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20223-9-2022PKSSupervisoryProceduresManualFINAL.pdf

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PURSHE KAPLAN STERLING INVESTMENTS

SUPERVISORY PROCEDURES MANUAL

Amended March 2022

ACKNOWLEDGMENT OF REGISTERED REPRESENTATIVES By his/her signature below, the undersigned recipient of this Manual acknowledges that he/she has received the Manual, is responsible for knowing its contents and has read and understood its contents to the level of being able to answer questions about it from supervisors and regulatory auditors and to put its principles into practice. The undersigned understands that the Manual is continually updated and agrees to take responsibility for obtaining, reviewing and understanding any updates or supplements published by PKS. By his/her signature below, the undersigned expressly certifies that he/she is familiar with and understands each of the following subtopics listed below regarding Registered Representative Conduct, contained in Section 6 of the Manual.

• Duties and Responsibilities of Registered Representative • Prohibited Conduct • Firm Policy on Insider Trading • New Issue Rules • Private Securities Transactions ("Selling Away") [FINRA Rule 3280] • Transactions by Associated Persons of Other Broker-Dealers [FINRA RULE 3210] • Transactions by PKS Associated Persons at Other Broker-Dealers [FINRA RULE 3210] • Outside Business Activities

By his/her signature below, the undersigned expressly certifies that he/she is familiar with and understands the privacy , Protection of Customer Information and Identity Theft [Section 19.13] provisions of the Manual. By his/her signature below, the undersigned expressly certifies that he/she is familiar with and understands the Anti-Money Laundering [AML] Provisions of the Manual. __________________________________ _________________ Signature [Date] __________________________________ [Print or Type Name] (Amended 2/2015)

TABLE OF CONTENTS INTRODUCTION SECTION1: USE AND DISTRIBUTION OF THIS SUPERVISORY PROCEDURES MANUAL [“SPM”] SECTION 2: SUPERVISORY AND COMPLIANCE PERSONNEL

2.1 Executive Representative 2.2 Government Securities Act Amendments of 1993 2.3 Audit Committee 2.4 Annual Report Under FINRA Rule 3130 2.5 Annual Certification by Chief Executive Officer 2.6 SPM Committee 2.7 Growth Impact Assessment Committee 2.8 Cyber Security Committee 2.8.1 Cyber Incident Identification & Reporting Sub-Committee 2.9 Best Execution Committee SECTION 3: LICENSING 3.0 General 3.1 Institution al Sales Department 3.2 Licensing Department

3.3 Documentation Required 3.4 Assessment of Applicant 3.5 Procedures on Transition from Prior Firm 3.5.1 Waiver Requests 3.6 Compliance Department Procedures for New Associated Persons 3.7 State Registration 3.8 Termination of Registration 3.9 Investment Advisory Outside Business Activities

SECTION 4: STANDARDS OF SUPERVISION

4.1 Supervisory Review System 4.2 Centralized Supervisory System 4.2.1 Documentation and Supervision of Supervisory Personnel 4.3 Supervisory Responsibilities of Regional Supervisors 4.4 Trade Desk Supervision 4.5 Reserved 4.6 Heightened Supervision 4.7 Reserved 4.8 Branch Offices 4.9 Offices of Supervisory Jurisdiction 4.10 Branch Office Supervision 4.11 Bank Networking Arrangements

4.12 Insurance Agency Network Agreement With PKS Financial Services, Inc, for Variable Product

4.13 Conduct Manual For Variable Insurance Through PKS Financial Services SECTION 5: COMPLIANCE DEPARTMENT 5.0 Chief Compliance Officer 5.1 Audit/Inspections of Offices-Time Requirements 5.2 Reserved 5.3 Branch Office and OSJ Audit Procedures 5.3.1 Satellite Branch Offices and Non Registered Branch Offices 5.4 Review of Exception Reports 5.5 Investigation of Suspect RR Activity

5.6 Review of Accounts Held by Officers and Directors of Publicly Traded Companies

5.7 Reserved 5.8 Annual Compliance Meeting and Certification

5.9 SPM Record Keeping and Updates 5.10 Review of Correspondence 5.11 Review of Outgoing Communications With the Public 5.12 Public Appearances 5.13 Continuing Education 5.14 Fingerprinting Unregistered Personnel – SEC 17f-2(a) 5.15 Professional Designations 5.16 Annual Internal Audit SECTION 6: REGISTERED REPRESENTATIVE CONDUCT 6.1 Duties and Responsibilities of Registered Representatives 6.2 Prohibited Conduct 6.3 Firm Policy on Insider Trading 6.3.1 New Issue Rules 6.4 Private Securities Transactions ("Selling Away") [FINRA Rule 3280] 6.5 Transactions by Associated Persons of Other Broker-Dealers [FINRA RULE 3210]

6.6 Transactions by PKS Associated Persons at Other Broker-Dealers [FINRA RULE 3210]

6.7 Outside Business Activities 6.8 Registered Representatives Acting as Trustee 6.9 Political Activities and Political Contributions by Registered Representatives 6.10 Registered Representatives Named as Beneficiaries, Receiving Bequeathments, or

Holding a Position of Trust for a Customer SECTION 7: CUSTOMER RELATIONS 7.0 Know Your Customer 7.0.1 Regulation Best Interest

7.0.1.1 Massachusetts Fiduciary Rule 7.1 The Suitability Rule: FINRA Rule 2111 [Text of Rule] 7.2 Analysis of FINRA Rule 2111 [Suitability] 7.3 PKS Suitability Procedures 7.4 Temporary Holds on Disbursement of Funds or Securities 7.5 Designation of Trusted Contact Persons 7.6 Address Changes 7.6.1 Non-Electronic Deposit of Customer Funds 7.7 Death of a Customer 7.8 Restrictions on Telemarketing 7.9 Loans To/From Customers 7.10 Orders and Discretion in Customer Accounts 7.11 Sharing Profits/Losses 7.12 Senior Investors 7.13 Supervision of Outsourcing Arrangements with Third Party-Providers 7.14 PKS Electronic Signature Procedures 7.15 Reserved

7.15.1 Margin Disclosure Statement 7.15.2 Order Execution and Routing Practices 7.15.3 Risks of Concentrated Positions and Active Accounts 7.15.4 Procedures for Client Notification of Concentrated Positions and

Active Accounts 7.15.5 Regulation SP 7.15.6 Notification and Supervision of Changes of Investment Objective 7.15.7 Supervision of Outsourcing Arrangements

7.16 Check, Electronic Funds Transfer (EFT’s) and Wire Request Procedures 7.17 Fees Charged to Customers 7.18 Commission Recapture Program 7.18.1 Other Special Account For Benefit of Customers 7.19 Disclosure of Compensation in ERISA Accounts 7.20 Individual Retirement Account (IRA) Prohibited Transaction Exemption PTE 2020-02 7.21 Transactions Involving the Sales of Insurance Policies and Annuity Contracts to IRAs and Retirement Plans – Prohibited Transaction Exemption PTE 84-24 SECTION 8: CUSTOMER COMPLAINTS 8.0 Customer Complaints

8.1 Disclosure Reporting Requirements

8.2 Complaints Made By Telephone (NFA) 8.3 Written Complaints (NFA) SECTION 9: OPENING NEW ACCOUNTS; ACCOUNT TRANSFERS 9.1 New FCCS Brokerage Account Form 9.1.1 Omnibus Accounts 9.1.2 Custodial Accounts

9.2 New Account Restrictions 9.3 Signature Guarantees

9.4 Reserved 9.4.1 Reserved 9.4.2 Reserved 9.5 Reserved 9.6 ACATS and Other Account Transfers 9.7 Margin Accounts 9.8 Short Sales 9.9 Accounts of Associated Persons of Other Firms (FINRA, NYSE, AMEX) 9.9.1 Obligations of Executing Member

9.10 Obligations Of Associated Persons Concerning an Account with An Investment Adviser, Bank or Other Associated Financial Institution

9.11 Lost or Stolen Certificate Scenarios 9.11.1 Possible Scenarios 9.11.2 Certificates Lost by the Registered Holder 9.11.3 Certificates Lost or Stolen in Correspondent Control 9.11.4 Certificates Lost or Stolen in Transit 9.11.5 Certificates Lost on Premises at FCCS 9.11.6 Certificates Mailed but not Received 9.11.7 Certificates Lost or Stolen in Transit from the Registered Holder 9.11.8 Certificate Mailed Directly to the Customer 9.11.9 Certificate Registered in Name of FCCS mailed directly to Fidelity or FCCS 9.11.10 Certificate Registered in Name of Customer Mailed to FCCS or Fidelity 9.11.11 Transfer Agent Notification Beyond Required Time Period

