Firm Description Brookline Investments, Inc. (“Brookline”) is an Investment Advisory Firm registered with the U.S. Securities and Exchange Commission (“SEC”). Brookline is located in Birmingham, Alabama, and began conducting business in 1999. Principal Owners Brookline is an independently owned and operated firm that is wholly owned by Brookline Financial Partners, Inc. In turn, Brookline Financial Partners, Inc. is wholly owned by J. Rainer Twiford, who serves as President & CEO of Brookline. Types of Advisory Services Brookline provides investment advice to individuals, trusts, estates, pension and profit- sharing plans, pooled investment vehicles, and other corporations and business entities. Separately Managed Accounts Brookline manages individual, family, and corporate wealth through separately managed accounts (“SMAs”) which provide clients with continuous and regular investment advisory services. Our approach is one that is consultative rather than focused upon generating fees. We spend time getting to know our clients’ goals, objectives, and risk tolerance before suggesting an investment strategy. We consult with our clients on a number of wealth preservation strategies. In addition to estate planning, we also consult on large, concentrated single stock positions. We have a number of clients whose wealth was achieved as a result of the sale of their business to a publicly traded company in a stock-for-stock swap. Because most of the client’s net worth may reside in a publicly traded stock, we generally advise our clients to protect that value through a variety of hedging strategies. We also are frequently asked by our clients to review and/or recommend suitable alternative investments (like real estate, venture capital, commodities and private investments) for their portfolios, in an effort to achieve greater diversification. We believe that a well-diversified portfolio should be comprised of both stocks and bonds, as well as alternative investments. Client Profile We review our clients’ investments, and manage the accounts based on the individual needs of each client. Through client meetings, we strive to acquire a thorough understanding of the client’s financial picture, including the nature of the client’s current assets, as well as their future financial goals and objectives. We make recommendations on investment allocations based upon this review of the client’s financial situation, current and future needs and desires, combined with the client’s tolerance for risk. Once an asset allocation has been agreed upon between us and the client, we will either make recommendations on investment strategy and individual securities ourselves, or work with the client in selecting a sub-adviser to recommend appropriate investment strategies and securities (for both single-asset class accounts as well as multi-asset class accounts). Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Investment Discretion Investment discretion is exercised in concert with our investment philosophy, as well as any investment guidelines (such as an Investment Policy Statement) or restrictions imposed by the client that have been accepted by our firm. Any changes or amendments to this discretionary authority must be provided in writing by the client and accepted by Brookline. Pursuant to the Investment Advisory Agreement with a client that grants investment discretion, we hold a limited power of attorney to act without prior consultation, based upon the client’s general direction and financial objectives; we have discretion for the type and amount of securities to be bought or sold, the broker/dealer to be used, and the commission rates to be paid. Selection and Use of Sub-Advisers We generally place assets under management with unaffiliated Registered Investment Advisers that are well-known money managers (sub-advisers) who have been subject to our due diligence reviews. We do not pick stocks; rather, our approach is to manage the investment process for our clients by suggesting an appropriate asset allocation, and then monitoring the sub-advisers with whom we place accounts. Our clients’ assets are managed in separate accounts and may be managed on either a discretionary or non- discretionary basis. We utilize sub-advisers, particularly with respect to investments in individual equities. We identify which sub-adviser’s portfolio management style is appropriate for each client, taking into consideration account size, risk tolerance, the investment

objectives of each client and the investment philosophy of the selected sub- adviser. Multiple sub-advisors may be selected for a single client. Clients should refer to the selected sub-adviser’s Firm Brochure or other disclosure document for a full description of the services offered. We regularly review the sub-adviser’s investment strategies and discuss these strategies with the sub-adviser. The sub-adviser will perform services such as providing general investment advice and execution of trades on behalf of the designated clients. Whether recommendations are made by Brookline directly or by a sub-adviser, we monitor the performance of each clients’ portfolio and provide a summary report to each client on at least a quarterly basis. Fees Our annual fee for SMA investment advisory services generally ranges from 1.00% to 1.75%. In return for the sub-advisory services, we pay the sub-adviser a percentage of this fee. The fee paid to the sub-adviser will not increase the total fee the client pays for the collective investment advisory service provided. Rather, we will pay such fee to the sub-adviser out of the fee the client has agreed to pay us under our Investment Advisory Agreement. Mutual Funds Although mutual funds are available for clients to purchase in the marketplace, we generally do not recommend mutual funds. In the event that a mutual fund is recommended as an investment vehicle for clients, then such clients may pay an investment advisory fee to acquire mutual funds through Brookline instead of acquiring such mutual funds directly from the mutual fund company. Similarly, if client portfolios include mutual funds, including money market funds, the client will pay two investment advisory fees: one to Brookline and one to the manager of the mutual funds or money market fund. Pooled Investment Vehicles / Limited Liability Companies (LLCs) / Private Funds Brookline sponsors and manages pooled investment vehicles through Limited Liability Companies (LLCs) that operate as private funds that are privately placed with eligible investors (accredited investors), when the LLC/private fund investment is consistent with the investor’s investment objectives, tolerance for risk, and liquidity requirements. These LLCs/private funds are not required to be registered as investment companies under the Investment Company Act of 1940 in reliance upon an exemption available to such funds whose securities are not publicly offered (and operate as pooled investment vehicles / private funds). Additional information about these LLCs/private funds is contained below (see Items 5, 6, 7, 10, 11 and 15). Brookline clients who invest in Brookline-affiliated LLCs/private funds are not charged any additional investment advisory fees other than the fees allocated to the members of the LLCs. In exchange for investment management and administrative services, Brookline collects quarterly management fees from the LLCs/private funds:
• For most LLCs, management fees range from 0% to 2.0% per annum based on the capital contributions (or capital commitments) to the LLC/private fund.
• For one (1) LLC, the management fees equal 2.0% per annum based on the capital contributions (or capital commitments) during the investment period, but after the conclusion of the investment period management fees are based on each Member’s pro rata share of the invested capital of the LLC.
• For one (1) LLC, the management fees equal 1.25% per annum based on each Member’s pro rata share of Fair Market Value (FMV) (which is based on the annualized monthly average of FMV).
• For one (1) LLC, the management fees equal 2.0% per annum based on each Member’s pro rata share of Fair Market Value (FMV) (which is based on the annualized monthly average of FMV). Management fees are payable quarterly by the LLCs/private funds to Brookline, either in advance or in arrears, as specified in the relevant Private Placement Memorandum and other organizational documents. Incentive fees may also be collected if certain performance thresholds are achieved by the LLCs/private funds. Clients who invest in these LLCs should refer to the Private Placement Memorandum and other organizational documents for additional information and disclosures about fees, risks and about Brookline’s relationship with each of the LLCs. Assets Under Management As of December 31, 2023, Brookline was managing approximately $331,639,846 in clients' assets on a discretionary basis and approximately $ 5,278,210 of clients’ assets on a non- discretionary basis.