PRIME QUADRANT US, LLC

Classification Approved Outside Entities Prime Quadrant US, LLC ADV Part 2A — Firm Brochure March 25, 2025 800-2 St. Clair Avenue East Toronto, ON M4T 2T5 Canada (212) 365 -7400 www.primequadrant.com This ADV Part 2A brochure (“Brochure”) provides information about the qualifications and business practices of Prime Quadrant US, LLC (“Prime Quadrant” or “PQ”). If you have any questions about the contents of this Brochure, please contact us at (212) 365-7400 or mroth@primequadrant.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about PQ is also available on the SEC’s website at www.adviserinfo.sec.gov. PQ is an SEC-registered investment advisor. This registration does not imply any level of skill or training. {00077795;2}  Classification Approved Outside Entities Item 2: Material Changes In this section, we summarize material changes to our Brochure since the time of the last annual updating amendment. Since the date of our last annual updating amendment we have the following to report: Effective February 1, 2025, Prime Quadrant is no longer part of the Focus Financial Partnership. Sections 4, 5, 10, and 14 have been revised to reflect this change. 2  Classification Approved Outside Entities Table of Contents ADV Part 2a: Firm Brochure Item 1: Cover Page Item 2: Material Changes Item 3: Table Of Contents Item 4: Advisory Business Item 5: Fees & Compensation Item 6: Performance-Based Fees & Side-By-Side Management Item 7: Types Of Clients Item 8: Methods Of Analysis, Investment Strategies, and Risk Of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities and Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12: Brokerage Practices Item 13: Review Of Accounts Item 14: Client Referrals & Other Compensation Item 15: Custody Item 16: Discretion Item 17: Voting Client Securities Item 18: Financial Information 1 2 3 4 4 4 4 4 5 5 6 6 6 6 7 7 7 7 3  Classification Approved Outside Entities Item 4: Advisory Business Prime Quadrant US, LLC operates as a nondiscretionary manager-of-managers for High Net Worth and Ultra High Net Worth families and individuals, constructing and monitoring portfolios comprising a variety of asset classes. Each analysis is tailored to the needs of the specific client, as is the resulting portfolio. Clients are charged flat-dollar fees. PQ acquired the advisory business of Beekman Wealth Advisory, LLC which was established in 2003. PQ is managed pursuant to an amended and restated management agreement between PQ Management Inc., as the general partner for PQ Management Limited Partnership; Prime Quadrant US; Prime Quadrant Corp.; and Yevgeniy (Mo) Lidsky, Andrew Doman, Jamie Spinner, Mark Roth, and Terry Vaughan (“Prime Quadrant US Principals”). The PQ Principals are the owners of PQ Management, Inc. They serve as leaders and officers of PQ and are responsible for the management, supervision, and oversight of PQ . As of December 31, 2024 PQ had $1,054,845,399 in Regulatory Assets Under Management on a non-discretionary basis. Item 5: Fees & Compensation PQ charges flat-dollar fees agreed in advance with each client. There is no set fee schedule; fees depend on the complexity of the issues addressed, and on the size of the assets within each client’s portfolio. Fees may change over time, but only by prior agreement with the client. PQ bills clients monthly or quarterly in advance. Payments must be initiated and remitted by the client, as PQ never has any ability to move client money. In certain circumstances, PQ may also work on a project basis for which a flat fee is charged. PQ’s fee agreements require that, upon any intra-period termination of services, the unearned portion of any prepaid fees will be refunded based upon the proportion of unelapsed days in the period in question. PQ does not charge commissions or mark-ups of any kind and receives no compensation from the sale of any security or investment product. Item 6: Performance-Based Fees & Side-By-Side Management PQ does not charge any performance-based fees or side-by-side fees. Item 7: Types of Clients PQ serves High and Ultra-High Net Worth families and individuals, their trusts and related entities. Most client relationships have assets of more than $10 million, although this is not a requirement. PQ also serves much smaller clients, such as trusts and custodial accounts for minors, as part of larger overall relationships. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss PQ performs quantitative and qualitative assessments of each manager reviewed or recommended for hire. This generally includes: • Analysis of the return and volatility history, both on a stand-alone basis and in comparison to peers and market benchmarks; • Holdings by asset class and security; • Investment style and risks assumed therein; • Background and source of analytical skill of key personnel; and • Turnover and tax character of return. PQ generally analyzes some or all of the following collective investment vehicle options when providing advisory services: mutual funds (stock funds, bond funds and other asset classes), real estate investment trusts (“REITs”), 4  Classification Approved Outside Entities exchange-traded funds (“ETFs”) and private investment funds and other ‘alternative’ investments or transactions. Where relevant (such as with private equity funds), PQ assesses specific deal terms by reviewing the Private Placement Memorandum and other legal and marketing documents. The objective of this analysis is to assess the character of returns clients may reasonably be able to expect, and what each manager may reasonably be expected to contribute to the overall return and risk characteristics of a portfolio. In certain cases, PQ may also advise clients regarding investing in a portfolio of individual securities. All investments in securities involve the risk of loss. There can be no assurance that the analysis performed by PQ will uncover all relevant facts or lead to consistently profitable results. PQ does not recommend or engage in high-turnover trading. Cybersecurity The computer systems, networks