9.12 Account Transfers and Recruitment Practices SECTION 10: TRANSACTIONS

10.1 Mark-ups/Mark-downs 10.1.1 Net Transactions with Customers 10.2 Charges for Services

10.3 Churning 10.4 Mutual Fund Sales 10.5 Restrictions on IPO Transactions 10.6 Fictitious Accounts

10.7 “Soft Dollar” and Directed Brokerage 10.8 “Parking” 10.9 Bulletin Board and “Penny Stocks” 10.10 International Trading

SECTION 11: ADVERTISING/PROMOTION

11.1 Reserved 11.2 Product Sales Material 11.3 Training or Educational Events

11.4 Research Reports 11.5 Options Advertising 11.6 Reserved

11.6.1 Purchases and Sales of Mutual Funds and Other Securities

11.7 Gifts, Gratuities and Rebates 11.8 Research SECTION 12: TRADE DESK 12.1 Best Execution 12.2 Limit Order Policy 12.3 The Order Ticket 12.3.1 Regulation SHO 12.4 Consolidated Audit Trail System (CAT) 12.5 TRACE Reporting

12.6 Order Processing 12.6.1 Market-Wide Trading Halts 12.6.2 Reciprocal Activity

12.7 Confirmations 12.7.1 Markup Disclosure for Corporate and Agency Bonds 12.7.2 Markup Disclosure for Municipal Bonds 12.8 Small Order Execution System (SOES) 12.9 Solicited/Unsolicited Transactions

12.10 Rule 144 Transactions 12.11 Reserved 12.12 Payment for Order Flow 12.13 Payment Rules 12.14 Reserved 12.15 “Internal Use Only” Material 12.16 Surveillance Activity to Monitor Trading 12.17 Security Procedures

SECTION 13: CUSTODY 13.1 In General 13.2 The Securities Investor Protection Corporation (SIPC)

13.3 Clearing Agreements SECTION 14: INVESTMENT BANKING

14.1 New Issues Through Fidelity Capital Markets 14.1.1 IPO Certification Form 14.1.2 Electronic Mail Consent Form For IPO Transactions 14.1.3 IPO Negative Consent Letter 14.1.4 IOI Ticketing E-mail

14.2 New Issues Through Other Dealers SECTION 15: PARTICULAR INVESTMENT PRODUCTS

15.0 New Products 15.0.1 Skybridge Series G 15.0.2 Private Placement Variable Life Insurance 15.0.3 Private Company Access Fund LP 15.1 Mutual Funds

15.1.1 In General 15.1.2 Suitability 15.1.3 Disclosure of Fees and Expenses 15.1.3a Addition of “Service Fees” to No-Load Funds 15.1.4 Breakpoint Sales 15.1.5 Letters of Intent 15.1.6 Rights of Accumulation 15.1.7 NAV Transfer Programs 15.1.8 Rights of Reinstatement 15.1.9 Grouping of Family Orders 15.1.10 “Trails” and Other Contingent Deferred Sales charges 15.1.11 Repurchases and Redemption 15.1.12 Reserved 15.1.13 Selling Dividends 15.1.14 Selling Compensation 15.1.15 Prospectus Delivery 15.1.16 Completion of Direct Mutual Fund Applications and Tickets 15.1.17 Market Timing of Mutual Funds 15.1.18 Receipt of Non-cash Compensation and Sales Incentives 15.1.19 Records 15.1.20 Unit Investment Trusts

15.2 Variable Products 15.2.1 Product Identification 15.2.2 Suitability Under FINRA Rule 2330

15.2.2.1 PKS Financial Services 15.2.2.2 Variable Life Insurance 15.2.2.3 Whole Life 15.2.2.4 Military Sales Practices 15.2.2.5 Reserved

15.2.3 Switching (“Twisting”)

15.2.4 Liquidity 15.2.5 Sales Charges; Promotional Payments 15.2.6.0 Variable Annuity Exchanges from Non-Portable Products 15.2.6 Completion of Variable Annuity Applications 15.2.6.1 Variable Annuity Compliance Forms 15.2.6.2 Morningstar Annuity Intelligence 15.2.7 Principal Review of Variable Annuity Applications 15.2.8 Supervisory Procedures for FINRA Rule 2330 Compliance 15.2.9 Training for FINRA Rule 2330 Compliance 15.2.9.1 Miscellaneous Variable Annuity Procedures 15.3 Corporate Bonds 15.3.1 Secured Bonds 15.3.2 Unsecured Bonds 15.3.3 Zero-Coupon Bonds 15.3.4 High Yield Debt

15.4 Collateralized Mortgage Obligations (CMO’s) 15.4.1 Product Identification 15.4.2 Educational Material

15.5 Direct Participation Programs 15.5.1 Reserved 15.5.2 Reserved 15.5.3 Reserved 15.5.4 Reserved 15.5.5 Reserved 15.5.6 Secondary Market Trading 15.5.7 Valuation of DPP Units for Reporting Purposes

15.6 Municipal Securities 15.6.1 Supervisory Responsibilities 15.6.2 Sales Practices 15.6.2.2 Municipal Bond Material Events and Disclosure Checklist 15.6.3 Books and Records 15.6.4 MSRB Rule G-8 Customer Accounts 15.6.5 MSRB Rule G-37 15.6.6 Bonds and Borrowed Loan Transactions 15.6.7 Municipal Fund Securities/529 Plans 15.6.8 Supervision of Municipal Transaction Reporting

15.7 Options 15.7.1 General 15.7.2 Types of Options 15.7.3 Options Position Limits 15.7.4 Opening of Accounts 15.7.5 Trading for the Client’s Account 15.7.6 Exercise Procedures 15.7.7 Margin Procedures 15.7.8 Supervision of Options Activity 15.7.9 Customer Complaints

15.7.9.1 Options in an IRA 15.8 General Fixed Income Products

15.8.1 Reserved 15.8.2 Parking of Securities 15.8.3 Repurchase and Reverse Repurchase Agreements 15.8.4 Churning in Fixed Income 15.8.5 Adjusted Trading

15.9 Derivative Products 15.10 Government Sponsored Enterprises Distribution and Treasury Securities 15.10.1 Disclosure of Principal Returns

15.11 Certificates of Deposit 15.12 Completion of an Alternative Investment Submission

15.12.1 Alternative Investment Compliance Forms 15.12.2 Principal Review of REIT Applications

15.12.3 1031 Exchanges 15.13 Portfolio Limitations on Certain Unregistered Securities and other .

Illiquid and/or Alternative Investments 15.14 Commodities Futures Transactions 15.14.1 Managed Futures 15.15 Hedge Funds 15.16 Equity-Indexed Annuities 15.17 Structured Products

SECTION 16: CONTINUING EDUCATION 16.1 In General

16.2 Regulatory Element 16.2.1 Required Participation Cycle 16.2.2 Customized Programs 16.2.3 CRD Notifications and Reports 16.2.4 Failure to Complete 16.2.5 Re-entry into Program

16.3 Firm Element 16.3.1 Persons Subject to the Firm Element 16.3.2 Standards for the Firm Element 16.3.3 Participation in the Firm Element 16.3.4 Specific Training Requirements 16.3.5 Regulatory Consequences for Non-Compliance

SECTION 17: RECORD KEEPING AND REPORTING 17.1 Principal Responsibilities 17.2 Use of Electronic Media 17.3 Net Capital Requirements

17.4 Annual Financial Audit 17.5 Focus Reports 17.6 Reporting Required Under SEC Rule 17a-11

17.7 Customer Account Statements 17.8 Record of Written Complaints 17.9 Reserved 17.10 Customer Account Information 17.11 Release of Confidential Customer Information 17.12 Preparation of Required Records 17.13 FINRA Fees and Assessments 17.14 Records Regarding Approval of Communications 17.15 Records of Examinations Reports 17.16 Records of Cash and Non-Cash Compensation 17.17 Record Keeping Requirements 17.17.1 Preservation of Required Records 17.18 Municipal Securities Business 17.19 Investment Banking

17.20 Options Business SECTION 18: REGISTERED REPRESENTATIVES ALSO ASSOCIATED WITH

REGISTERED INVESTMENT ADVISORY FIRMS 18.1 Independent Advisory Activities SECTION 19: INFORMATION SECURITY POLICIES AND PROCEDURES

