Material Changes

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The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure.

Material Changes since the Last Update
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Advisory Business

Firm Description

Bemrose Consulting, LLC (“Bemrose”) was founded in 2024 and began offering investment advisory services in 2025. Will Fink is 100% owner.

Types of Advisory Services

ASSET MANAGEMENT

Bemrose offers discretionary asset management services to advisory Clients. Bemrose will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. The Client will authorize Bemrose discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement.

FINANCIAL PLANNING AND CONSULTING

Bemrose offers the following financial planning and consulting services as outlined below:

Full Financial Plan

Financial planning services include a complete evaluation of an investor's current and future financial state and will be provided by using currently known variables to predict future cash flows, asset values and withdrawal plans. Bemrose will use current net worth, tax liabilities, asset allocation, and future retirement and estate plans in developing financial plans.

Typical topics reviewed in a financial plan may include but are not limited to:

• Financial goals: Based on an individual's or a family's clearly defined financial goals, including funding a college education for the children, buying a larger home, starting a business, retiring on time or leaving a legacy. Financial goals should be quantified and set to milestones for tracking.

• Personal net worth statement: A snapshot of assets and liabilities serves as a benchmark for measuring progress towards financial goals.

• Cash flow analysis: An income and spending plan determines how much can be set aside for debt repayment, savings and investing each month.

• Retirement strategy: A strategy for achieving retirement independent of other financial priorities. Including a strategy for accumulating the required retirement capital and its planned lifetime distribution.

• Comprehensive risk management plan: Identify all risk exposures and provide the necessary coverage to protect the family and its assets against financial loss. The risk management plan includes a full review of life and disability insurance, personal liability coverage, property and casualty coverage, and catastrophic coverage.

• Long-term investment plan: Include a customized asset allocation strategy based on specific investment objectives and a risk profile. This investment plan sets guidelines for selecting, buying and selling investments and establishing benchmarks for performance review.

• Tax reduction strategy: Identify ways to minimize taxes on personal income to the extent permissible by the tax code. The strategy should include identification of tax- favored investment vehicles that can reduce taxation of investment income.

• Estate preservation: Help update accounts, review beneficiaries for retirement accounts and life insurance, provide a second look at your current estate planning documents, and prompt you to update your plan when the legal environment changes or you have major life events such as a marriage, death, or births.

Consultation Services

This service is appropriate for clients who need assistance with individual topics. This is not a detailed financial review and will not provide/result in a complete financial plan. Client may select individual topics above, or other topics as may be deemed appropriate. The individual topics that will be included in this service will be outlined and agreed upon on the financial planning and consulting agreement.

If a conflict of interest exists between the interests of Bemrose and the interests of the Client, the Client is under no obligation to act upon Bemrose’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to effect the transaction through Bemrose. Financial plans will be completed and delivered inside of thirty (30) days contingent upon timely delivery of all required documentation.

ERISA PLAN SERVICES

Bemrose provides service to qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans as either a 3(21):

Limited Scope ERISA 3(21) Fiduciary. Bemrose may serve as a limited scope ERISA 3(21) fiduciary that can advise, help and assist plan sponsors with their investment decisions. As an investment advisor Bemrose has a fiduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using Bemrose can help the plan sponsor delegate liability by following a diligent process.

1. Fiduciary Services are:

• Provide investment advice to the Client about asset classes and investment options available for the Plan in accordance with the Plan’s investment policies and objectives. Client will make the final decision regarding the initial selection, retention, removal and addition of investment options. Bemrose acknowledges that it is a fiduciary as defined in ERISA section 3 (21) (A) (ii).

• Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS.

• Provide investment advice to the Plan Sponsor with respect to the selection of a qualified default investment option for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5) and 404(a)-5.

• Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options.

• Meet with Client on a periodic basis to discuss the reports and the investment recommendations.

2. Non-fiduciary Services are:

• Assist in the education of Plan participants about general investment information and the investment options available to them under the Plan. Client understands Bemrose’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, Bemrose is not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants. Bemrose will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan.

• Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees.

• Bemrose may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between Bemrose and Client.

3. Bemrose has no responsibility to provide services related to the following types of assets (“Excluded Assets”):

• Employer securities;

• Real estate (except for real estate funds or publicly traded REITs);

• Stock brokerage accounts or mutual fund windows;

• Participant loans;

• Non-publicly traded partnership interests;

• Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or

• Other hard-to-value or illiquid securities or property.

