A. WMS Partners, LLC (“WMS”) is a Delaware limited liability company which was founded in 1993. WMS was originally formed under the laws of the State of Maryland and became a Delaware limited liability company in 2021. WMS continues to maintain its principal place of business in Maryland. A substantial majority of WMS is owned by WMS Partners Holdings, LLC and TRIA Asset Holdings B, LLC. WMS Partners Holdings, LLC is owned by current employees of WMS. Mr. Todd Wickwire is the Chief Executive Officer and Chief Compliance Officer of WMS Partners, LLC. Mr. Paul Speargas and Mr. Joshua Rowe are both co-Chief Investment Officers of WMS Partners, LLC. Mr. Timothy Chase is WMS’s Chairman. Ms. Laura Carr is WMS’s Chief Operating Officer. Mr. Bryan Lopez is the firm’s Chief Financial Officer. WMS’s principal office is in Towson, Maryland, at the address listed on the cover page above. As of January 1, 2018, WMS also operates a satellite office located at 10980 Grantchester Way, Columbia, Maryland 21044. B. As discussed below, WMS offers investment advisory services to its clients. In addition, WMS offers clients financial planning and related consulting services to the extent specifically requested by the client. WMS’s clients include without limitation: individuals, business entities, pension and profit-sharing plans, trusts, estates and charitable organizations. INVESTMENT ADVISORY SERVICES WMS offers its clients the option to engage WMS’s investment advisory services on either a discretionary (WMS makes buy and sell decisions) or non-discretionary (the client makes buy and sell decisions) basis. WMS’s clients pay for these services on a fee- only basis. WMS’s annual investment advisory fee is calculated on a sliding scale, based on the market value of the client’s assets under management. For a detailed explanation of WMS’s fee schedule, please see Item 5. Notwithstanding the foregoing, WMS’s annual investment advisory fee is subject to negotiation, and a different method of determining the advisory fee payable by the client is possible. WMS’s annual investment advisory fee shall be in exchange for investment advisory services, along with any financial planning and consulting services that have been specifically requested by the client. In the event that the client requires extraordinary planning and/or consultation services (as determined by WMS, in its sole discretion), WMS may charge for such additional services. The dollar value of any such additional services shall be set forth in a separate written notice to the client. At WMS’s discretion, it may allow accounts of members of the same household to be aggregated for purposes of determining the advisory fee for the household. WMS may allow such aggregation, for example, where WMS services accounts on behalf of related accounts. This consolidation practice is designed to allow a client the benefit of an increased asset total, which could potentially cause the accounts to be assessed a reduced advisory fee based on the breakpoints available in our fee schedule. WMS may also charge different or lesser fees for non-management oversight and/or mere reporting services. The fees charged with respect to the services referenced in the preceding sentence are subject to negotiation between the client and WMS. Affiliated Private Investment Funds. WMS also serves as the investment advisor and/or manager to several Affiliated Private Funds, including specifically: the WMS Private Income Fund I; WMS Private Income Fund II; WMS Private Income Fund III; the WMS Income Opportunity Funds; the WMS Real Estate Opportunity Fund; the WMS Washington Fund; and the WMS Private Equity Fund I, LLC, which was launched in the Spring of 2023 (collectively, the “Affiliated Private Funds”). With the exception of the WMS Private Equity Fund I, LLC, all current Affiliated Private Funds are closed to new investors. WMS may, on a non-discretionary basis, recommend that qualified clients consider allocating a portion of their investment assets to the Affiliated Private Funds, when available. The terms and conditions for participation in the Affiliated Private Funds, including management and the potential for incentive fees (if any), conflicts of interest, and risk factors, are set forth in the fund’s offering documents. WMS’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Advisory clients who invest in any of WMS Private Income Fund I, LLC, WMS Private Income Fund II, LLC, WMS Private Income Fund III, LLC, or the WMS Private Equity Fund I, LLC do not pay an additional management fee through the Fund. The assets of advisory clients invested in any of WMS Private Income Fund I, LLC, WMS Private Income Fund II, LLC, WMS Private Income Fund III, LLC, or WMS Private Equity Fund I, LLC are included in the client advisory fee as part of the total assets under management, and no separate management fee is charged for investment in the respective fund. Non-advisory clients who invest in any of WMS Private Income Fund I, LLC, WMS Private Income Fund II, LLC, WMS Private Income Fund III, LLC, or WMS Private Equity Fund I, LLC, are subject to an annual management fee, as set forth more fully in Item 5. Investors are not charged performance fees for their investment in any of the following funds: WMS Private Income Fund