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Windsor Advisory Group, LLC
2130 Quarry Trails Drive, 1st Floor
Columbus, Ohio 43228
614-545-0300
www.windsoradvisorygroup.com
March 27, 2025
Form ADV, Part 2 (Brochure) provides potential, new and current Clients (you, your)
information about the qualifications and business practices of Windsor Advisory Group
(us, we, our). If you have any questions about the contents of this Brochure, please
contact us at 614-545-0300. 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.
We are an investment adviser registered with the Securities and Exchange
Commission. Our registration as an Investment Adviser does not imply any level of skill
or training. The oral and written communications we provide to you, including this
Brochure, contain information you may use to evaluate us (and other advisers) and may
be a factor in your decision to hire us or to continue to maintain an advisory
relationship with us.
Additional information about Windsor Advisory Group is also available at the SEC’s
website www.adviserinfo.sec.gov (click on the link, select “investment adviser firm” and
type in our firm name). Results will provide you with Parts 1, 2 and 3 of our Form ADV.
Item 2 – Material Changes
This Brochure dated March 27, 2025, is the annual update to our Form ADV 2A. There
have been no material updates since the filing of our last annual amendment, dated
March 21, 2024.
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Item 3 -Table of Contents
Item 1 - Cover Page
Item 2 - Material Changes
Page ii
Item 3 - Table of Contents
Page iii
Item 4 - Advisory Business – Discussion of Personal CFO
Page 4
Item 5 - Fees and Compensation
Page 5
Item 6 - Performance-Based Fees and Side by Side Management
Page 6
Item 7 - Types of Clients
Page 6
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
Page 7
Item 9 - Disciplinary Information
Page 8
Item 10 - Other Financial Industry Activities and Affiliations
Page 8
Item 11 - Code of Ethics, Participation or Interest in Client Transactions
and Personal Trading
Page 9
Item 12 - Brokerage Practices
Page 10
Item 13 - Review of Accounts
Page 12
Item 14 - Client Referrals and Other Compensation
Page 13
Item 15 - Custody
Page 13
Item 16 - Investment Discretion
Page 13
Item 17 - Voting Client Securities (i.e., Proxy Voting)
Page 14
Item 18 - Financial Information
Page 14
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Item 4 – Advisory Business – Discussion of Personal CFO
Principal Owners
Windsor Advisory Group, LLC (Windsor) is a limited liability company originally organized in 2002.
The principal owners of the firm are Harry Dye, III (Trey), Jonathon Eesley, John Mozola and Clayton
Hall.
Advisory Services
We are an investment advisory firm providing family office services to highly successful individuals,
their families and family offices. The services provided are client-dependent and may include
consulting and family office services for various financial matters.
Consulting services include consulting on client’s taxes, trust and estate, charitable giving,
insurance, banking, and private business transactions. Family office services involve acting as a
personal CFO and coordinating with the family’s team of professionals, including attorneys,
accountants, and other trusted advisers.
Portfolio Management
Portfolios under our investment management supervision are usually treated as discretionary
relationships (outlined in Item 16). However, we also have some client consult relationships where
clients direct the purchase or sale of certain securities within their portfolio. Clients may also
impose restrictions on investing in certain securities or types of securities.
For each client, we typically develop a customized Cash Flow/Investment Plan (Plan) based on their
unique goals, liquidity needs, and overall financial objectives. We will implement the Plan using
private investments, separately managed accounts (SMAs), ETFs and mutual funds.
Windsor Investment Vehicles
We serve as the Manager of private investment funds, collectively referred to as Windsor Investment
Vehicles. Windsor Investment Vehicles were created by Windsor and are organized as Ohio limited
liability companies (LLCs). Each fund invests substantially all of its investment assets in the limited
partnership interests of its respective single underlying private fund. Windsor Investment Vehicles
may be a component of a client’s investment plan, if suitable.
Assets under Management
As of 12/31/24 we had total regulatory assets under management (RAUM) of $2,582,151,903.
Discretionary assets under management were $2,551,723,224 and non-discretionary assets were
$30,428,679.