• Excluded Assets will not be included in calculation of Fees paid to Bemrose on the ERISA Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure.

Client Tailored Services and Client Imposed Restrictions

The goals and objectives for each Client are documented in our Client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities.

Agreements may not be assigned without written Client consent.

Wrap Fee Programs

Bemrose does not sponsor any wrap fee programs.

Client Assets Under Management

Bemrose has the following Client assets under management:

Discretionary Amounts:

Non-discretionary Amounts:

Date Calculated:

$0

$0

May 30, 2025

Fees and Compensation

Method of Compensation and Fee Schedule

ASSET MANAGEMENT

Bemrose offers discretionary direct asset management services to advisory Clients. Bemrose charges an annual investment advisory fee based on the total assets under management as follows:

Assets Under Management

Annual Fee

Quarterly Fee

Up to $1,000,000

1.00%

0.25%

$1,000,000.01 to $2,000,000

0.85%

0.2125%

$2,000,000.01 to $3,000,000

0.75%

0.1875%

Over $3,000,000

0.65%

0.1625%

The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). Fees are billed quarterly in arrears based on an average daily balance of the account for the previous quarter. The calculation for the average daily balance is based on the formula (A/D) x (F/P).

A = the sum of the daily balances in the billing period D = number of days in the billing period

F = annual management fee

P = number of billing periods per year

For example (based on quarterly billing period): the first step taken using the average- daily-balance calculation method would be to take the average of the values of the Client’s account over the course of the entire quarter. For instance, 85 days at $2 million plus 6 days at $1,000,000 averages out to approximately $1,934,064. Based on the formula (A/D) x (F/P), the example would be: (176,000,000/91) x (.0085/4) = $4,109.89.

New investments made during the quarter will be assessed and billed for the remainder of the quarter.

For example:

Mid quarter calculation

Full quarter calculation

The calculation for an account opened mid quarter is based on the formula:

AV x (F/P)/# of days in quarter) x # of days remaining in quarter

AV = Account value

F = annual management fee

P = number of billing periods per year

The calculation for the average daily balance is based on the formula: (A/D) x (F/P)

A = the sum of the daily balances in the billing period

D = number of days in the billing period F = annual management fee

P = number of billing periods per year

Mid quarter investment

Full quarter investment

Based on assets being held in account for less than full quarter.

Based on assets being held in account for the full quarter.

Step1:

Investment of $2,000,000 on August 10. Plus value of $1,000,000 for six days.

Step 1:

$2 million for 85 days plus account value of $1,000,000 for six days.

Step 2:

$2 million x 45 = $90 million

$1,000,000 x 6 = $6 million

$96 million(A)/51(D) = $1,882,353

Step 2:

$2 million x 85 = $170 million

$1,000,000 x 6 = $6 million

$176 million (A) /91 (D) =

$1,934,065.93

Step 3:

.0085 (F) / 4 (P) = .002125

Step 3:

.0085 (F) / 4 (P) = .002125

Step 4:

$1,882,353 x .002125 = $4,000.00

Step 4:

$1,934,066 x .002125 = $4,109.89

If the Account does not contain sufficient funds to pay advisory fees, Bemrose has authority to sell or redeem securities in sufficient amounts to pay advisory fees.

Lower fees for comparable services may be available from other sources. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. After the initial five (5) business days, the agreement may be terminated by Bemrose with thirty (30) days written notice to Client and by the Client at any time with written notice to Bemrose. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided during the given period. All unpaid earned fees will be due to Bemrose. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs.

PERFORMANCE BASED FEES:

The performance based fee structure is wholly separate from the above described asset management fee structure. For accredited investors who choose to participate in the performance based fee structure, the following will apply:

Assets Under Management

Annual Fee

Over $1,100,000

20% of the annual portfolio performance above an agreed upon benchmark/hurdle

Example of Calculations

Performance Fee - The Performance Fee will be calculated at year end using the capital appreciation in the account during the calendar year, net of Client deposits/withdrawals. For example, if the net capital appreciation in the account is $1,000,000. The performance fee would be $1,000,000 x 20% or $200,000.

The Client will be billed for the performance-based fees through a direct invoice or deducted from the Client account. Transaction fees still apply to the performance based account.

Comparable services may be available from other sources for a lower fee. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. After the initial five (5) business days, the agreement may be terminated by Bemrose with thirty (30) days written notice to Client and by the Client at any time with written notice to Bemrose. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided

during the given period. All unpaid earned fees will be due to Bemrose. Client shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs.