I, LLC, WMS Private Income Fund II, LLC, WMS Private Income Fund III, LLC, and the WMS Private Equity Fund I, LLC. While the WMS Real Estate Opportunity Fund, LLC has the potential to charge a performance fee, it has never done so. Please Note: Private investment funds generally involve various risk factors, including, but not limited to, the potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she/they are qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. WMS’s Chief Compliance Officer remains available to address any questions regarding the risks of investment in private investment funds, or any actual or perceived conflict of interest. Please Also Note: WMS utilizes an in-house team of professionals to organize, establish, and administer our Affiliated Private Funds and prepare relevant financial reporting, including but not limited to administrative, accounting, and legal professionals. WMS is reimbursed for the time of its employees spent working on Affiliated Private Fund matters—including but not limited to matters related to the formation of Affiliated Private Funds and their respective operating documents, at a rate of 150% of the hourly cost to WMS for retaining the employee(s). This situation presents a conflict of interest, as WMS is being compensated for the time of its employees, in addition to any advisory and/or management fees paid to it by its advisory clients and/or fund investors. WMS believes that these in-house services are vital, as its employees have developed institutional and industry knowledge which is critical to the ongoing success of WMS’s Affiliated Private Funds. WMS shall seek an estimate for comparable services on a biennial basis, and/or whenever the nature of its fund administrative services changes drastically, to ensure that in-house fund administrative services are being provided to its Affiliated Private Funds at rates similar to those charged in the market. Unaffiliated Private Investment Funds. WMS may provide investment advice regarding investment funds to which it has no affiliation. In these circumstances, WMS’s role shall be limited to its initial and ongoing due diligence and investment monitoring services. Should one of WMS’s clients decide to become an investor in one of these Unaffiliated Private Funds, WMS will include those invested assets in determining the client’s “assets under management,” for purposes of WMS calculating its investment advisory fee. WMS’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Please Note: Private investment funds, whether Affiliated Private Investment Funds or Unaffiliated Private Investment Funds, generally involve various risk factors, including, but not limited to, the potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike other liquid investments that a client may maintain, private investment funds do not provide daily liquidity or pricing. In addition, there are generally several minimum qualifications that the client must meet prior to being permitted to invest in the fund. Each prospective client investor will be required to complete a Subscription Agreement establishing that he/she/they are qualified for investment in the fund and acknowledge and accept the various risk factors that are associated with such an investment. Please Also Note: Valuation. In the event that WMS references private investment funds owned by the client on any supplemental account reports prepared by WMS, the value(s) for all such private investment funds shall reflect either the initial purchase and/or the most recent valuation provided by the fund sponsor. If the valuation reflects the initial purchase price (and/or a value as of a previous date), the current value(s) (to the extent ascertainable) could be significantly more or less than the original purchase price. The client’s advisory fee shall be based upon reflected fund value(s). Pooling of Private Investment Opportunities. Starting with the launch of the WMS Private Equity Fund I, LLC, WMS intends to introduce its clients to private investment opportunities on a non-discretionary basis, primarily through affiliated fund vehicles created by WMS. While WMS clients will still have the opportunity to invest in private investments on an individual basis in some circumstances (for example, where WMS determines that a particular private investment opportunity is not a suitable investment for its available Affiliated Private Funds), it believes that introducing clients to such opportunities primarily via an affiliated multi manager fund vehicle offers benefits not readily available to investors committing to private investments on an individual basis. These benefits include providing WMS clients access to the underlying private investment opportunities on a diversified basis without having to commit the substantial capital associated with investing on an individual basis to one opportunity. The pooling of client assets in an affiliated WMS multi manager fund vehicle also provides suitable clients with the opportunity to participate in private investment opportunities that they might otherwise be excluded from on an individual basis as a result of limited fund capacity. WMS will allocate suitable private investment opportunities to its Affiliated Private Funds as it deems appropriate. To the