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Item 5 – Fees and Compensation
Our advisory fee is based on the advisory and/or consulting and family office services we provide to
you. We charge an advisory fee in one of three (3) ways:
• based on assets under management (AUM),
• a fixed fee, or
• a combination of an asset-based and a fixed fee.
If your advisory fee is based on your assets under management (AUM), you will pay an annual
advisory fee of 0.50% (50 basis points) for AUM of $10 million or more. If your AUM is less than $10
million, you will pay an annual advisory fee of 0.65% (65 basis points).
The fixed fee is determined by the complexity of your financials and the services we provide.
We will charge a per project fee for certain types of services that do not include investment
management.
Your advisory fee will be paid quarterly, in arrears. If your advisory fee is based on assets under
management, your fee will be calculated based on our portfolio accounting system’s value of your
assets on the last calendar day of each month during the calendar quarter.
Fees are prorated for the number of days in which your advisory agreement is in effect. You may
give written permission, via the advisory agreement you have with us and certain qualified,
independent custodian’s account documents, for your advisory fees to be directly debited by the
custodian from your accounts. You may terminate the written permission at any time. In the
alternative, you may choose to receive and pay an invoice for advisory services.
We reserve the right to negotiate our advisory fees. The fees that we charge for advisory services,
fixed fees, or project fees are specified in your advisory agreement or other services agreement you
have with us.
Fees charged by third-party investment managers and mutual funds are in addition to the advisory
fee charged by us. The third-party managers directly charge you for their investment management
services. The advisory fee that you pay us does not include commissions or other operational
expenses of investment products which may be charged directly or indirectly to you. The third-party
managers directly charge you for their investment management services. The advisory fee that you
pay us does not include commissions or other operational expenses of investment products which
may be charged directly or indirectly to you.
Item 12 of this Brochure further describes the factors that we consider in selecting or
recommending broker-dealers for securities transactions and determining the reasonableness of
their compensation (e.g., commissions). You have the option to purchase securities that we
recommend through other brokers or agents with whom we are not affiliated.
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Valuation
Marketable securities held in a client’s custodian account are priced by the custodian or another
third-party service provider. Windsor is not involved in the pricing of these securities.
The manager or administrator provides the value for a private investment, typically via monthly or
quarterly statements. If actual values are not available, Windsor applies estimated performance
provided by the manager or the administrator to the most recent value. Windsor adjusts values to
include distributions and contributions during the quarter.
Windsor Investment Vehicles
There are variations in fee schedules for the Windsor Investment Vehicles. Management fees are
disclosed in each Windsor Investment Vehicle’s offering documents. Windsor can waive, rebate, or
reduce the amount in its sole discretion. Currently we have elected to not charge a management fee
for any of the Windsor Investment Vehicles. Our clients will pay only the advisory fee as specified in
their Advisory Agreement with us.
Expenses related to the administration of the Windsor Investment Vehicles (legal, audit, third party
administrator, etc.) will be borne by investors in the fund as a reduction in their net asset value. A
more complete description of the expenses paid in connection with an investment in the Windsor
Investment Vehicles, as well as the expenses of the Windsor Investment Vehicles, is available in the
confidential private offering memorandum and other governing documents of each Windsor
Investment Vehicle.
Item 6 – Performance-Based Fees and Side-By-Side Management
We do not charge advisory fees on a share of the capital appreciation of the funds or securities in
your account (performance-based fees). Our advisory fee compensation is charged only as
disclosed in Item 5.
Item 7 – Types of Clients
While we focus on high net worth individuals and families, we also provide advisory services to
trusts, corporations, insurance companies and other business entities, corporate pension plans,
public foundations, private foundations and privately offered funds.
We seek clients with a net worth of $10 million or more but may lower this threshold at our
discretion.
Windsor Investment Vehicles
The minimum initial investment into each Windsor Investment Vehicle is $250,000 with minimum
additional investments of $50,000, however these minimums may be waived by us as the Manager
of each fund.