19.1 Comprehensive Information Security Program (CISP) 19.2 Definitions 19.3 Risk Mitigation Practices and Procedures 19.4 Detection of Threats to Information Security 19.5 Response to Breach of Security 19.6 Response to Other Information Security Incidents 19.7 Secure Disposal of Documents and Data 19.8 Reserved 19.9 Reserved 19.10 Other Electronic Safeguards 19.11 Acceptable Use Policy 19.11.1 Overview 19.11.2 Purpose 19.11.3 Scope 19.11.4 Policy 19.11.4.1 General Use and Ownership 19.11.4.2 Security and Proprietary Information 19.11.4.3 Unacceptable Use 19.11.4.4 Blogging and Instant Messaging 19.11.4.5 Internet Usage 19.12 Non-Published IT Department Procedures 19.13 Identity Theft Prevention Program

PART I: Supervisory Procedures PART II: Appendices Appendix A: Anti-Money Laundering Compliance and Supervisory Procedures Appendix B: Business Continuity and Disaster Recovery Plan for Registered Representatives Appendix C: Forms referenced in Part I Appendix D: Procedure Amendments due to COVID-19 INTRODUCTION This Supervisory Procedures Manual of Purshe Kaplan Sterling Investments (also referred to as the “Company”, the “Firm”, or “PKS”) is maintained pursuant to Section 3110 and 3170 of the Financial Industry Regulatory Authority (FINRA) and FINRA Regulatory Notices issued pursuant thereto. (Amended 9/2021) It is the obligation of Purshe Kaplan Sterling Investments (PKS) to supervise the activities of its registered and associated persons. The procedures contained in this Manual are intended to enable the Company’s designated supervisors to ensure compliance with the rules and regulations of the SEC, FINRA and applicable state jurisdictions and statements of policy there under, in which its Registered Representatives (or “Representatives”) are conducting business. Each principal assigned supervisory responsibility has the obligation to ensure that the rules, regulations, and policies applicable to the business of PKS are maintained and followed. This Manual is not to be construed as all inclusive, but rather serves as a guide in conducting the daily supervisory functions. At this time, PKS engages in stocks, bonds, options, and other securities trade execution services and offers variable annuities, retirement plans, margin accounts, money market funds, mutual funds, non-traded REIT’s, structured products, hedge funds, managed futures, direct participation programs, and private placements. The company may in the future offer public offerings. Therefore, these issues have been addressed in this manual in anticipation of the Company offering these services as well as to educate interested Registered Representatives as to the Compliance issues associated with offering these products. PKS, in the conduct of its operations, strives to maintain high standards of commercial and ethical conduct and just and equitable principles in its dealings. The Company is dedicated to serving the best interests of its clients and complying with regulatory requirements. SECTION 1: USE AND DISTRIBUTION OF THIS SUPERVISORY PROCEDURES MANUAL [“SPM”] (Amended 9/2019)

This Supervisory Procedures Manual constitutes the written supervisory procedures of Purshe Kaplan Sterling Investments (“PKS”) and shall be referred to hereafter as “SPM”. The SPM is available to all associated persons of the firm on the Broker’s Resource Home Page, the password- protected portion of the company’s public website. Familiarity with this SPM will reduce errors, avoid losses, and save time. Registered Representatives are required to know how to access the SPM at all times and to be familiar with its content. The SPM implements those rules, regulations and policies that are considered to be most applicable to the day-to-day activities of the Company’s Registered Representatives and other associated persons. It is not all-inclusive of the laws and regulations with which the Firm and its associated persons must comply. Securities are governed by the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, FINRA Rules, MSRB Rules, NFA Rules, and other federal and state laws and rules. These statutes, rules and regulations are quite complex and all Registered Representatives and associated persons are advised to consult the Compliance Department for further clarification. The SPM Committee formed pursuant to SPM Section 2.6 meets on no less than a monthly basis to review and incorporate significant changes to SEC, FINRA, state or in-house policies. In 2010, the SPM Committee began a systematic and ongoing revision of the SPM. The revision process may result in temporary conflict between revised procedures and existing procedures which have not yet undergone review by the SPM Committee. Any and all conflicts between procedural sections in the SPM shall be resolved by reference to the provision containing the most recent revision date. The provisions of this SPM apply to the firm itself as well as its associated persons. As noted above, the SPM provides guidance for implementation of complex regulatory rules applicable to the firm’s operations. However, the complexity of the regulatory environment coupled with the inevitability that unforeseeable circumstances will arise in the course of a securities business make it necessary for the firm to retain some flexibility to make exceptions in limited cases where the best interest of the investor is served. For this reason, the firm reserves the right to fashion individual exceptions from these procedures where such exception is determined to be in the best interest of the investor and is specifically approved and documented by an appropriate Committee or Senior Management. The SPM is the exclusive property of Purshe Kaplan Sterling Investments and, as such, its contents are confidential, and shall not be revealed to any third party without the express written consent of PKS. SECTION 2: SUPERVISORY and COMPLIANCE PERSONNEL For supervisory functions Purshe Kaplan Sterling Investments designates the following appropriately registered Principal(s) with authority to carry out the supervisory responsibilities of

PKS for each type of business in which it engages for which registration as a broker-dealer is required. The Chief Compliance Officer of Purshe Kaplan Sterling is Peter Kvam , who shall serve as the Registered Principal with responsibility for establishing supervisory systems and overall oversight of compliance functions. These include:

COMMUNICATION: Provide instructions as to how to operate within the guidelines. CONFIRMATION: Establish and enforce procedures for checking on activities of

all personnel to determine that the guidelines are being followed. CONSEQUENCES: Determine action to be taken in the event the guidelines are not

followed.

2.1 EXECUTIVE REPRESENTATIVE (Amended 9/2021)

Pursuant to FINRA Requirements, the Company must designate an Executive Representative to whom official FINRA notifications will be sent and who will have responsibility within the Company for notifying applicable personnel.

Executive Representative: Principal, Title: J. Peter Purcell , CEO Principal’s Registration Status: Series 24

Effective date(s) of Designation: Series 24 – October 7, 1989 Series 7 – April 25, 1987 Series 63 – February 5, 1994 Location: Albany, NY

PLEASE NOTE: Each time the Executive Representative is changed, the Company must notify the FINRA Corporate Secretary in writing and amend Form BD on the CRD system. Chief Financial Officer, FinOp Principal, Title: Tracey Bohley, CFO Principal’s Registration Status: Series 27 Effective Date of Designation: August 16, 2021 Series 27 - December 7, 2015 Location: Albany, NY Chief Operating Officer & President Principal, Title: Christopher Motta, COO, President Principal’s Registration Status: Series 24 Effective Date(s) of Designation: November 30, 2020 Series 24 - July 18, 1998 Location: Albany, NY

All PKS Persons In Charge report to the Director of Supervision, or designated Supervising Principal, who in return reports to the Director of Supervision.

(Amended 9/2021) Type of Business:

Mutual Funds: Principal, Title: Ryan D’Antonio, Director of Supervision Principal’s Registration Status: Series 24 Effective Date(s) of Designation: May 12, 2021 Series 24 - October 21, 2011 Location: Albany, NY Commission Recapture Programs: Principal, Title: Tracey Bohley, CFO Principal’s Registration Status: Series 27 Effective Date of Designation: August 16, 2021 Series 27 - December 7, 2015 Location: Albany, NY Program Implementation: January 3, 2006

Variable Product: Principal, Title: Ryan D’Antonio, Director of Supervision Principal’s Registration Status: Series 24 Effective Date(s) of Designation: May 12, 2021 Series 24 - October 21, 2011 Location: Albany, NY

Direct Participation Programs: Principal, Title: Ryan D’Antonio, Director of Supervision Principal’s Registration Status: Series 24 Effective Date(s) of Designation: May 12, 2021 Series 24 - October 21, 2011 Location: Albany, NY Corporate Bonds: Principal, Title: Ryan D’Antonio, Director of Supervision Principal’s Registration Status: Series 24 Effective Date(s) of Designation: May 12, 2021 Series 24 - October 21, 2011 Location: Albany, NY Municipal Securities:

Principal, Title: Stephen Smith, Regional Supervisor Principal’s Registration Status: Series 53 Effective Date(s) of Designation: April 1, 2010 Series 53-March 24, 2010 Location: Albany, NY Options: Principal, Title: Stephen Smith, Regional Supervisor Principal’s Registration Status: Series 24; Series 4 Effective Date(s) of Designation: July 1, 2010 Series 24 –August 27, 2009 Series 4 – June 16, 2010 Location: Albany, NY Managed Futures: Principal, Title: Jason Depasquale, Regional Supervisor Principal’s Registration Status: Series 24; Series 3 Effective Date(s) of Designation: November 20, 2007 Series 24 –April 10, 2006 Series 4 – November 20, 2007 Location: Albany, NY Mortgage Securities: N/A Investment Banking: N/A

(Amended 8/2021) The following individuals are responsible for Home Office and Branch Office supervision:

Home Office Supervisor: Pamela Young Branch Office Supervisor: Ryan D’Antonio, Director of Supervision Principal Responsible for Continuing Education: Peter Kvam, CCO Principal Responsible for Anti-Money Laundering: Peter Kvam, CCO

A list of all PKS Branch Offices and the individual responsible for supervising that office is listed on Form BR. (Amended 8/2021)

The following individuals are the PKS Regional Supervisors who are responsible for conducting required supervisory reviews:

Jason Depasquale

Ryan D’Antonio Rachel Dickinson

Myles Birrittella Pamela Young Daniel O’Neill Stephen Smith Colleen Maron Victoria Wabnig Michael McGrath Modesto Lugo

(Amended 2/2019)

2.2. Government Securities Act Amendments of 1993

Purshe Kaplan Sterling is not a registered Government Securities broker/dealer, and may only sell or purchase treasury securities in the secondary market. However, PKS will abide by the 1993 Amendments to the Securities and Exchange Act of 1934 Rule 15Ca2-1 and file with the Central Registration Depository a Form BD if any change in this status should occur. PKS re-filed its Form BD in 1999, in compliance with Rule 15C2a(3) before the December 15, 1999 deadline. PKS’ status as a wholly-owned subsidiary of PKS Holdings, LLC is disclosed in Schedule A of the Form BD, including information on all partners, directors, and executive officers of the company and their proportional ownership. In the NASD’s NTM 95-48, it states that “In general, the recordkeeping amendments require Section 15C broker/dealers to maintain and preserve records concerning the financial and securities activities of affiliates whose business activities are reasonably likely to have a material impact on the financial or operation condition of the Section 15C broker/dealers.” Although PKS is exempt from this section, the firm will nevertheless abide by this Rule and file any materially important information on the partners, directors, or executive officers, such as bankruptcy, acquisition of another member firm, or affiliation with any other financial institution, such as a bank or insurance company. (Amended 5/2010) 2.3 Audit Committee (Amended 12/2010)

A. Composition of Audit Committee

Pursuant to FINRA Rule 3130, an Audit Committee is hereby established to consist of the following members:

Chief Executive Officer Directors of the Corporation Chief Operating Officer Director of Supervision Chief Compliance Officer Comptroller General Counsel B. Meetings of the Audit Committee (1) Monthly Meetings

The Audit Committee shall meet on a monthly basis, (2) Special Meeting to Review Annual Report Preliminary Draft

No less than 45 days prior to the anniversary date of the prior year certification made by the Chief Executive Officer under FINRA Rule 3130, the Audit Committee shall meet to review and approve the preliminary draft of the Annual Report under FINRA Rule 3130.

(3) Special Meeting to Receive Annual Report in Final Form

Prior to or contemporaneous with certification by the CEO under FINRA Rule 3130, the Audit Committee shall meet to approve the Annual Report under FINRA Rule 3130 in final form.

C. Content of Audit Committee Meetings

The following matters shall be included and addressed in Audit Committee meetings.

(1) Discuss and review the matters that are the subject of the certification;

(2) Discuss and review PKS’ compliance efforts as of the date of such meetings; and

(3) Identify and address significant compliance problems and plans for emerging business areas.

D. Record Keeping

The Chief Compliance Officer shall prepare minutes of the meetings of the Audit Committee, which may be maintained in electronic format.

2.4 Annual Report Under FINRA Rule 3130 (Amended 2/2019) A. General

As a condition precedent to certification under FINRA Rule 3130, a report must be prepared, delivered and reviewed in accordance with the requirements of this section, Sections 2.3 and Section 2.5.

B. Chief Compliance Officer Responsible

The report shall be prepared by the Chief Compliance Officer. C. Content of Report (1) Documentation of Processes

The report must document PKS’ processes for establishing, maintaining, reviewing, testing and modifying compliance policies, that are reasonably designed to achieve compliance with applicable FINRA rules, MSRB rules and federal securities laws and regulations.

(2) Manner, Frequency and Identification

The report should include the manner and frequency in which the processes are administered, as well as the identification of officers and supervisors who have responsibility for such administration.

(3) Conclusions

The report need not contain any conclusions produced as a result of following the processes set forth therein

D. Preparation of Report

The Independent Auditor shall prepare a preliminary draft of the report using data derived from the Internal Audit conducted pursuant to SPM 5.16.

E. Time Frame For Production of Report (1) Annual Report Preliminary Draft

No less than 45 days prior to the anniversary date of the prior year certification made by the Chief Executive Officer under FINRA Rule 3130, the Chief Compliance Officer shall deliver the Preliminary Draft of the Annual Report to the Chief Executive Officer at the Special

Meeting of the Audit Committee to review and approve the preliminary draft of the Annual Report under FINRA Rule 3130.

(2) Annual Report in Final Form

Prior to the anniversary date of the prior year certification made by the Chief Executive Officer under FINRA Rule 3130, the Independent Auditor shall deliver the Annual Report in Final Form to the Chief Executive Officer at a Special Meeting of the Audit Committee.

F. Record Keeping

The Compliance Department shall a maintain true copy of the Annual Report in Final Form, which may be maintained in electronic format.

2.5 Annual Certification by Chief Executive Officer (Amended 12/2010) A. General

FINRA Rule 3130 states that on an annual basis, the Chief Executive Officer must certify that the procedures contained within this manual are reasonably designed to achieve compliance with applicable FINRA rules, MSRB rules and federal securities laws and regulations, and that the Chief Executive Officer had conducted one or more meetings with the Chief Compliance Officer within the past twelve months to discuss such processes.

B. Certification:

The language for this certification will be as follows.

The undersigned is the Chief Executive Officer (or equivalent officer) of Purshe Kaplan Sterling Investments, a member of FINRA (the “Member”). As Required by FINRA Rule 3130(b), the undersigned makes the following certification:

1. The Member has in place processes to:

(a) establish, maintain, and review policies and procedures reasonably designed to

achieve compliance with applicable FINRA Rules, MSRB rules, and federal securities laws and regulations;

(b) Modify such policies and procedures as business, regulatory and legislative

changes and events dictate; and

(c) Test the effectiveness of such policies and procedures on a periodic basis, the timing and extent of which is reasonably designed to ensure continuing

compliance with applicable FINRA rules, MSRB rules and federal securities laws and regulations.

2. The undersigned chief executive officer has conducted one or more meetings with the chief compliance officer in the preceding 12-month period, the subject of which satisfy the obligations set forth in FINRA Rule 3130.

3. The Member’s processes, with respect to paragraph 1 above, are evidenced in a report reviewed by the chief executive officer, chief compliance officer, and such other officers as we have deemed necessary to make this certification. The final report has been submitted to the Member’s board of directors and audit committee (or equivalent bodies) at the earlier of their next scheduled meetings or within 45 days of the date of execution of this certification

4. The undersigned chief executive officer has consulted with the chief compliance officer and other officers as applicable (referenced in paragraph 3 above) and such other employees, outside consultants, lawyers and accountants, to the extent deemed appropriate, in order to attest to the statements made in this certification.

C. Chief Executive Officer

The Certification shall be executed by the Chief Executive Officer. D. Time Requirements

The Certification shall be executed no later than the on the anniversary date of the previous year’s certification.

E. Record Keeping

The Chief Compliance Officer shall maintain true copy of the executed Certification, which may be maintained in electronic format.

2.6 SPM Committee (Added 8/2021) A. Statement of Purpose

A permanent committee to review and update as needed the SPM is hereby formed. Its purpose is to provide a process, in accordance with FINRA Rule 3130, to

(a) Establish, maintain, and review policies and procedures reasonably designed to

achieve compliance with applicable FINRA Rules, MSRB rules, and federal securities laws and regulations;

(b) Modify such policies and procedures as business, regulatory and legislative

changes and events dictate; and

B. Composition of SPM Committee

Pursuant to FINRA Rule 3130, an SPM Committee is hereby established to consist of the following members:

Chief Executive Officer President Chief Operating Officer Chief Compliance Officer General Counsel Director of Operations Assistant Director of Supervision Assistant Director of Compliance

Members may, at their discretion, invite additional team members for specific matters,

as needed. C. Meetings of the SPM Committee (1) Monthly Meetings

The SPM Committee shall meet on a monthly basis. (2) Review Process

The Committee’s review process shall consist of the following elements:

(a) A section by section reading and analysis of the SPM;

(b) Review of relevant FINRA rules and interpretive material relevant to reviewed provisions;

(c) Removal of outdated and erroneous provisions; (d) Addition of new provisions to conform to FINRA and other regulatory

requirements; and (e) Review of New Provisions to ensure: (i) Identification of desired objective; (ii) Identification of the processes used to achieve the desired

objective;

(iii) Establishment of a chain of responsibility for implementation of

processes; and (iv) Establishment of a chain of responsibility for record keeping.

