A. Description of the Advisory Firm Magnus Financial Group LLC (“Magnus” or the “Firm”) is a limited liability company organized in Delaware and is an investment advisory firm registered with the SEC. Magnus is wholly-owned by Magnus Financial Holdings, LLC. The majority owner of Magnus Financial Holdings, LLC is Magnus Financial LLC, whose majority owner is Michael Schwartz. B. Types of Advisory Services Magnus provides personalized financial planning and counseling and discretionary and non-discretionary investment advisory services to individuals and entities, including, but not limited to, family offices, trusts, estates, businesses and qualified retirement plan sponsors . Financial Planning and Consulting Services Magnus may provide financial planning and/or consulting on a stand-alone basis or in conjunction with the investment advisory services below. These services may include advice on investment and non-investment related matters, such as estate planning and insurance planning. If clients engage Magnus for these services, the client will generally enter into a financial planning and consulting arrangement with Magnus setting forth the terms and conditions of the engagement, describing the scope of the services to be provided and other terms such as any fees due to Magnus. In performing its services, Magnus shall not be required to verify any information received from clients or from the clients’ other professionals and is expressly authorized to rely thereon. In the event that the client requires non-standard planning and/or consultation services (to be determined in the sole discretion of Magnus), Magnus may determine to charge for such additional services, the dollar amount of which will be separately agreed upon with the client. Magnus may consider some or all of the following things when creating a financial plan:
• Personal: Family records, budgets, personal liability and information on the client’s estate and financial goals.
• Tax and Cash Flow: Effective income tax rate, spending and planning for past, current and future years as well as the impact of various investments on current income tax and future tax liability.
• Death & Disability: Cash needs at death, the income needs of surviving dependents, as well as estate planning and disability income analysis.
• Retirement: Cash flow analysis of current strategies and integrative investment plans to help clients achieve their retirement goals.
• Investments: Investment alternatives and their effect on a client’s portfolio. Magnus may use software developed by a third-party (such as eMoney Advisor, LLC) to help provide financial planning and consulting services. Such software provides access to features along with sophisticated technology which Magnus believes will provide benefits to its clients, such as:
• Account aggregation (to show clients a consolidated picture of their holdings and accounts);
• An online vault to store important documents in a secure environment;
• Interactive tools;
• Online reports;
• Analysis tools;
• Educational planning;
• Cash flow analysis;
• Risk management needs; and
• Estate planning tools. Magnus offers to provide for clients the ability to generate various financial and retirement models. Such supplemental services may be offered for an additional fee or as part of an agreement for financial planning and consulting services. Clients are responsible for promptly notifying Magnus if there is a significant change in the client’s financial situation or investment objectives since it may cause Magnus to re-evaluate or revise Magnus’ previous recommendations and/or services. Magnus’ financial planning and consulting services may include advice regarding private investment funds, the description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) would be set forth in the fund’s offering documents. Clients should be aware that private investment funds generally involve various additional risk factors, such as the potential to lose some or all of their investment, the inability to convert the investment to cash and the lack of transparency regarding the funds and their underlying investments. Private investment funds also do not provide daily liquidity or pricing like other investments. Qualifying clients should review a fund’s offering document for a complete discussion of the related risks. If deemed appropriate for a particular client and the client qualifies and becomes an unaffiliated private fund investor, the amount of assets invested in the fund(s) would be included as part of “assets under management” for purposes of Magnus calculating its investment advisory fee. The current value of a client’s private investment fund could be significantly more or less than its initial purchase price and/or a value as of a previous date. Because of the above additional risk factors, Magnus recommends private investment funds on an individualized, non-discretionary basis to those clients for whom it believes such an investment is appropriate. No client is under any obligation to consider or invest in a private fund. Magnus may also provide advice regarding restricted stock options or other equity-based compensation a client may have received as an employee, officer or director of a publicly- traded company. The firm’s advice on these investments may include different financial options a client can use to convert the options into shares, among others. Magnus may recommend the services of other professionals for non-investment implementation purpose (i.e., attorneys, accountants, insurance agents, etc.), including some of Magnus’ representatives in their separate individual capacities as insurance agents and/or other affiliated (see Item 10 below) and/or unaffiliated professionals (i.e., attorneys, accountants, insurance agents, etc.) to implement its recommendations. Clients