extent that there is remaining available capacity for an unaffiliated private investment opportunity, WMS may make such additional capacity available for suitable clients to invest on an individual basis. This decision will be made on a client-by-client basis, taking into account the client’s total portfolio, risk parameters, and liquidity needs. WMS’s intention is that this process will be phased in over time, as additional WMS multi manager fund vehicles are created. These intentions are subject to modification at any time. Notwithstanding the foregoing, WMS may still recommend, on a non-discretionary basis, that some clients commit to private investment opportunities on an individual basis where it deems doing so is in the best interest of the client. Prior to the client investing in any private fund—whether affiliated or unaffiliated with WMS—the client shall receive both the Confidential Private Offering Memorandum and corresponding Subscription Agreement, which must be executed by the client and submitted to the fund sponsor for review/acceptance. Unaffiliated Sub-Advisers. WMS may allocate, on a discretionary or non-discretionary basis, all or any portion of its clients’ assets to an unaffiliated third-party manager (“Sub- Adviser”). WMS has the right to hire and fire Sub-Advisers in its absolute discretion. In these circumstances, WMS’s role shall be limited to its initial and ongoing due diligence and investment monitoring services. Should a client’s investment assets be managed by one of these Sub-Advisers, WMS will include those sub-advised assets in determining the client’s “assets under management,” for purposes of WMS calculating its own investment advisory fee. WMS’s clients shall be responsible for paying any fees payable to the Sub- Adviser, and such fees shall be in addition to any fees due to WMS. Fees due to a Sub- Adviser shall, at WMS’s election, either be passed through to the client by WMS or invoiced directly by the Sub-Adviser. If such fees are invoiced directly by the Sub-Adviser to WMS’s clients, the fee shall be deducted directly from the client’s custodial account(s). For the purpose of clarity, the above discussion of allocation to Unaffiliated Sub-Advisers does not apply to the commitment and/or investment by WMS’s clients to private investment funds. As discussed in Item 8, WMS does not commit its clients to investment in private investment funds on a discretionary basis. Please Note: There are generally several minimum qualifications that the client must meet prior to being accepted by a Sub-Adviser. Each client allocated to a Sub-Adviser may be required to provide additional documents related to the client’s identity and suitability for various investments. WMS shall be permitted to facilitate any such requirements set by Sub-Advisers. Fees assessed by Sub-Advisers could be anywhere up to and including an annual fee of 1% of the investment assets managed by the Sub- Adviser. WMS’s annual investment advisory fee shall be payable to WMS by clients in exchange for investment advisory services provided by WMS. In addition, WMS offers clients financial planning and related consulting services to the extent specifically requested by the client. WMS’s clients include without limitation: individuals, business entities, pension and profit-sharing plans, trusts, estates and charitable organizations. MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by the client, WMS will generally provide financial planning and related consulting services regarding non-investment related matters, such as tax and estate planning, insurance review, etc. WMS will generally provide such consulting services inclusive of its advisory fee set forth at Item 5 below (exceptions could occur based upon assets under management, special projects, stand-alone planning engagements, etc. for which WMS may charge a separate or additional fee). Please Note: WMS believes that it is important for the client to address financial planning issues on an ongoing basis. WMS’s advisory fee, as set forth in Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with WMS. Please Also Note: WMS does not serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as same. Accordingly, WMS does not prepare legal documents or tax filings, and does not sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for non-investment implementation purposes (i.e. attorneys, accountants, insurance, etc.). The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from WMS and/or its representatives. If the client engages any professional (i.e. attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional[s] (i.e. attorney, accountant, insurance agent, etc.), and not WMS, shall be responsible for the quality and competency of the services provided. Non-Discretionary Service Limitations. Any client who decides to engage WMS on a non- discretionary investment advisory basis must be willing to accept that WMS cannot execute any account transactions without obtaining prior verbal consent to do so from the client. This requirement would preclude WMS from acting autonomously in response to any major market event. Thus, in the event of a market correction during which the client is unavailable, WMS will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s verbal consent.