FINANCIAL PLANNING AND CONSULTING

Bemrose charges an hourly fee based on complexity and unique Client needs for financial planning. Prior to the planning process the Client will be provided an estimated plan fee.

HOURLY FEES

Financial Planning Services are offered based on an hourly fee of $200 per hour.

Fees for financial plans are billed 50% in advance with the balance due upon plan delivery.

Services are completed and delivered inside of thirty (30) days contingent upon timely delivery of all required documentation. Client may cancel within five (5) business days of signing Agreement with no obligation and without penalty. If the Client cancels after five

(5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to Bemrose. Bemrose reserves the right to waive the fee should the Client implement the plan through Bemrose.

ERISA PLAN SERVICES

The annual fees are based on the market value of the Included Assets and will not exceed 1%. The annual fee is negotiable and is charged as a percentage of the Included Assets. Fees will be charged quarterly or monthly in arrears or in advance based on the assets as calculated by the custodian or record keeper of the Included Assets (without adjustments for anticipated withdrawals by Plan participants or other anticipated or scheduled transfers or distribution of assets). If the services to be provided start any time other than the first day of a quarter or month, the fee will be prorated based on the number of days remaining in the quarter or month. If this Agreement is terminated prior to the end of the billing cycle, Bemrose shall be entitled to a prorated fee based on the number of days during the fee period services were provided or Client will be due a prorated refund of fees for days services were not provided in the billing cycle.

The fee schedule, which includes compensation of Bemrose for the services is described in detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees, however the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly or have fees deducted from Plan Assets. Bemrose does not reasonably expect to receive any additional compensation, directly or indirectly, for its services under this Agreement. If additional compensation is received, Bemrose will disclose this compensation, the services rendered, and the payer of compensation. Bemrose will offset the compensation against the fees agreed upon under the Agreement.

Client Payment of Fees

Fees for asset management services are deducted from a designated Client account. The Client must consent in advance to direct debiting of their investment account.

Fees for financial plans will be billed:

• Check – to be remitted by Client to Bemrose

• Electronic Payment via ACH, Debit Card, or Credit Card (fees will be paid via a third party payment processor in which the client will securely input payment information and pay the advisory fee through a secure portal. Bemrose will not have continuous access to the Client’s banking information.)

Fees for ERISA services will either be deducted from Plan assets or paid directly to Bemrose. The Client must consent in advance to direct debiting of their investment account.

Additional Client Fees Charged

Custodians may charge transaction fees and other related costs on the purchases or sales of mutual funds, equities, bonds, options and exchange-traded funds. Mutual funds, money market funds and exchange-traded funds also charge internal management fees, which are disclosed in the fund’s prospectus. Bemrose does not receive any compensation from these fees. All of these fees are in addition to the management fee you pay to Bemrose. For more details on the brokerage practices, see Item 12 of this brochure.

Prepayment of Client Fees

Bemrose does not require any prepayment of fees of more than $500 per Client and six months or more in advance.

Fees for financial plans are billed 50% in advance with the balance due upon plan delivery Fees for ERISA 3(21) services may be billed in advance.

If the Client cancels after five (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to Bemrose.

External Compensation for the Sale of Securities to Clients

Bemrose does not receive any external compensation for the sale of securities to Clients, nor do any of the investment advisor representatives of Bemrose.

Performance-Based Fees and Side-by-Side Management 

Sharing of Capital Gains

Bemrose offers a program in which we share in the capital gains or capital appreciation of managed securities. This program is offered only to Clients that must meet certain requirements to be able to participate in being charged performance-based fees which include:

1. A natural person who, or a company that, immediately after entering into the contract has at least $1,100,000 under the management of Bemrose;

2. Has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,200,000. The Clients’ residence must not be included as an asset.

The Client does not pay an annual advisory fee based on the assets under management. The only fee charged is a percentage of the yearly portfolio performance above an agreed upon benchmark.

To the extent that Bemrose charges a performance–based fee, the performance-based fee will comply with the requirements of Section 205 and Rule 205-3 under the Investment Advisers Act of 1940.

The simultaneous management of these different types of Client accounts, with different fee structures, creates certain conflicts of interest, as the fees for the management of some Client types are higher than for others. Nevertheless, when managing the assets of these accounts, we have a duty to treat all accounts fairly and equitably over time.

