custodian, Schwab will donate the amount of any gain $100 and over to charity. If a loss occurs greater than $100, SeaBridge will pay for the loss. Schwab will maintain the loss or gain (if such gain is not retained in the client account) if it is under $100 to minimize and offset its administrative time and expense. Generally, if related trade errors result in both gains and losses in a client account, 14  they may be netted. If the error was with another broker, SeaBridge would pay that broker for the loss, unless it is small and the broker chooses not to be reimbursed. Trade Aggregation and Allocation SeaBridge generally aggregates trade orders for clients. Unless there are client-specific reasons to execute a trade for a specific account, SeaBridge generally reviews securities in the context of a particular investment strategy and recommends actions to take for that strategy as a whole (e.g. buy/sell/increase/trim/take gains/take losses, etc.). SeaBridge will generally look across all accounts managed in that strategy and determine whether the action is appropriate for each account, taking into account factors such as the client’s specific objectives and restrictions, the account cash level, current holdings, tax status, etc. SeaBridge then determines the number of shares to buy for each account and prepares a block order for execution. SeaBridge chooses the broker to execute and may place all or part of the order for execution. If the entire order is executed in one day, each account receives its specified number of shares at the same average gross price (before commissions). Note that after-commission price may vary among accounts depending on commission criteria established by the prime broker, local broker, or custodian. If the entire order is not executed in one day (e.g. because of liquidity or price movement), SeaBridge determines an appropriate allocation method across accounts whereby all accounts participating in a specific day’s allocation receive the same average gross price on that day. If individual accounts are targeted to receive a large position, a partial allocation may be made to the individual account (taking into account cost-efficient trading sizes). The allocation continues the next time a trade for this security is executed in the established sequence for that particular trade order (after review before placing the remaining order that no circumstances have changed which should result in a change to the order for a specific account or to the methodology to be used for the remaining allocation). One allocation method which may be used is random order. In other cases, accounts may be prioritized according to other criteria, for example, need for cash or excess cash or need for tax losses or investment strategy. In some other cases, a pro rata portion of the order is allocated to each account participating in the order each day a partial order is executed, particularly if such multiple allocations would not result in excessive transactions costs. Item 13 – Review of Accounts SeaBridge reviews client portfolios on an ongoing basis. Individual portfolios generally fall within a specific investment strategy. The portfolio manager reviews the investments for the 15  specific investment strategy on a regular basis, and periodically reviews individual accounts within the strategy relative to their objectives and risk tolerance. Howard Chin, as Chief Investment Officer, oversees the management of all SeaBridge investment strategies. Mr. Chin will review individual accounts. Ms. Goberman as Chief Compliance Officer will oversee this review process. The investment committee will include Mr. Hohlstein, Mr. Keith, Mr. Chin, Mr. Morffi, Mr. Falkowski and Ms. Goberman, all seasoned investment professionals. Clients receive a report on investment outlook, portfolio strategy, and investment results at the end of each quarter. Item 14 – Client Referrals and Other Compensation SeaBridge receives an economic benefit from the custodian for the client account (e.g. Schwab) in the form of the products and services it makes available to SeaBridge as the investment adviser for the account. These products and services, how they may benefit SeaBridge, and the resulting potential conflicts of interest are described above. (See Item 12 – Brokerage Practices). The availability to SeaBridge of these products and services is not based on SeaBridge giving any particular investment advice such as buying particular securities for clients. Our firm does not pay referral fees (non-commission based) to independent solicitors (non- registered representatives) for the referral of their clients to our firm in accordance with relevant state statutes and rules. Item 15 – Custody Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains client’s investment assets. SeaBridge urges clients to carefully review such statements and compare such official custodial records to the account statements that SeaBridge provides. SeaBridge statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Under government regulations, SeaBridge is deemed to have custody of client assets if the client authorizes SeaBridge to deduct management fees directly from the client’s account or if the client grants SeaBridge authority to move money to another person’s account. The 16  custodian (e.g. Schwab) maintains actual custody of the assets. For most accounts managed by SeaBridge, the client has authorized SeaBridge to deduct fees from the client’s account. The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse funds from a client account to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody of that account. Some clients who have the custody of their accounts at Schwab have signed SLOAs authorizing SeaBridge to instruct Schwab to execute third party money movements for their accounts. To address this issue, SeaBridge has adopted the following safeguards in conjunction with Schwab: 1. The client provides an instruction to the qualified custodian (Schwab), in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes SeaBridge, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. 4. The client can terminate or change the instruction to the client’s qualified custodian. 5. SeaBridge has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. SeaBridge maintains records showing that the third party is not a related party of SeaBridge or located at the same address as SeaBridge. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16 – Investment Discretion SeaBridge receives discretionary authority from the client through the investment advisory contract at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. SeaBridge exercises such discretion in a manner consistent with the stated investment objectives for the particular client account. 17  When selecting securities and determining amounts, SeaBridge observes the investment policies, limitations, and restrictions of the clients for which it advises. Clients should provide their investment guidelines and restrictions to SeaBridge at the outset of the investment management relationship and should update those guidelines and restrictions as appropriate. SeaBridge specifically reminds clients to do so at least once a year. Item 17 – Voting Client Securities Our firm votes client proxies when authorized to do so in writing by a client. Our firm understands our duty to vote client proxies and to do so in the best interest of our clients. Furthermore, it is understood that any material conflicts between our interests and those of our clients with regard to proxy voting must be resolved before proxies are voted. Our firm subscribes to a proxy voting agent service offered by Glass, Lewis & Co. (“Glass Lewis”), which includes access to proxy materials located on company websites as well as recommendations by Glass Lewis. Where voting authority exists, proxies are voted by SeaBridge generally according to Company Board recommendations on routine matters such as the appointment of accountants, auditors, election of directors, or compensation. SeaBridge will typically abstain on social, political, or environmental resolutions unless its evaluation concludes that the economic impact of the proposal may be negative. SeaBridge will review on a case-by-case basis mergers, acquisitions, and reorganizations. Where applicable, our firm will consider any specific voting guidelines designated in writing by a client. Clients may request a copy of our written policies and procedures regarding proxy voting and/or information on how particular proxies were voted by contacting our Chief Compliance Officer, Nicole Goberman, by phone at (908) 273-5085 or email at NGoberman@seabridge.com. Item 18 – Financial Information Registered investment advisers such as SeaBridge are required in this Item to provide certain financial information or disclosures about their financial condition. SeaBridge 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. 18