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Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis
We develop a Plan for you based on your goals and overall financial objectives. Based on your Plan,
we generally build your portfolio utilizing a combination of the following asset classes:
• Cash and Cash Equivalents
• Public Debt
• Public Equity
• Hedge Fund
• Structured Credit
• Private Equity/Private Debt
• Real Estate
In conjunction with your Plan and the size of your portfolio, a variety of the following is used:
• Private Investments
• Separately Managed Accounts (SMAs)
• Exchange Traded Funds (ETFs)
• Mutual Funds (open and closed)
• Money Market Funds or Cash Sweeps
Third-Party Investment Manager Selection Approach
Our manager selection process includes analyzing many qualitative and quantitative characteristics.
Investment Strategy
• Focused strategy and track record
• Sized to the opportunity set
Investment Process
• Repeatable process
• Systems to implement and execute
People
• Manager with significant investment (alignment)
• Extensive experience
• While we strongly consider key personnel, we favor managers with a deep team
Regular Review of Third-Party Managers
Our ongoing third-party manager review process includes the same selection criteria used during the
initial selection process. In addition to the above, our due diligence process for private placements
also includes review of current and past financials as well as current valuations.
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Risks Associated with Investment Strategies
All investments involve risk of loss that clients should be prepared to bear, including loss of your
principal. Asset values can fluctuate substantially over time. Certain investments may not be
appropriate for every client. We cannot guarantee any level of performance, continuation of historical
success, or that you will not experience a loss. There is no guarantee that our strategy, or the strategy
of third-party managers selected by us, will achieve its objective or prove successful.
Risks Associated with Securities Used in Investment Strategies
Windsor Investment Vehicles The investment objective of the Windsor Investment Vehicles is to
provide clients with access to a particular underlying private fund. As the Windsor Investment
Vehicles primarily invest in underlying private funds managed by third-party managers, the risks
relating to the underlying private funds should be considered before investing. For detailed
information on the investment objectives of the Windsor Investment Vehicles and specific risk
factors, please refer to the respective private fund offering and governing documents.
Third-Party Private Investment Vehicles When suitable, Windsor recommends that clients invest in
private investment vehicles. Private investment vehicles are not required to be registered securities,
but most are managed by registered investment companies. The managers of these vehicles have
broad discretion in selecting the investments. There are few limitations on the types of securities or
other financial instruments which may be traded, and some have no requirement to diversify. Private
investment vehicles may trade on margin or otherwise leverage positions. Clients should consult each
investment vehicle’s private placement memorandum and/or other documents explaining such risks
prior to investing.
Item 9 – Disciplinary Information
We do not have any legal, financial, or other “disciplinary” items to report to you. We are obligated to
disclose any disciplinary event that would be material to you when evaluating us to initiate or to
continue an advisory relationship with us.
Item 10 – Other Financial Industry Activities and Affiliations
Windsor has arrangements with other unaffiliated investment advisers to provide sub-advisory
services for its clients. Clients acknowledge Windsor’s discretion to appoint a sub-adviser and that
the compensation owed to the sub-adviser is in addition to the advisory fee paid to Windsor. Windsor
does not receive compensation directly or indirectly from other investment advisers that we
recommend or select for our clients. There may be circumstances where Windsor acts in an opposite
manner for a client than the sub-adviser, given the specific investment guidelines each is managing
for the client. For example, the sub-adviser may buy a security for the client’s account that Windsor is
selling.
A management person of Windsor currently sits on the board of directors for a private company for
which he receives annual compensation and a per meeting stipend. This company is not owned by the
Windsor Investment Vehicles.
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A management person of Windsor currently sits on the board of directors for a private company he is
invested in. Certain clients of Windsor have also invested in this private company independently from
the management person’s association with the company and some clients also sit on the board of
directors. To mitigate the conflict of interest, we do not make recommendations on whether or not to
invest in this company and have prohibited Windsor’s supervised persons from investing in this
company. This company is not owned by the Windsor Investment Vehicles.