Additionally, since performance-based fees reward us for strong performance in accounts which are subject to such fees, we may have an incentive to favor these accounts over those that have only asset-based fees (i.e., fees based simply on the amount of assets under management in an account) with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities.

To mitigate the conflict, we represent that we will not trade a Client’s account in an irresponsible, unethical or baseless manner, or to assume unnecessary risk given potential perceived reward. We will never knowingly or intentionally breach the fiduciary duty we owe to a Client, and we believe the incentive or performance fee portion of its compensation aligns, rather than divides, the interests of Clients and us in addition, the Client may choose to place their account in the advisory fee only program.

Types of Clients

Description

Bemrose generally provides investment advice to individuals, high net worth individuals, corporations or business entities. Client relationships vary in scope and length of service.

Account Minimums

Bemrose does not require a minimum to open or maintain an account.

Methods of Analysis, Investment Strategies and Risk of Loss 

Methods of Analysis

Security analysis methods may include fundamental analysis, technical analysis, cyclical analysis, strategic analysis, and tactical analysis. Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns.

Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value.

Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time.

Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are twofold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit.

Strategic asset allocation is a traditional approach to determining how much of your money should be where in order to achieve your long term investing goals. It starts with assessing your tolerance for risk, and your investing time frame. Once your risk tolerance and time frame are understood, a recommended allocation is devised by creating an allocation of investments that, when combined, should match the long term returns and risk tolerance that you desire. Strategic asset allocation approaches determine how much of your money should be in each asset class by looking at the long term expected returns and risk levels of each asset class. Once your strategic asset allocation is determined, the portfolio is typically rebalanced on a pre-determined basis, annually for example, back to its original allocation. Strategic asset allocation approaches recommend sticking with your original allocation over long periods of time rather than reacting to what is currently occurring in the markets.

Tactical asset allocation is an active investment strategy that adjusts a portfolio's asset class weightings according to short term forecasts of expected returns. The strategy is often considered a moderate active strategy, since managers usually return to the portfolio's original strategic asset mix when desired short-term profits are achieved. Fundamental- valuation signals: Metrics include dividend yield, book/market ratio, and P/E ratio, to determine relative valuation. Another approach is to use the dividend discount model to determine the required rate of return from market prices and projected dividend growth rates.

Investment Strategy

The investment strategy for a specific Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time by providing written notice to Bemrose. Each Client executes a Client profile form or similar form that documents their objectives and their desired investment strategy.

Other strategies may include long-term purchases, short-term purchases, and option writing (including covered options, uncovered options or spreading strategies).

Security Specific Material Risks

All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with Bemrose:

• Market Risk: The prices of securities in which clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by a fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investors should have a long-term perspective and be able to tolerate potentially sharp declines in market value.

• Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline.

• Inflation Risk: When any type of inflation is present, a dollar today will buy more than a dollar next year, because purchasing power is eroding at the rate of inflation.

• Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk.

• Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities.

• Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not.

• Management Risk: The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the client’s portfolio may suffer.

• Equity Risk: Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the client’s overall portfolio. Small- and mid- cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.

• Fixed Income Risk: The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities held by a fund is likely to decrease. A nominal interest rate is the sum of a real interest rate and an expected inflation rate.

• Investment Companies Risk: When a client invests in open end mutual funds or ETFs, the client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Adviser has no control over the risks taken by the underlying funds in which client invests.

• Cash and Cash Equivalents Risk: Cash and cash equivalents consist of investments like money market funds, certificates of deposit (CDs), Treasury bills, and short-term government bonds. They are generally considered low-risk compared to other asset classes. While they offer safety, liquidity, and stability, they come with certain risks, such as inflation, interest rate fluctuations, and opportunity costs.

• Long-term purchases: Long-term investments are those vehicles purchased with the intention of being held for more than one year. Typically the expectation of the investment is to increase in value so that it can eventually be sold for a profit. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the fluctuations in the financial markets that can cause investments to lose value.

• Short-term purchases: Short-term investments are typically held for one year or less. Generally there is not a high expectation for a return or an increase in value. Typically, short-term investments are purchased for the relatively greater degree of principal protection they are designed to provide. Short-term investment vehicles may be subject to purchasing power risk — the risk that your investment’s return will not keep up with inflation.

• Trading risk: Investing involves risk, including possible loss of principal. There is no assurance that the investment objective of any fund or investment will be achieved.