D. Record Keeping

No specific record keeping of the meetings of the SPM Committee shall be maintained, except that proposals for changes in the SPM shall be communicated between members of the Committee and other interested persons via electronic mail.

2.7 Growth Impact Assessment Committee (Amended 2/2021) A. Composition of Growth Impact Assessment Committee In order to ensure compliance with the provisions of FINRA IM-1011-1, a Growth Impact Assessment Committee is hereby established to consist of the following members: Chief Executive Officer Indirect Owners and Directors of the Corporation Chief Operating Officer Director of Supervision Chief Compliance Officer and Primary Deputy Comptroller Chief Supervisory Personnel Chief Deployment Personnel IT Director and Primary Deputy Operations Director Counsel B. Meetings of the Growth Impact Assessment Committee (1) Quarterly Meetings

The Growth Impact Assessment Committee shall meet during the first week of the month at the beginning of each calendar quarter [January, April, July, October] or, if a quorum of the members are not available, as soon thereafter as practicable.

(2) Special Meetings

Any member of the Committee may call a Special Meeting of the Committee at any time should it appear to the member that the firm may undergo a material change in business operations.

C. Content of Growth Impact Assessment Committee Meetings The following matters shall be included and addressed in Growth Impact Assessment Committee meetings. (1) Current number of registered representatives. (2) IM-1011-1 business expansion guidelines. (3) Projected growth in registered representatives for the upcoming calendar quarter. (4) Impact of projected growth on business operations, and the necessary supervisory, compliance, financial, operational and IT measures required to address growth issues. D. Communication With FINRA The Chief Executive Officer shall initiate communications with FINRA with respect to any material change in business operations as defined in FINRA Rule 1011(I). E. Record Keeping The Chief Governance Officer shall prepare minutes of the meetings of the Growth Impact Assessment Committee, which may be maintained in electronic format.

2.8 Cyber Security Committee (Amended 01/2020) A. Mission Statement The Mission of the Committee is to be responsible for the cultivation of a corporate culture that recognizes risk awareness and the development of the Firm's cyber security solutions, utilizing thought leadership, technology and systems, and development of applicable policies and procedures. Through its cyber security policy and procedures, the Committee will assure effective collaboration and coordination between affected departments and staffs in identifying and responding to both privacy and cyber security risks and events. The Committee will oversee the development and implementation of an enterprise-wide strategic framework related to the identification and prevention of cyber security threats as an integral part of the Firm's risk management process, known as the Comprehensive Information Security Program ("CISP"). The Firm's cyber security framework is intended to be "evolutionary", requiring (i) periodic reviews, and (ii) testing of systems, that result in changes to Firm policy and procedures, as cyber security issues and developments require. Additionally, the Firm will utilize a periodic training and education program for staff, supervisors, affiliates and management. OK The Committee shall be composed of specified members of senior management,department heads and staff, who have been selected based upon their backgrounds and experience involving IT, Risk Management, Operations, Compliance, and Legal. The Committee shall have the discretion to engage and utilize the services of independent vendors, computer service providers (eSP's) and consultants having expertise in the area of cyber security and IT. The Committee shall determine its meeting agendas and frequency of meetings which shall be reported through minutes prepared by the designated secretary. The duration of the Committee shall be continuing. B. Composition of Cyber Security Committee

In order to ensure that electronically stored and transmitted customer information is safeguarded in accordance with the provisions of Regulation SP and state privacy laws, a Cyber Security Committee is hereby established to consist of the following members:

Chief Executive Officer Chief Operating Officer Director of Supervision Chief Governance Officer and Primary Deputy Chief Compliance Officer and Primary Deputy IT Director and IT Personnel Operations Director President [PKS Advisory Services] Operations Manager [PKS Advisory Services]

The Committee may, in its discretion, include additional members as it deems necessary, and record same in the minutes of its meetings.

The chairpersons' for the Committee shall be the Firm's CEO, General Counsel, and IT

Director, COO and CCO. C. Meetings of the Cyber Security Committee

(1) Quarterly Meetings

The Cyber Security Committee shall meet quartlery or, if a quorum of the members are not available, as soon thereafter as practicable.

(2) Special Meetings

Any member of the Committee may call a Special Meeting of the Committee at any time should it appear to the member that immediate action is required on a cyber security matter.

D. Content of Cyber Security Committee Meetings

The following matters shall be included and addressed in Cyber Security Committee meetings.

(1) Development and/or enhancement of policies to

(a) Ensure security and confidentiality of personal information;

(b) Protect against threats to security of personal information;

(2) Internal and external risk assessment

(3) Testing procedures to ensure effectiveness of security policies

(4) Training

(5) Any other issue relevant to cyber security.

E. Record Keeping

(1) Cyber Security Matters

The IT Director shall maintain records with respect to information security issues addressed by the Committee, which may be maintained in electronic format.

(2) Cyber Security Committee Minutes

The Chief Governance Officer shall prepare minutes of the meetings of the Cyber Security Committee, which may be maintained in electronic format.

2.8.1 Cyber Incident Identification & Reporting (“CIIR”) Sub-Committee (Added 7/2017)

A. Statement of Purpose

A permanent Sub-Committee is hereby formed to review the scope and impact of any Breach of Security (as defined in Section 19.2 of this SPM), (“Cyber-Related Incidents”), and any corresponding regulatory reporting/notification obligations. Its purpose is to provide a process to assess all breaches of security to determine whether PKS has any regulatory reporting or state-required data security breach notification requirements.

B. Composition of CIIR Sub-Committee

The CIIR Sub-Committee is to consist of the following members:

Chief Executive Officer Chief Operating Officer Director of Supervision Chief Compliance Officer Chief Information Security Officer General Counsel

The Sub-Committee may, in its discretion, include additional members as it deems necessary, and record same in the minutes of its meetings.

The chairperson for the Sub-Committee shall be the Firm's Chief Information Security Officer (“CISO”), or his designee.

C. Meetings of the CIIR Sub-Committee

Any member of the Sub-Committee may call a meeting of the Sub-Committee at any time should it appear to the member that immediate action is required with regard to a breach of security.

D. Sub-Committee Review and Assessment Process

The following matters shall be included and addressed in Sub-Committee meetings.

(1) Mandatory Reporting of Cyber Events and Cyber-Enabled Crime Through

FinCEN Suspicious Activity Reports (SARs) (a) FinCEN Definitions

(i) Cyber-Event: an attempt to compromise or gain unauthorized

electronic access to electronic systems, services, resources or information.

(ii) Cyber-Enabled Crime: illegal activities (e.g., fraud, money

laundering or identity theft) carried out or facilitated by electronic systems and devices, such as networks and computers.

(iii) Cyber-Related Information: Information that describes technical

details of electronic activity and behavior, such as IP addresses, time stamps, indicators of compromise (IOCs), and device identifiers. Cyber-related information also includes, but is not limited to, data regarding the digital footprint of individuals and their behavior.

(b) The Sub-Committee shall evaluate all breaches of security to

determine whether a mandatory SAR filing is required, taking into account the nature of the transaction, the information and systems targeted, whether it involved a Cyber-Event and/or Cyber-Enabled Crime, and the following factors:

(i) Does the transaction conducted or attempted by, at, or through

PKS involve or put at risk an aggregate of $5,000 or more in funds or other assets;

(ii) Does PKS know, suspect, or have reason to suspect that a cyber- event was intended, in whole or in part, to conduct, facilitate, or affect a transaction or series of transactions (even though no actual transaction or series of transactions may have occurred);

(iii) Does the Cyber-Related Incident involve an unauthorized

transaction or series of transactions, relevant to a possible

violation of law or regulation, that is regularly involved in efforts to acquire funds through illegal activities; and

(iv) Are multiple Cyber-Related Incidents similar in nature and share common identifiers, or are believed to be related, connected, or part of a larger scheme which should be reported in a single cumulative SAR, or does the Cyber-Related Incident involve continuous scanning or probing of PKS systems or networks that may be reported in a single cumulative SAR?

(2) Voluntary Reporting of Cyber-Events and Cyber-Enabled Crime Through

FinCEN Suspicious Activity Reports (SARs)

(a) Upon evaluation of the factors outlined in Section D(1)(B) above, if a Cyber-Related Incident does not meet mandatory SAR-filing requirements, the Sub-Committee may determine to submit a voluntary SAR filing based upon the following factors: (i) Did the Cyber-Related Incident entail an egregious, significant,

or damaging Cyber-Event or Cyber-Enabled Crime;

(ii) Will the reporting of such Crime-Related Information be valuable to law enforcement investigations?