are advised that a conflict of interest exists if Magnus recommends its own services, as such a recommendation may increase the advisory fees paid to Magnus or an additional fee may be incurred by the client for such services. The client is under no obligation to act upon any of the recommendations made by Magnus under a financial planning or consulting engagement to engage the services of any such recommended professional. The client retains absolute discretion over all such financial planning and consulting implementation decisions and is free to accept or reject any recommendation from Magnus. If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. At all times, the engaged licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not Magnus, shall be responsible for the quality and competency of the services provided. Investment Management In designing and implementing customized strategies, Magnus can manage, on a discretionary or non-discretionary basis, a broad range of investment strategies and vehicles. Any clients that engage Magnus on a non-discretionary basis must be willing to accept that Magnus cannot effect account transactions without obtaining prior written consent to any such transactions from the client. Thus, for example, if in the event of a market correction during which the client is unavailable, Magnus would be unable to effect an account transaction (as it can for its discretionary clients) without first obtaining the client’s approval. Magnus primarily allocates client assets among various mutual funds, index funds, exchange- traded funds (“ETFs”), and individual debt and equity securities in accordance with clients’ stated investment objectives, risk profile and financial situation. Where appropriate, Magnus may provide advice about positions clients held in their portfolios prior to engaging Magnus. Clients may also engage Magnus to manage and/or advise on certain investment products that are not maintained at their primary custodians, such as annuity contracts and assets held in employee-sponsored retirement plans and qualified tuition plans (for example, 529 plans). In situations involving 529 plans and qualified employer sponsored retirement plans, Magnus may direct or recommend the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. It should be noted that Magnus, with the assistance of a technology provider called Pontera (formerly FeeX Inc.), can provide investment recommendations to clients with assets held away and has the ability to charge advisory fees on such assets. Magnus may further recommend to clients that all or a portion of their investment portfolio be managed on a discretionary basis by one or more affiliated or unaffiliated money managers, sub-advisors or investment platforms (“External Managers”) in accordance with the client’s designated investment objective(s). Factors that Magnus may consider in recommending independent External Manager[s] include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The client may be required to enter into a separate agreement with the External Manager(s), which would set forth the terms and conditions of the client’s engagement of the External Manager, or the client would receive a statement of investment selection in a single contract relationship through the custodian. Magnus generally renders services to the client relative to the discretionary selection of External Managers. Magnus also assists in establishing the client’s investment objectives for the assets managed by External Managers, monitors and reviews the account performance and defines any restrictions on the account. The investment management fees charged by the designated External Managers, together with the fees charged by the corresponding custodian of the client’s assets, are exclusive of, and in addition to, the advisory fee charged by Magnus. Magnus may provide asset management services for trustees of non-U.S. pension funds. C. Client-Tailored Advisory Services Each client’s needs are different. Magnus tailors its investment advisory services to the specific needs of each client. Each investment advisory client is provided an advisor whose role is to facilitate the provision of investment advisory services that are tailored to the client’s unique circumstances. Magnus consults with clients on an initial and ongoing basis to assess their specific risk tolerances, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. If clients’ financial situations change, or if their investment objectives or risk tolerances change, clients are advised to promptly notify Magnus of such changes in writing. Clients may impose reasonable restrictions on the management of their accounts if Magnus determines, in

its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Magnus’ management efforts. Miscellaneous Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by the client, Magnus will generally provide financial planning and related consulting services regarding non-investment related matters, such as estate planning advice, insurance advice, etc. Magnus will generally provide such consulting services inclusive of its advisory fee set forth at Item 5 below (exceptions do occur based upon assets under management, special projects, stand-alone planning engagements, etc., for which the Firm may charge a separate or additional fee). Magnus does not serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as same. Accordingly, Magnus does not prepare legal documents, prepare tax returns, or sell insurance products. As indicated above, to the extent requested by a client, we may recommend the services of other professionals for non-investment implementation purpose (i.e., attorneys, accountants, insurance agents, etc.), including, as discussed below, representatives of Magnus in their separate individually licensed capacities as