and devices used by PQ, LLC and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Item 9: Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s evaluation of the investment adviser or the integrity of its management. PQ has no disciplinary matters required to be disclosed under this Item. Item 10: Other Financial Industry Activities and Affiliations PQ is an affiliate of Prime Quadrant Corp., a portfolio manager and exempt market dealer registered in Canada (“Prime Quadrant Canada”). PQ obtains administrative and investment advice-related services from its affiliate Prime Quadrant Corp., which operates an investment advisory business in Canada. Through a “participating affiliate” arrangement, PQ utilizes the services of certain employees of Prime Quadrant Corp. to provide portfolio management, research, financial analysis, order placement, and other services. The services are provided under the supervision and oversight of PQ, and PQ remains responsible for the advice and services provided. PQ and Prime Quadrant Canada share certain management persons who may directly or indirectly benefit from revenue associated with shared clients or referrals by affiliates. 5  Classification Approved Outside Entities Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics: PQ has adopted a Code of Ethics covering the fiduciary obligations owed to each client. These include (but are not limited to) the obligations to always put the client’s interest first; to answer all client inquiries promptly, truthfully, and completely; and to comply fully with all applicable laws and regulations. Participation or Interest in Client Transactions: PQ does not engage in trading for its own account and therefore does not have any financial interest in securities recommended to clients Personal trading by employees or officers is allowed, subject to the personal securities transactions rules and other obligations set forth in the Code of Ethics. Employees or officers of PQ own interests in publicly-traded mutual funds, hedge funds, and/or private equity funds that PQ recommends to clients. Any trading in mutual funds takes place at the closing price on the relevant trade date, as it would for any client. Personal Trading: Under the PQ Code of Ethics, all “access persons” (employees who have access to nonpublic client investment information) must obtain advance approval before investing in any initial public offering or private placement. In addition, each access person must submit to PQ’s Chief Compliance Officer an initial and an annual securities holding report and a quarterly securities transaction report. Item 12: Brokerage Practices PQ typically advises clients on a nondiscretionary basis, and assists clients in arranging or implementing the trades PQ has recommended for their portfolios unless clients prefer to place the trades themselves. Clients are permitted to choose the custodian and broker-dealer who will custody their assets and execute trades for their accounts. If clients do not have a preferred custodian, or ask PQ for a recommendation, PQ will typically recommend Charles Schwab, a custodian who acknowledges that we are the investment adviser for our client accounts . Soft Dollars: PQ does not pay or receive soft dollars. Brokerage for Client Referrals:. PQ does not have a referral relationship with Schwab and does not consider client referrals in selecting or recommending broker-dealers. Directed Brokerage: PQ does not routinely recommend, request or require that a client direct PQ to execute transactions through a specified broker-dealer, However, as noted above, if clients do not have a preferred custodian, or if they ask PQ for a recommendation, PQ will typically recommend Schwab. Trade Aggregation: PQ does not conduct trading on a discretionary basis for clients, and accordingly, does not seek to “aggregate” or establish “blocks” for securities purchase or sale transactions that occur for multiple clients at approximately the same time. Item 13: Review of Accounts PQ provides a formal written review of account performance to each client no less frequently than quarterly. PQ may also provide services on a one-time, flat fee, project basis for those investors who prefer this arrangement. In such cases, accounts and financial plans are reviewed as part of the project, and recommendations are made, but there is no continued, ongoing oversight after completion of the project. Item 14: Client Referrals & Other Compensation PQ does not receive or pay referral fees for third-party recommendations, and other than through its affiliations described above, receives no compensation or economic benefit of any kind from any third-party, other than fees fully disclosed to, and paid by, the client directly. 6  Classification Approved Outside Entities Item 15: Custody SEC-registered investment advisers who have custody of client funds or securities are required to maintain those assets with a qualified custodian who sends account statements to the client at least quarterly. PQ has legal custody over client accounts when clients give PQ the authority through standing letters of authorization (“SLOAs”) to direct transfers from a client’s custodial account to a differently titled account. The SEC has granted relief from the custody rule’s requirement to obtain a custody audit for SLOA’s, provided that specified conditions are met, in a February 2017 letter to the Investment Adviser Association. Item 16: Discretion PQ has no discretionary authority over any accounts or assets. Item 17: Voting Client Securities PQ does not vote client securities. Clients receive their proxies either directly from the issuers of the securities or through the clients’ individual brokers. Item 18: Financial Information PQ does not require or solicit prepayment of any client fees six months or more in advance and has no discretion over client assets and no custody of client funds or securities. Therefore, PQ is not required to furnish information about the firm's financial condition. PQ has never been the subject of a bankruptcy petition. 7