(3) State-Required Data Security Breach Notifications

The Sub-Committee shall evaluate all breaches of security Incidents to assess whether there has been an unauthorized acquisition of computerized data that compromises the security, confidentiality or integrity of non-public customer information maintained by PKS, and whether such unauthorized acquisition triggers state-required notification obligations.

(4) Other Regulatory Reporting Obligations

The Sub-Committee shall evaluate all breaches of security Incidents to assess whether facts and circumstances trigger self-reporting obligations under FINRA Rule 4530(b). The Rule 4530(b) reporting obligation is triggered when the violative conduct has or could have a widespread impact or has a significant monetary result on the broker-dealer, clients, or markets, or when there are multiple instances of any violative conduct.

E. Record Keeping

(1) Cyber-Related Incidents

The CISO or his designee shall maintain records with respect to breaches of security Incidents addressed by the Sub-Committee, which may be maintained in electronic format.

(2) Reporting, Filing, and Notification Obligations The CISO or his designee shall maintain records with respect to the Sub- Committee’s assessment of PKS’ SAR filing obligations, filing obligations required by other functional regulators, and state-imposed data security breach notification requirements, which may be maintained in electronic format.

(3) Sub-Committee Meeting Minutes

The CISO or his designee shall prepare minutes of the meetings of the CIIR Sub- Committee, which shall then be circulated to all members of the Cyber Security Committee. Such minutes may be maintained in electronic format.

2.9 Best Execution Committee (Added 4/2017) A. Statement of Purpose

Effective April 5, 2017, a permanent committee has been formed to review the order execution quality achieved for customers of PKS. Its purpose is to provide a process, in accordance with FINRA Rule 3130, to:

(a) Regularly and rigorously examine execution quality likely to be obtained for

customer orders;

(b) Evaluate whether opportunities exist for obtaining improved executions of customer orders;

(c) Establish, administer, and review order execution policies and procedures to ensure they are reasonably designed to achieve compliance with applicable FINRA Rules, MSRB rules, and federal securities laws and regulations.

B. Composition of Best Execution Committee

Pursuant to FINRA Rule 3130, a Best Execution Committee is hereby established to consist of the following members:

Director of Trading Department

Chief Operating Officer Director of Supervision Chief Compliance Officer Director of Operations

Compliance Department Representatives Other department heads and staff may attend meetings for issue-specific matters. C. Meetings of the Best Execution Committee (1) Quarterly Meetings

The Best Execution Committee shall meet on at least a quarterly basis, or as may be requested by any member of the Best Execution Committee.

(2) Review Process

The Committee’s review process shall consist of the following elements:

(a) Quantitative evaluation of analytical reports provided by PKS’ clearing firm, other executing broker-dealers/financial institutions, and/or other alternative trading systems (ATS’s) to which order flow is routed;

(b) Qualitative evaluation of best execution reviews conducted by PKS’

clearing firm, other broker-dealers/financial institutions, and/or ATS’s executing trades on PKS’ behalf, including policies and procedures in place at each firm and how such reviews are conducted;

other executing broker-dealers/financial institutions, and/or ATS’s executing PKS customer orders; and

(d) Modify the Firm’s order routing and execution arrangements, as may be necessary.

D. Record Keeping

The Chief Compliance Officer, or his designee, shall prepare minutes of the meetings of the Best Execution Committee, which may be maintained in electronic format.

SECTION 3: LICENSING 3.0 General The Chief Compliance Officer of PKS monitors the hiring of Registered Representatives All

persons applying for registration or association with the Company are subject to investigation, which is conducted by U4 review (if available) and by contacting previous employers for an assessment of prior performance and to ascertain whether any undisclosed disciplinary history exists. All reviews and records are maintained in digital format and/or paper file. (Amended 6/2010) 3.1 Institutional Sales Department During the pre-registration process, the Institutional Sales Department shall conduct due diligence concerning a prospective new Registered Representative, including an inquiry into the nature of the representative’s business and the extent to which he or she offers investment products for which the new firm would need a dealer or servicing agreement in order for the representative to sell and provide service. (Amended 6/2010) 3.2 Licensing Department A. Responsibilities (1) PKS Corporate Filings in States The Licensing Department has responsibility for keeping PKS corporate filings current and active in every state in which PKS conducts business. (2) PKS Insurance Filings in States The Licensing Department has responsibility for keeping PKS insurance license current and active in every state in which PKS conducts business. (3) Registered Representative Insurance Licenses in States Upon notification by a Registered Representative that he/she will be conducting a variable insurance or variable annuity business in a state, the PKS Licensing Department has responsibility for verifying such Registered Representative is (i) properly insurance licensed in such state(s). (ii) properly appointed with any variable company which whom business will

be transacted. (4) Renewals and filings The Licensing Department shall have responsibility for renewal of all corporate state insurance licenses and corporate filings. (a) Agent in State. The Licensing Department shall maintain an agent for service of process in every state as required by state law. (b) NIPR Filings. To ensure that all required disclosure information is transmitted to the state insurance regulatory authority in a timely fashion, the Licensing Department shall keep current filings on National Insurance Producer Registry (NIPR), in its Attachment Warehouse. (c) Non-Participating NIPR States and Territories. (a) All 50 states participate in NIPR. (b) The following territories do not participate in NIPR: American Samoa, Guam, American Virgin Islands (c) For US territories do not participate in NIPR, the Licensing Department shall file the required disclosure information directly with those territories. (d) Registered Representative State Insurance Licenses. (i) Licensing Department Notification. The Licensing Department shall notify the Registered Representative within 30 days prior to the termination of a state insurance license that such license requires renewal.

(ii) Registered Representative Responsibility for Licensure. The Registered Representative has the responsibility for effecting renewal of all required state licenses and submitting a copy of same to the Licensing Department. (iii) Record Keeping. The Licensing Department shall maintain a record of all renewals. (iv) Notification by Licensing Department. The Licensing Department shall notify the Operations Department, the Corporate Comptroller and the Compliance Department in the event of the failure of a Registered Representative to renew an insurance license. (Amended 6/2010) 3.3 Documentation Required (Amended 3/2021) A. Initial Application. The following documents shall be obtained in connection with becoming a Registered Representative: (1) Signed Application, (when applicable) (2) Signed Consent to View form, giving the PKS Compliance Department permission to look at the CRD, NFA and insurance (through NIPR or direct) license record of an applicant, where applicable. (3) Manually or Electronically Signed Form U4, (4) Fingerprint cards, (5) FBI report (where appropriate), (6) Independent Contractor Agreement and/or Person In Charge Agreement (where appropriate). (See Forms Section on PKS Website) 3.4 Assessment of Applicant (Amended 9/2015)

A. Initial Inquiry As part of the interview process the Institutional Sales Department will conduct an inquiry as to: (1) The scope of securities related transactions; (2) Any history of rapid changes from firm to firm; (3) Any history of customer complaints or regulatory actions and/or (4) Any Outside Business Activity that rises to the level of a "Private Securities Transaction" within the meaning of FINRA Rule 3280.

(5) Whether the existing accounts of prospective registered representatives contain non-portable products that are contemplated to be exchanges into new products through PKS.

B. Compliance Department

The Institutional Sales Department shall refer all results of the above inquiry to the Compliance Department for further investigation.

C. Compliance Department Action

(1) Initial Pre-Registration Search (a) Pursuant to FINRA Rule 3110(e), the Compliance Department obtains an

executed “Consent to View” form from the prospective registered representative authorizing the review of the following information through FINRA’s WebCRD: (i) Historical Form U-4 submissions (ii) Historical Form U-5 submissions

(b) Where an applicant has been recently employed by a Futures Commission Merchant or an Introducing Broker that is notice-registered with the SEC pursuant to Section 15(b)(11) of the Exchange Act, the Compliance Department shall also review a copy of the applicants most recent CFTC Form 8-T, including any amendments thereto.

(2) Evaluation of Prospective Registered Representative

Upon evaluation of the FINRA WebCRD search and the matters raised by the Institutional Sales Department with respect to the deployment of any prospective associated person, the Compliance Department shall take one or more of the following actions, as appropriate.

(a) Recommend that the applicant be permitted to associate with PKS with no restrictions, provided that the Compliance Department finds that the issues

raised to be groundless or de minimus.

(b) Require Heightened Supervision pursuant to Section 4 of this SPM. In the event that the Compliance Department requires heightened supervision, it shall make a recommendation as to the appropriate measures required to the Director of Supervision.

securities transaction, the Compliance Department shall refer the matter to the 3280 Committee for review pursuant to Section 6.4 (E).

(d) In the case of an applicant whose existing accounts of prospective

registered representatives contain non-portable variable annuities that are contemplated to be exchanged into new products through PKS, the Compliance Department shall notify the appropriate Regional Supervisor(s) to ensure appropriate review of such transactions.