Client Obligations. In performing our services, WMS shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, it remains each client’s responsibility to promptly notify WMS if there is ever any change in his/her/their financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. Portfolio Activity. WMS has a fiduciary duty to provide services consistent with the client’s best interest. WMS 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 WMS 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. Disclosure Statement. A copy of WMS’s written Brochure as set forth on Part 2A of Form ADV shall be provided to each client prior to, or contemporaneously with, the execution of an Engagement Agreement between WMS and its client. Please Note: Use of Mutual Funds. Some mutual funds utilized by WMS are available directly to the public. Thus, a prospective client can obtain some of the mutual funds that may be recommended and/or utilized by WMS independent of engaging WMS as an investment advisor. However, if a prospective client determines to do so, he/she/they will not receive WMS’s initial and ongoing investment advisory services with respect to those mutual fund holdings. Please Also Note: Use of DFA Mutual Funds. As indicated above, most mutual funds are available directly to the public, without need to engage an investment professional. Other mutual funds, such as those issued by Dimensional Fund Advisors (“DFA”), are generally only available through registered investment advisers. WMS utilizes DFA mutual funds. Thus, if the client was to terminate WMS’s services, restrictions regarding transferability and/or additional purchases of, or reallocation among, DFA funds will apply. WMS’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above. Retirement Rollovers-No Obligation/Conflict of Interest. A client leaving an employer typically has four options (and may engage in a combination of these options): (i) leave the money in his/her/their former employer’s plan, if permitted; (ii) roll over the assets to his/her/their new employer’s plan, if one is available and rollovers are permitted; (iii) rollover to an IRA; or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). WMS may recommend an investor roll over plan assets to an Individual Retirement Account (IRA) advised by WMS. As a result, WMS and its representatives may earn an asset-based fee. In contrast, a recommendation that a client or prospective client leave his/her/their plan assets with his/her/their old employer or roll over the assets to a plan sponsored by a new employer will generally result in no compensation to WMS (unless the client engages WMS to monitor and/or advise on the account while maintained with the client’s employer). WMS has an economic incentive to encourage an investor to roll plan assets into an IRA that WMS will advise on or to engage WMS to monitor and/or advise on the account while maintained with the client’s employer. This presents a conflict of interest for WMS, as WMS has a financial incentive to recommend that the client roll over its retirement account into an account where WMS may receive an advisory fee. There are various factors that WMS may consider before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in an IRA; (ii) fees and expenses in the plan versus the fees and expenses in an IRA; (iii) the services and responsiveness of the plan’s investment professionals versus those of WMS; (iv) protection of assets from creditors and legal judgments; (v) required minimum distributions and age considerations; and (vi) employer stock tax consequences, if any. No client is under any obligation to roll over plan assets to an IRA advised by WMS or to engage WMS to monitor and/or advise on the account while maintained with the client’s employer. Fiduciary Status Regarding Retirement Accounts. When WMS provides investment advice to its clients regarding their retirement plan accounts or individual retirement accounts, WMS and its representatives are acting as fiduciaries 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. The way WMS makes money creates some conflicts with the interests of its clients, so WMS operates under a special rule that requires WMS to act in the best interests of its clients, and not put its own interest ahead of its clients. Accordingly, relative to retirement accounts, WMS must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put its own financial interests ahead of those of its clients when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that WMS gives advice which is in the best interest of its clients;
• Charge no more than is reasonable for its services; and
• Give basic information about conflicts of interest to its clients. WMS’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above and the corresponding conflict of interest presented by such engagement. eMoney. In conjunction with the services provided by eMoney, WMS may also provide access to account aggregation services, which can incorporate all of the client’s investment assets, including those investment assets that are not part of the assets that WMS manages (the “Excluded Assets”). The client and/or his/her/their other advisors that maintain trading authority, and not WMS, shall be exclusively responsible for the investment performance of the Excluded Assets. In addition, eMoney will also provide access to other types of information, including financial planning concepts, which should not, in any manner whatsoever, be construed as services, advice or recommendations provided by WMS. WMS does not provide investment management, monitoring or implementation services for the Excluded Assets. The client may engage WMS to provide investment management services for the Excluded Assets pursuant to the terms and conditions of the Engagement Agreement between WMS and the client. ByAllAccounts, Inc. The client, in conjunction with the services provided by ByAllAccounts, Inc., may also engage WMS to provide periodic comprehensive reporting services which can incorporate all of the client’s investment assets, including those investment assets that are not part of the assets that WMS manages (the “Excluded Assets”). The client and his/her/their other advisor(s) that maintain trading authority, and not WMS, shall be exclusively responsible for the investment performance of the Excluded Assets. WMS’s services relative to the Excluded Assets is limited to reporting and non-discretionary consulting services only, which does not include investment implementation. WMS does not have trading authority for the Excluded Assets. As such, to the extent applicable to the nature of the Excluded Assets (assets over which the client and/or his/her/their other advisors/investment professionals maintain trading authority), client (and/or the other investment professional), and not WMS, shall be exclusively responsible for directly implementing any recommendations relative to the Excluded Assets. WMS shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event that the client desires that WMS provide discretionary investment management services (whereby WMS would have trading authority) with