licensed insurance agents. Retirement Rollovers-Potential for Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Magnus recommends that a client roll over their retirement plan assets into an account to be managed by Magnus, such a recommendation creates a potential conflict of interest if Magnus will earn new (or increase its current) compensation as a result of the rollover. If Magnus provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s sponsored qualified plan or an existing IRA), Magnus is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. When acting in such capacity, Magnus serves as a fiduciary under the Employee Retirement Income Security Act (ERISA), or the Internal Revenue Code, or both. No client is under any obligation to roll over retirement plan assets to an account managed by Magnus. Client Retirement Plan Assets. If requested to do so, Magnus shall provide investment advisory services relative to retirement plan assets maintained by the client. In such event, Magnus shall allocate (or recommend that the client allocate) the retirement account assets among the investment options available on the retirement plan platform. It shall remain the client’s exclusive obligation to notify Magnus of any changes in investment alternatives, restrictions, etc. pertaining to the retirement account. Socially Responsible Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Governance (i.e., company management considerations). The number of companies that meet an acceptable ESG mandate can be limited when compared to those that do not and could underperform broad market indices. Investors must accept these limitations, including potential for underperformance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of investment (including any investment and/or investment strategies recommended and/or undertaken by Magnus), there can be no assurance that investment in ESG securities or funds will be profitable or prove successful. Magnus does not maintain or advocate an ESG investment strategy but will seek to employ ESG if directed by a client to do so. If implemented, Magnus shall rely upon the client for direction and the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. Cryptocurrency. For clients who want exposure to cryptocurrencies, including Bitcoin, Magnus will consider investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services, but uses an online ledger with strong cryptography (i.e., a method of protecting information and communications with codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated and their price is determined by the supply and demand of their market. Cryptocurrency is currently considered to be a speculative investment. The speculative nature of cryptocurrencies notwithstanding, Magnus may (but is not obligated to) utilize crypto exposure in one or more of its asset allocation strategies for diversification purposes. Investment in cryptocurrencies is subject to the potential for liquidity constraints, extreme price volatility and complete loss of principal. Clients can notify Magnus, in writing, to exclude cryptocurrency exposure from their accounts. Absent Magnus’ receipt of such written notice from the client, Magnus may (but is not obligated to) utilize cryptocurrency as part of its asset allocation strategies for client accounts. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:
• Margin - The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral, or
• Pledged Asset Loan - In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges its investment assets held at the account custodian as collateral. These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Magnus does not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Magnus does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged asset loan, the following economic benefits would inure to Magnus:
• by taking the loan rather than liquidating assets in the client’s account, Magnus continues to earn a fee on such account assets; and
• if the client invests any portion of the loan proceeds in an account to be managed by Magnus, Magnus would receive an advisory fee on the invested amount. The client must accept the above risks and potential corresponding consequences associated with the use of margin or pledged asset loans. Portfolio Activity. Magnus has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Magnus will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Magnus determines that changes to a client’s portfolio are neither necessary nor prudent. Clients remain subject to the fees described in Item 5 below during periods of account inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by Magnus will be profitable or equal any specific performance level(s). Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account may have a different return compared to other money market products. The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Magnus unmanaged accounts. Cash Positions. Magnus continues to treat cash as an asset class. As such, unless determined to the contrary by the Firm, cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating the Firm’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the Firm may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, the Firm’s advisory fee could exceed the interest paid by the client’s money market product. Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Magnus) will be profitable or equal any specific performance level(s). D. Assets Under Management As of December 31, 2023, Magnus had approximately $1,557,478,677 in regulatory assets under management, primarily of which was managed on a discretionary basis. As of December 31, 2023, Magnus had approximately $50,683,929 in assets under advisement (i.e., assets monitored by Magnus, but for which Magnus does not retain trading authority).