(e) Recommend that the applicant be rejected.

(3) Background Check

FINRA Rule 3110(e) requires that each member firm ascertain by investigation the good character, business reputation, qualifications and experience of an applicant before the firm applies to register that applicant with FINRA and before making a representation to that effect on the application for registration. This entails a national search of reasonably available public records conducted by the firm or a third-party service provider to verify the accuracy and completeness of the information contained in an applicant’s Form U-4. The Initial Pre-Registration Search above will be conducted by the PKS Compliance Department simultaneously with the background check procedures set forth below:

(a) Through the services of the third-party vendor Business Information Group (BIG), conduct a reasonable search of available public records to verify the

accuracy and completeness of the information contained in the applicant’s Form U-4. This review shall be conducted prior to registration with PKS.

(b) If the search provides no results that require additional follow-up, the Compliance Department shall inform the Deployment Department that the registration process can begin.

(c) If the search provides results that require additional follow-up, the Compliance Department shall request the Deployment Department obtain an explanation of results from the prospective registered representative. Based upon the findings, the Compliance Department will recommend approval or rejection of association with PKS.

D. Verification Process

FINRA Rule 3110(e) requires firms to verify the accuracy and completeness of the information contained in an applicant’s Form U-4 by no later than 30 calendar days after an initial or transfer Form U-4 is filed. (1) Compliance Department Action

The Compliance Department shall take the following steps to comply with this rule:

(a) Verify the applicant’s identity and name by checking a valid state-issued driver’s

license or valid government-issued passport. (b) Communicate with the applicant’s previous employers for the past three years to

verify accuracy of previous positions held (c) Review fingerprint results

(2) Timing

The verification process shall be completed within 30 days after filing the Form U-4 with FINRA. However, in cases in which the FBI determines the fingerprints to be “illegible” and requires resubmission, the verification shall be completed as soon as practicable. The Compliance Department will document the basis for the delay in the appropriate conversion folder.

(3) Results

If there are any discrepancies found during the verification process, the Compliance Department investigate the matter to determine the appropriate action needed. (a) If the discrepancy is minor, the Compliance Department shall file an amended

Form U-4. (b) If the discrepancy is material, the Compliance Department shall bring the matter

to Senior Management for a re-evaluation of registration.

E. U-5 Review

Between 30 and 45 days after association of a registered representative, the Compliance Department shall conduct a review of the Form U-5 filed by the prior firm. Any discrepancy with the information provided on the Form U-4 submitted by the registered representative shall be brought to Senior Management for a re-evaluation of registration.

F. Ongoing Assessment of Applicants

(1) FINRA Rule 1210 requires the following:

(a) FINRA Rule 1210 states that a member shall not maintain a representative registration with FINRA for any person:

(i) who is no longer active in the member's investment banking or securities business, (ii) who is no longer functioning as a representative, or (iii) where the sole purpose is to avoid the examination requirement

(b) A member shall not make application for the registration of any person as representative where there is no intent to employ such person in the member's investment banking or securities business.

(2) Periodic Assessment

Pursuant to FINRA Rule 1210, PKS will require an annual attestation by every registered representative that he/she is actively engaged in the securities business.

(3) Record Keeping

The Compliance Department shall keep a record of registered representative attestations made pursuant to this section, which may be kept electronically.

3.5 Procedures On Transition from Prior Firm A. Protocol for Broker Recruiting (“Protocol”) (1) Definition.

The Protocol is an agreement between a number of brokerage and advisory firms, which governs the transition of brokers/adviser representatives between financial

firms. (2) PKS Membership in the Protocol. PKS is a member of the Protocol. (3) Effect of Membership in Protocol.

Members of the Protocol have agreed not to commence legal action against each other or any associated persons who transitions from one member firm to another provided the provisions of the Protocol are followed. The Protocol does not protect signatory firms from actions for “raiding”.

(4) Other Benefits of Protocol

Some courts have applied the protection of the Protocol against non-signatories, on the theory that the Protocol has become an industry standard.

(5) Compliance with Protocol. Except as permitted by the privacy policy of the prior firm of a prospective associated person, PKS shall follow the procedures set forth in the Protocol. B. Protocol Procedure To obtain protection under the Protocol, the following procedure must be followed:

(1) Non Disclosure of client identity.

Prior to leaving the former firm, the prospective associated person (“prospect”) may not disclose to PKS, or any other party, or provide account statements or any other documents that reveal the identity of any client of the prior firm.

(2) Disclosure of Certain Information Permitted

The prospect may disclose information related to his/her business that does not

reveal any client’s identity. This information would include the type of client accounts (IRA’s etc.) and an estimate of annual billings/gross commissions

(3) Prior Solicitation of Clients Prohibited.

Prior to leaving the former firm, the prospect may not solicit any of his/her clients to come to PKS.

(4) Procedure Upon Departure.

(a) The prospect assembles the following information to be taken after resignation:

Client Name

Client Address Phone Number Client e-mail address Client Account title

(b) The prospect then delivers a resignation in writing to the Person In Charge. The resignation must include copy of the client information listed in (a) above together with the account numbers of those clients.

(i) Notify the Institutional Sales Department of the resignation. and (ii) Certify that the Protocol was followed.

(d) Certification. Certification that the Protocol was followed pursuant to B(4)(c)(ii) shall be

made by email and contain the following language.

I hereby certify that I have strictly followed the procedures for the Protocol for Broker Recruitment set forth in the e-mail from PKS on [date of this e-mail]. The prospect shall authenticate the certification by typing his/her name following the certification.

(e) Prohibition of taking non-Protocol authorized information.

(i) General. The Protocol strictly prohibits taking any documents or

information other than the information listed in paragraph B(4)(a) above.

(ii) Electronic Devices. This prohibition extends to information that might be contained in a Blackberry, I-phone or any other similar electronic device or medium.

(iii) Verification. The prospect must permit inspection of any electronic device by the prior firm upon request.

(5) Procedure upon association with PKS.

(a) Form U4 information.

The Institutional Sales Department, upon receiving the prospect's resignation letter from the prior firm and the Certification that the Protocol was followed, shall deliver the Form U4, signed by the prospect, to the Compliance Department for filing.

(b) Filing Form U4.

The Compliance Department shall, upon receiving the signed Form U4 from the Institutional Sales Department, (i) File Form U4 with FINRA, and (ii) Maintain a record of the filing of the Form U4.

The newly registered PKS registered representative may use the permitted client information for client solicitation and for no other purpose.

(d) Safeguarding of Protocol Information.

All information obtained pursuant to the Protocol shall be safeguarded as

provided in Section 7.5.1 of the SPM. (Amended 6/2010) 3.5.1 Waiver Requests (Added 1/2011) A) FINRA Authorization

FINRA Rule 1210 authorizes FINRA, pursuant to the FINRA Rule 9600 Series, in exceptional cases and where good cause is shown, to waive qualification examinations (as specified in the FINRA Rule 1200 Series) and accept other standards as evidence of an applicant's qualification for registration. This authority is to be exercised in exceptional cases and where good cause is shown by the member requesting a waiver on behalf of one of its associated persons. Rule 1210 further states that advanced age, physical infirmity, or experience in fields ancillary to the investment banking or securities business will not individually of themselves constitute sufficient grounds to waive a qualification examination.

B) State Regulatory Agencies While FINRA can grant qualification examination waivers for its requirements, it cannot make decisions in these matters for other regulatory agencies. Most applicants are subject to state licensing and qualification requirements in addition to FINRA requirements. Member firms must pursue waivers from these requirements, including NASAA's Series 63, Series 65 and Series 66 examinations, in each state where the applicant will be licensed.

C) Waiver Request Types Pursuant to the provisions of Rule 1210, FINRA reviews each waiver request on its individual merits, taking into consideration all relevant facts presented by the sponsoring member firm. Over the years, certain patterns have emerged in the kinds of waiver requests submitted, which are summarized in the following. These qualification examination waiver request types are intended to assist member firms in recognizing situations where a basis may exist for requesting a waiver. The request types are not exhaustive, however, and are not intended to prevent members from submitting waiver requests based on reasonable grounds not addressed here. 1) Waiver Requests Based on Registration Filing Errors

This category of waiver request involves individuals who have been functioning in good faith as representatives or principals in member firms but whose

registrations, for reasons related to the filing of the appropriate application forms, are not reflected in the Central Registration Depository (CRD®) system, the securities industry's centralized database of registered personnel. In a typical case, a member firm files an incomplete application that is eventually purged from the CRD system. After two years, the CRD system will reschedule the appropriate qualification examination(s) if the individual re-submits an application for registration. This normally occurs when the individual attempts to transfer the registration to another member firm.