• Options Trading: The risks involved with trading options are that they are very time sensitive investments. An options contract is generally a few months. Clients should be aware that the use of options involves additional risks. The risks of covered call writing include the potential for the market to rise sharply. In such case, the security may be called away and the account will no longer hold the security. When purchasing options there is the risk that the entire premium paid for the option can be lost if the option is not exercised or otherwise sold prior to the option’s expiration date. When selling (“writing”) options, the risk of loss can be much greater if the options are written uncovered (“naked”). The risk of loss can far exceed the amount of the premium received for an uncovered option and in the case of an uncovered call option the potential loss is unlimited.

Disciplinary Information

Criminal or Civil Actions

Bemrose and its management have not been involved in any criminal or civil action.

Administrative Enforcement Proceedings

Bemrose and its management have not been involved in administrative enforcement proceedings.

Self- Regulatory Organization Enforcement Proceedings

Bemrose and its management have not been involved in any self-regulatory organizational enforcement proceedings that are material to a Client’s or prospective Client’s evaluation of Bemrose or the integrity of its management.

Other Financial Industry Activities and Affiliations

Broker-Dealer or Representative Registration

Bemrose is not registered as a broker-dealer and no affiliated representatives of Bemrose are registered representatives of a broker-dealer.

Futures or Commodity Registration

Neither Bemrose nor its affiliated representatives are registered or have an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor.

Material Relationships Maintained by this Advisory Business and Conflicts of Interest

None to report.

Recommendations or Selections of Other Investment Advisors and Conflicts of Interest

Bemrose does not select or recommend other investment advisors.

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 

Code of Ethics Description

The affiliated persons (affiliated persons include employees and/or independent contractors) of Bemrose have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of Bemrose affiliated persons and addresses conflicts that may arise. The Code defines acceptable behavior for affiliated persons of Bemrose. The Code reflects Bemrose and its supervised persons’ responsibility to act in the best interest of their Client.

One area which the Code addresses is when affiliated persons buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any affiliated persons to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our Clients.

Bemrose’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other affiliated person, officer or director of Bemrose may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security.

Bemrose’s Code is based on the guiding principle that the interests of the Client are our top priority. Bemrose’s officers, directors, advisors, and other affiliated persons have a fiduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client’s interests over the interests of either affiliated persons or the company.

The Code applies to “access” persons. “Access” persons are affiliated persons who have access to non-public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public.

Bemrose will provide a copy of the Code of Ethics to any Client or prospective Client upon request.

Investment Recommendations Involving a Material Financial Interest and Conflict of Interest

Bemrose and its affiliated persons do not recommend to Clients securities in which we have a material financial interest.

Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest

Bemrose and its affiliated persons may buy or sell securities that are also held by Clients. In order to mitigate conflicts of interest such as trading ahead of Client transactions, affiliated persons are required to disclose all reportable securities transactions as well as provide Bemrose with copies of their brokerage statements.

The Chief Compliance Officer of Bemrose is Will Fink. He reviews all trades of the affiliated persons each quarter. The personal trading reviews ensure that the personal trading of affiliated persons does not affect the markets and that Clients of the firm receive preferential treatment over associated persons’ transactions.

Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest

None to report.

Brokerage Practices

Factors Used to Select Broker-Dealers for Client Transactions

Bemrose will recommend the use of a particular broker-dealer based on their duty to seek best execution for the client, meaning they have an obligation to obtain the most favorable terms for a client under the circumstances. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is affected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. Bemrose will select appropriate brokers based on a number of factors including but not limited to their relatively low transaction fees and reporting ability. Bemrose relies on its broker to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by Bemrose. Bemrose does not receive any portion of the trading fees.

Bemrose will require the use of Charles Schwab.

• Research and Other Soft Dollar Benefits

The Securities and Exchange Commission defines soft dollar practices as arrangement under which products or services other than execution services are obtained by Bemrose from or through a broker-dealer in exchange for directing Client transactions to the broker-dealer. Although Bemrose has no formal soft dollar arrangements, Bemrose may receive products, research and/or other services from custodians or broker-dealers connected to client transactions or “soft dollar benefits”. As permitted by Section 28(e) of the Securities Exchange Act of 1934, Bemrose receives economic benefits as a result of commissions generated from

securities transactions by the custodian or broker-dealer from the accounts of Bemrose. Bemrose cannot ensure that a particular client will benefit from soft dollars or the client’s transactions paid for the soft dollar benefits. Bemrose does not seek to proportionately allocate benefits to client accounts to any soft dollar benefits generated by the accounts.