A management person of Windsor is a partner in a privately held real estate development company’s
properties. Certain clients of Windsor have also independently invested in these properties prior to the
management person’s association with Windsor. In addition, other principals in the development
company are advisory clients of Windsor. To mitigate the conflict of interest, we do not make
recommendations on whether or not to invest in the development company’s properties. These
investments and outside business activities are monitored under the Firm’s Code of Ethics.
Windsor currently has clients who are in positions of control or have influence over firms that manage
private placements. If suitable and appropriate, we may recommend that our clients invest in the
private placements issued by these firms. The clients who are in positions of control will have access
to more information about these particular investments than other investors in these private
placements. Our Investment Committee performs initial and ongoing due diligence on private
placements to determine whether to recommend the investment to clients.
If suitable and appropriate, we may recommend Windsor Investment Vehicles to you, which are
managed by us. To avoid a financial conflict of interest, we will not charge an additional advisory fee
on our clients’ assets invested in Windsor Investment Vehicles. See Item 5 (Fees and Compensation)
for an explanation of the fees associated with Windsor Investment Vehicles.
Item 11 – Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
All Supervised Persons are held to our Code of Ethics that governs potential conflicts of interest our
Supervised Persons may have when providing our advisory services to you. Our Code of Ethics is
designed to ensure we meet our fiduciary duty to you. Our policies and procedures include personal
trading monitoring and reporting requirements and a prohibition on insider trading.
At the time they are hired, each Supervised Person is provided with a copy of Windsor’s Code of
Ethics and receives training regarding its requirements. We hold an annual training session for the
Code of Ethics and monitor activity in the personal securities accounts of Supervised Persons on a
quarterly and annual basis.
We will provide a copy of our Code of Ethics to any client or prospective client upon request.
We may from time to time invest for our own benefit or for the firm’s benefit, in the same securities
that we recommend to you. Our Supervised Persons may buy, sell and hold securities identical to
those held in your portfolios. Our Supervised Person may buy or sell securities which are held in or
recommended for your accounts at different times than those securities are bought or sold in your
accounts. This presents a potential conflict of interest because employees could trade ahead of
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clients and possibly receive more favorable prices. Windsor’s Code of Ethics is designed to address
such conflicts of interest by requiring all Supervised Persons to always place the interests of our
clients ahead of their own.
Our Supervised Persons may open accounts with sub-advisers that we have hired to manage your
assets. These accounts will be treated in the same manner by the sub-adviser as your accounts which
are managed by the sub-adviser. The sub-adviser will charge the same investment management fee
for the management of our Supervised Persons accounts as it charges for the investment
management of your accounts.
Our Supervised Persons may invest in private placements at the same time and at the same terms as
our clients.
Participation or Interest in Client Transactions
Generally, Windsor does not engage in principal or cross transactions. However, should a situation
arise where a principal or cross transaction is believed to be in the best interest of its client(s),
Windsor will provide written disclosure and relevant details of the proposed transaction to you prior to
the completion of the transaction and will require your consent in writing. The disclosure document
will outline the conflicts of interest, the date of the transaction and the valuation methodology.
Windsor does not act as broker, nor does it collect a fee or commission, on these types of
transactions.
Item 12 – Brokerage Practices
Broker Selection and Best Execution
Windsor is generally retained to manage client accounts on a discretionary basis which authorizes us
to direct execution of portfolio transactions without transaction-by-transaction consultation with you.
We will select broker-dealers to execute portfolio transactions unless you designate a specific broker-
dealer. Based on our experience and ongoing due diligence, we typically use Charles Schwab
(Schwab). Our general objective in selecting broker-dealers is to obtain the best combination of price
and transaction costs (best execution). In addition, we strongly consider factors such as financial
stability, execution capability, service levels, and clearance and settlement capability.
While we may recommend that you establish custodial accounts with Schwab, a registered broker-
dealer, member SIPC, to maintain custody of your assets and to affect trades for your accounts, you
are not required to maintain custodial accounts with Schwab. If you decide to open a custodial
account at Schwab, you will enter into an account agreement directly with them. We will assist you in
opening your custodial account. While maintaining a custodial account at Schwab, you may also
maintain custodial accounts with other third-party custodians. We are independently owned and
operated and not affiliated with Schwab. Schwab provides us with access to its institutional trading
and custody services. Schwab’s services include brokerage, custody, research and access to mutual
funds and other investments that are otherwise only available to institutional investors or for retail
clients at a significantly higher minimum initial investment.