respect to the Excluded Assets, the client may engage WMS to do so pursuant to the terms and conditions of a properly executed Engagement Agreement. Introductions to Other Professionals. In the event that a client advises WMS that it requires the services of another professional (i.e., attorney, accountant, insurance agent, investment banker, etc.), and the client correspondingly requests an introduction from WMS, WMS may make an introduction to: A. an unaffiliated professional who is also a WMS client. Unless otherwise expressly indicated, in writing, neither WMS, nor any WMS employee, shall receive any compensation from the professional for the introduction. Nevertheless, because the recommended professional is also a WMS client, a conflict of interest arises because by making the introduction, WMS is assisting an individual or entity from whom it derives (and anticipates in the future will derive) compensation as a WMS client. In the event that WMS introduces a client to an unaffiliated professional who is also a WMS client, WMS will disclose the conflict, in writing, to the client. No client is under any obligation to utilize the services of any such recommended professional. If the client determines to engage the referred professionals, the terms and conditions of the engagement shall be set forth in a written agreement between the client and the referred professional, to which WMS shall not be a party; and/or B. a professional who is associated with a WMS affiliate (and/or a professional who is affiliated with the same service provider as an WMS affiliate). Specifically, a WMS employee is a retired member of a law firm, to which law firm a referral may be made in the event that a WMS client requests an introduction to a law firm. With respect to WMS’s clients, the professional may receive a portion of the fee earned by the law firm for those persons who were also clients of the professional at or before the time of his/her/their retirement from the law firm. If such a client should engage the referred law firm, a conflict of interest arises because by making the introduction, WMS is assisting an individual or entity from whom the employee derives (and anticipates in the future will derive) compensation in gaining clients and generating fees. Where WMS introduces a client to a professional who has a financial relationship with a WMS employee, WMS will disclose the conflict, in writing, to the client. No client is under any obligation to utilize the services of any such recommended professional. If the client determines to engage the referred professionals, the terms and conditions of the engagement shall be set forth in a written agreement between the client and the referred professional, to which WMS shall not be a party. Please Also Note: If the professional to whom WMS has referred the client also introduces clients to WMS, an additional conflict of interest arises because by making the referral, WMS is referring to an individual or entity from whom it anticipates it will receive additional future referrals. Asset-Based Pricing Limitations. WMS may recommend that its clients enter into an asset-based pricing agreement with the account custodian if it deems it appropriate to make such a recommendation. Under an asset-based pricing arrangement, the amount that the client will pay the custodian for account commissions/transaction fees is based upon a percentage (%) of the market value of the client’s account (generally, the greater the market value, the lower the %). This differs from transaction-based pricing, which assesses a separate commission/transaction fee against the client’s account for each account transaction. Account investment decisions are driven by security selection and anticipated market conditions and not the amount of transaction fees payable by the client to the account custodian. WMS does not receive any portion of asset-based transaction fees payable by the client to the account custodian. While the great majority of WMS’s clients are better suited by transaction-based pricing arrangements as of the date of this brochure, WMS believes that some clients may benefit from an asset-based pricing arrangement. The client can request at any time to switch from asset-based pricing to transaction-based pricing or vice versa. However, there can be no assurance that the volume of transactions will be consistent from year-to-year given changes in market events and security selection. Thus, given the variances in trading volume, any decision by the client to switch to or from transaction-based pricing could prove to be economically disadvantageous. WMS’s Chief Compliance Officer remains available to address any questions that a client or prospective client may have regarding the above arrangement and any corresponding actual or perceived conflict of interest such arrangement may create. 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; and,
• Pledged Assets 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, WMS does not recommend such borrowing unless it is for specific short-term purposes (i.e. a bridge loan to purchase a new residence). WMS 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 assets loan, the following economic benefits would inure to WMS:
• by taking the loan rather than liquidating assets in the client’s account, WMS continues to earn a fee on such Account assets;
• if the client invests any portion of the loan proceeds in an account to be managed by WMS, WMS will receive an advisory fee on the invested amount; and,
• if WMS’s advisory fee is based upon the higher margined account value, WMS will earn a correspondingly higher advisory fee. This could provide WMS with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or pledged assets loans. Please Note: Cash Positions. WMS treats cash as an asset class. As such, all cash positions (money markets, etc.) shall be included as part of assets under management for purposes of calculating WMS’s advisory fee, unless agreed otherwise in writing between the client and WMS. 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), WMS 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, WMS’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: WMS’s Chief Compliance Officer remains available to address any questions that a client or prospective may have regarding the above fee billing practice. C. In light of the fact that each client is different, WMS provides investment advice specific to the needs of each individual client. As such, WMS’s first step in forming its investment advisory relationship is to ascertain each client’s unique investment objective(s). Thereafter, WMS shall allocate and/or recommend that the client allocate its investment assets consistent with those investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on WMS’s services. D. WMS does not participate in a wrap fee program. E. As of December 31, 2023, WMS had $3,281,524,197 in regulatory assets under management on a discretionary basis and $2,382,664,323 in regulatory assets under management on a non-discretionary basis, for a total of $5,664,188,520 in regulatory assets under management.