A conflict of interest exists when Bemrose receives soft dollars which could result in higher commissions charged to Clients. This conflict is mitigated by the fact that Bemrose has a fiduciary responsibility to act in the best interest of its Clients and the services received are beneficial to all Clients.

• Brokerage for Client Referrals

Bemrose does not receive client referrals from any custodian or third party in exchange for using that broker-dealer or third party.

• Directed Brokerage

Bemrose does not allow directed brokerage accounts. Not all advisors require their clients to direct brokerage.

Aggregating Securities Transactions for Client Accounts

Bemrose is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of Bemrose. All Clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. If aggregation is not allowed or infeasible and individual transactions occur (e.g., withdrawal or liquidation requests, odd-lot trades, etc.) an account may potentially be assessed higher costs or less favorable prices than those where aggregation has occurred.

Review of Accounts

Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved

Account reviews are performed quarterly by the Chief Compliance Officer of Bemrose, Will Fink. Account reviews are performed more frequently when market conditions dictate. Reviews of Client accounts include, but are not limited to, a review of Client documented risk tolerance, adherence to account objectives, investment time horizon, and suitability criteria, reviewing target allocations of each asset class to identify if there is an opportunity for rebalancing, and reviewing accounts for tax loss harvesting opportunities.

Financial plans generated are updated as requested by the Client and pursuant to a new or amended agreement, Bemrose suggests updating at least annually.

Review of Client Accounts on Non-Periodic Basis

Other conditions that may trigger a review of Clients’ accounts are changes in the tax laws, new investment information, and changes in a Client's own situation.

Content of Client Provided Reports and Frequency

Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by Bemrose’s custodian. Client receives confirmations of each transaction in account from custodian and an additional statement during any month in which a transaction occurs. Performance reports will be provided by Bemrose at least annually to Clients with assets under management.

Client Referrals and Other Compensation 

Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest

Bemrose receives additional economic benefits from external sources as described above in Item 12.

Advisory Firm Payments for Client Referrals

Bemrose does not compensate for Client referrals.

Custody 

Account Statements

All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at their address of record at least quarterly. Clients are urged to carefully compare the account statements received directly from their custodians to any documentation or reports prepared by Bemrose.

Bemrose is deemed to have limited custody solely because advisory fees are directly deducted from Client’s accounts by the custodian on behalf of Bemrose.

Investment Discretion 

Discretionary Authority for Trading

Bemrose requires discretionary authority to manage securities accounts on behalf of Clients. Bemrose has the authority to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. Client will authorize Bemrose discretionary authority as stated within the Investment Advisory Agreement.

Bemrose allows Clients to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. These restrictions must be provided to Bemrose in writing.

The Client approves the custodian to be used. Bemrose does not receive any portion of the transaction fees or commissions paid by the Client to the custodian.

Voting Client Securities 

Proxy Votes

Bemrose does not vote proxies on securities. Clients are expected to vote their own proxies. The Client will receive their proxies directly from the custodian of their account or from a transfer agent.

When assistance on voting proxies is requested, Bemrose will provide recommendations to the Client. If a conflict of interest exists, it will be disclosed to the Client. If the Client requires assistance or has questions, they can reach out to the investment advisor representatives of the firm at the contact information on the cover page of this document.

Financial Information

Balance Sheet

A balance sheet is not required to be provided to Clients because Bemrose does not serve as a custodian for Client funds or securities and Bemrose does not require prepayment of fees of more than $500 per Client and six months or more in advance.

Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet

Commitments to Clients

Bemrose has no condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients.

Bankruptcy Petitions during the Past Ten Years

Bemrose has not had any bankruptcy petitions in the last ten years.

Requirements for State Registered Advisors 

Principal Executive Officers and Management Persons

The education and business background for all executive officers and management persons can be found in the Part 2B of this Brochure.

Outside Business Activities

The outside business activities for all executive officers and management persons can be found in the Part 2B of this Brochure.

Performance Based Fee Description

Bemrose receives performance-based fees. Please see Item 6 of the ADV 2A for more information.

Disclosure of Material Facts Related to Arbitration or Disciplinary Actions Involving Management Persons

The disclosure of material facts related to arbitration or disciplinary actions for all executive officers and management persons can be found in the Part 2B of this Brochure.

Material Relationship Maintained by this Advisory Business or Management persons with Issuers of Securities

There are no material relationships with issuers of securities to disclose.