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For your accounts maintained in its custody, Schwab generally does not charge separately for
custody but is compensated by you through commissions or other transaction-related fees for
securities trades that are executed through Schwab or that settle into Schwab accounts. However,
Schwab may charge fees in your custodial account for any cash balance held in one of its money
market funds.
We believe that Schwab charges commissions for trade execution which are reasonable in relation to
the services which Schwab provides to us, including access to mutual funds which are not available
to retail investors or in a “fund direct” arrangement. However, if you maintain custodial accounts with
Schwab, you may be charged additional fees for securities trades executed by a broker other than
Schwab. The commissions charged by Schwab for its trade execution services are reviewed by us.
We believe that working with Schwab is consistent with our effort to seek best execution for you.
We receive special pricing schedules for certain types of transactions from Schwab, for our clients’
accounts, based upon our overall relationship with Schwab and as an incentive for us to continue to
recommend Schwab to our clients.
Certain mutual funds shares may be purchased directly from a mutual fund distributor and certain
mutual funds are available through Schwab with no transaction charges. However, we may
recommend mutual funds to you for which Schwab charges an additional transaction fee if we believe
these mutual funds are a better investment compared with the mutual funds with no transaction
charge.
In addition to Schwab, we work with other custodians to obtain services related to our advisory
business. These firms may provide you with account management, custody and reporting services.
Other Benefits
We may also consider the value of products and services provided or paid for by a broker- dealer.
Such products and services may include research, reports on companies, industries and securities,
economic and financial data, pricing data, financial publications, and services incidental to effecting
securities transactions (such as clearance, settlement, and custody).
Schwab also makes available products and services to assist us in managing and administering your
accounts. These include:
• software and other technology that provide access to your account data (such as trade
•
confirmations and account statements);
facilitate trade execution (and allocation of aggregated trade orders for multiple
accounts);
facilitate payment of our investment management fees from your accounts; and
•
• assist with back-office functions, recordkeeping, and client reporting.
Schwab also makes available to us other services intended to help us manage and further develop our
business. These services may include:
• consulting; and
• publications and conferences on practice management, information technology,
business succession, regulatory compliance, and marketing.
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The benefits described above may or may not directly benefit you or your accounts.
As a fiduciary, we always act in your best interests, however our recommendation that you maintain
your assets in accounts at Schwab may be based in part on the benefit to us of the availability of
some products and services and not solely on the nature, cost or quality of custody and brokerage
services provided by Schwab, which may create a potential conflict of interest.
Directed Brokerage
You may direct that we use a particular broker-dealer to execute portfolio transactions. If you
designate the use of a particular broker-dealer you should understand that:
• we generally will not attempt to negotiate commissions with designated broker-dealers;
and
• you may pay higher commissions than you might otherwise have paid if you had not
made such a designation.
Block Trading and Trade Allocation
At our discretion, we are permitted, but not required, to enter into block trades for client accounts.
Block trading occurs when orders for several clients are combined before submitting to a broker. The
blocked transaction must be in the best interest of each client participating in the order, obtain best
execution and be consistent with each client’s Plan. The price of the securities purchased or sold in a
block trade will be at the average share price for all transactions of the clients in that security on a
given day. Schwab will charge an additional commission for each trade placed in your account.
We have adopted a trading policy that is intended to ensure that all trades are undertaken and, where
necessary, allocated to you in a manner that fulfills our fiduciary obligations to you. The policy
allocates securities on a basis that is fair, equitable, and consistently applied. Our policy, unless
directed otherwise by you, is to allocate pro-rata based on the average share price across all accounts
involved in the transaction.
Trade Errors
Our firm has systems and processes in place to prevent trade errors; however, errors may occur as a
result of system malfunctions, trader or broker error or other circumstances. If a trade error does
occur, prompt action is taken, and if a client account is affected, our firm will be responsible for any
client loss. All trade errors are reported to Windsor Management.
Item 13 – Review of Accounts
All accounts are reviewed at least quarterly to manage asset allocation. Factors that may trigger an
additional review include, but are not limited to, changes in your circumstances or objectives, cash
flows, and/or revised recommendations on managers or asset classes. Your designated client team
is responsible for reviewing your accounts.
Clients will receive quarterly portfolio reports from us regarding portfolio activity, allocation and
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performance or account statements from the custodian. Reports will be delivered in person, sent via
the mail or provided electronically.
All Windsor Investment Vehicle investors will have the option to receive a quarterly communication
from the administrator of each fund containing the unaudited results for the previous quarter.
Item 14 – Client Referrals and Other Compensation
We may provide referrals to you of other professionals such as attorneys, CPAs, etc. These same
professionals may refer their clients to us. We receive no compensation from either you or the other
professionals for these referrals.
We receive an economic benefit from Schwab in the form of the support products and services
available to us and other independent investment advisors that have their clients maintain accounts
with them. These products and services, how they benefit us, and the related conflicts of interest are
described above (see Item 12 – Brokerage Practices). The availability to us of these products and
services is not based on us giving particular investment advice, such as buying particular securities
for our clients.
Item 15 – Custody
We do not have physical custody of any client assets. However, due to certain types of money
movement activities, which have been authorized by some of our clients, we are deemed as having
custody under amended Rule 206(4)-2 and are subject to an annual surprise audit of certain types of
money movement activities by a certified public accounting firm.
If you elect to directly debit your advisory fee, we calculate your advisory fee and submit that fee
amount to the qualified custodian. With your written authorization the qualified custodian withdraws
our advisory fee from your custodial account.
You should receive regular statements from the independent, qualified custodian that holds and
maintains your investment assets. The custodian’s statement is the official record of your account
and assets at that custodian. We urge you to carefully review such statements and compare such
official custodial records to the reports that we provide to you. Our reports may vary from custodial
statements based on accounting procedures, reporting dates or valuation methodologies of certain
securities and assets held outside of the custodian.
The Windsor Investment Vehicles are audited on an annual basis and performed in accordance with
generally accepted accounting principles by an independent accountant. The audited financial
statements are distributed to investors in the Windsor Investment Vehicles.
Item 16 – Investment Discretion
Generally, we are retained to manage your accounts on a discretionary basis based on the language
of our advisory agreement with you. For marketable securities, in a discretionary advisory relationship,
we are authorized to direct execution of portfolio transactions without transaction-by-transaction
consultation with you. Such discretion is exercised in a manner consistent with your investment
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objectives. If appropriate, we will recommend investments to you in private placements that are not
marketable securities which are offered as interests in limited partnerships or other entities. You will
make the decision to invest in the private placement and will execute the appropriate documents to
do so.
We have some advisory relationships in which we consult with the client before we process any
transaction in their account.
We exercise discretion over the Windsor Investment Vehicles based on the Windsor Investment
Vehicles’ applicable investment objectives, policies and strategies as detailed in the confidential
private offering memorandum and other governing documents.
Item 17 – Voting Client Securities (i.e., Proxy Voting)
Windsor does not vote proxies on behalf of clients unless contractually obligated to do so.
Custodians will send proxy ballots for holdings in your account to you or your designated
representative. Our personnel may answer client questions regarding proxy-voting matters in an effort
to assist clients in determining how to vote the proxy; provided, however, the final decision of how to
vote the proxy rests with the client.
Client accounts managed by a third-party investment manager will have their proxies handled
according that manager’s proxy voting policies and procedures.
Proxies received on behalf of a client that Windsor is voting will be voted in accordance with the proxy
voting policy and guidelines developed by an independent, third-party service provider.
The proxy voting policy and guidelines and information regarding how proxies were voted on your
behalf are available via email requests to info@wag-llc.com.
Item 18 – Financial Information
We have no financial commitment that impairs our ability to meet contractual and fiduciary
commitments to you and have not been the subject of a bankruptcy proceeding.
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