FINRA may waive the examination(s) in these cases, provided the firm(s) involved document the nature of the filing error and confirm that the individual has in good faith engaged in the conduct of the investment banking or securities business during the period when the registration was not reflected in the CRD system.

2) Waiver Requests Based on Experience These waiver requests are based on the applicant's experience in the securities industry and/or in related investment fields such as investment banking, securities trading on behalf of a financial institution, securities research, portfolio management, investment advisory services, or securities activities in a foreign broker/dealer. Certain law, accounting, and consulting practices related to the securities acts and regulations also may provide an appropriate basis for waiving a qualification examination. When reviewing such requests, FINRA will consider such factors as: a) the length and quality of the applicant's securities industry experience or

professional experience in investment related fields; b) the specific registration the applicant requests and the type of business to

be conducted in relation to the applicant's experience; c) the applicant's previous registration history, if any; d) the nature of any regulatory matters as disclosed on the applicant's

application for registration; e) the applicant's age or physical condition if this is part of the basis for the

waiver request, but only in conjunction with experience and other factors above;

f) other examinations taken by the applicant, such as those for Certified Financial Planner or Chartered Financial Analyst, that may be acceptable substitutes in conjunction with experience and other factors above, for the normal securities industry qualification examination.

3) Waiver Requests Based on Educational Achievement

Applicants for registration who are college graduates with baccalaureate or

master's degrees in Business or Finance will be required to pass the appropriate qualification examinations in order to be registered. FINRA will consider waiver requests, however, for persons who terminate their registrations and enroll in a master's or law program with a substantial emphasis on Finance and Investments. The applicant must return to a member firm promptly after completing the course of study and furnish a copy of the course transcript with the waiver request.

4) Waiver Requests Based on Regulatory Experience An applicant for registration whose most recent employment has been with a securities regulatory agency, and who was previously registered with a member firm, may use the waiver process to have the registration reinstated. An applicant with regulatory experience, but no prior securities registration, must have at least five years of regulatory experience for a waiver request to be considered. In either case, FINRA will consider the scope and nature of the regulatory experience in deciding the waiver request.

D) Filing of Waiver Requests

1) Upon Request

Where a request for a waiver is appropriate based on review as set forth herein, upon the request of a prospective RR of PKS for an Exam Waiver, the PKS Compliance Department will review and will file the waiver.

2) Factors Reviewed

Upon request of the prospective rep, the following factors shall be considered:

a) Registration filing errors involved in lapse of license b) Experience of the registered representative c) Educational achievement d) Regulatory experience

3) Final Determination

Upon conclusion of the review, a final determination will be made by the Compliance Department with respect to whether an application for the exam waiver should be made.

4) Recommended Action

Upon a final determination, the Compliance Department shall recommend one or more of the following to Senior Management.

(1) Apply for exam waiver (2) Deny prospective rep registration with PKS.

5) Action Taken

Upon approval by Senior Management, the Compliance Department shall take appropriate action.

E) Disposition of Waiver Requests

A waiver request may be unconditionally granted, conditionally granted or denied. Unconditional waivers represent only a small fraction of the waivers granted. Most waivers of registered representatives' examinations are conditional on the applicant successfully completing a Regulatory Element training session pursuant to FINRA Continuing Education Rule 1240. Principal examinations are rarely waived.

F) Electronic Waiver Request Submission Process

Requests for qualification examination waivers are submitted by the PKS Compliance Department on behalf of the applicant. Requests by individuals will not be considered. The request is submitted via the FINRA Firm Gateway at https://firms.finra.org/examwaivers

For all examination waiver requests the PKS Compliance Department must submit a Form U4 electronically via the CRD system at least one business day prior to submitting such waiver requests. The Form U4 must request an open examination window for each examination waiver request.

1) The waiver process requires the following information:

a. Applicant's CRD Number; b. Qualification examination(s) for which the waiver is being requested; c. Reason for the waiver request; and d. Documentation supporting the waiver request.

2) The waiver process allows firms to attach supporting documentation to such

requests.

3) Requests for additional information by FINRA will continue to be conveyed by FINRA in writing and firm responses must also be submitted to FINRA in writing. FINRA will convey its decision on the request in writing. The applicant must satisfy any conditions attached to a waiver before the applicant's registration will become effective.

G) Appeal Process

A member firm may appeal a waiver decision on behalf of the applicant within 15 calendar days after receipt of the decision letter. Any such appeal should be submitted in the form described in FINRA Rule 9630 to:

Office of General Counsel FINRA 1735 K Street, NW Washington, DC 20006

H) Record Keeping.

The Compliance Department shall maintain the following records showing, which may be maintained electronically.

1) The written explanation for the waiver request from the registered representative.

2) Notification of outcome of waiver request from FINRA. 3) Notification to registered representative of FINRA outcome. 3.6 Compliance Department Procedures For New Associated Persons (Amended 5/2011) A. Compliance Department Procedures Prior to Association (1) Referral Under SPM 3.4(B) (a) Pre-Hire Review The Compliance Department shall conduct a Pre-Hire review of every prospective Registered Representative upon referral under SPM 3.4(B). (b) Prospective Reps Disclosure Spreadsheet The Prospective Reps Spreadsheet is a record of pre-hire reviews that contain disclosures identified by the Compliance Department pursuant to referrals under SPM 3.4(B). (2) Procedure Upon Pre-Hire Review (a) When a pre-hire review is completed, any pending disciplinary action is noted on the Prospective Reps Disclosure Spreadsheet by the Compliance Department. (b) Prior to the registration process, the Compliance Department shall reference the spreadsheet to make sure that any pending disclosure noted has been (i) disclosed on the Form U-4 submitted to PKS and

(ii) updated to reflect the most current status.

(c) Prior to the registration process the Compliance Department shall review the Form U-5 from the prior firm, if available, for any unreported disclosures.

(3) Recommendation The Compliance Department shall make recommendations regarding every prospective Registered Representative as appropriate. Such recommendation may include recommending heightened supervision or non-association with PKS. B. Compliance Department Procedures At time of Association (1) Filing of U4 The Compliance Department shall file the U4 based upon the Rep’s Form U-4 submitted to PKS and any other information contained in the Prospective Reps Disclosure Spreadsheet. (2) “Former Employer Inquiry Letters”. At the time of association, the Compliance Department shall utilize MyBIG for

the Registered Representatives employment background check and credit history. Responses are reviewed by the CCO or his/her designee.

C. Disclosures Received subsequent to Association (1) Immediate Action Based on FINRA Disclosure Review Letters FINRA driven notices of amendments to Forms U5 (Disclosure Review Letters) shall be reviewed on a daily basis, and required U4 filings based on such amendments shall be made by the Compliance Department no later than the close of business following the day the Disclosure Review Letter is received.

(2) Request for Amended Disclosure Reporting Pages and/or Supporting Documents from Registered Representative

Upon receipt of a Disclosure Review Letter requesting additional information and/or documents, the Compliance Department shall immediately forward the request to the Registered Representative.

(3) Receipt of Documents and/or Information from Registered Representative The Compliance Department shall amend the U4 and/or make appropriate filings of documents as necessary upon receipt of requested documents and/or

information from the Registered Representative. Such amendment shall be undertaken not more than 30 days from receipt of such documents and/or information.

D. Disciplinary Measures for Non-Compliance The Compliance Department shall recommend appropriate discipline for any registered representative who fails to make U4 disclosures or delays in providing necessary documents and/or information upon request by the Compliance Department. Such recommendation may include letter of caution, fine, suspension and/or termination of association with PKS. E. Regulatory Element. Subsequent to association of a Registered Representative with PKS, the Compliance Department Principal responsible for Continuing Education shall check the Regulatory Element status for completion of all anniversary CE requirements. If a CE status for an individual is “Inactive”, the individual will be required to sit for the CE test prior to placing any transactions at or through PKS. F. Continuing Review. PKS reserves the right to review backgrounds of associated persons on an ongoing basis in order to insure the best interests of the firm, its employees' collective interest, and the interest of the public at large.

G. Record Keeping The Compliance Department shall maintain records of the Form U4, fingerprints, Prospective Reps Disclosure Spreadsheet, Disclosure Review Letters, FINRA/CRD status reports and all other correspondence and/or records generated pursuant to this Section. Such records may be maintained electronically. 3.7 State Registration (Amended 3/2014) A. Insurance Registration (1) State Insurance License To ensure that proper state insurance licensure is obtained, it is the responsibility of the Registered Representative to advise the PKS Licensing Department of all states in which variable insurance/annuity business is conducted. (2) After association, a Registered Representative is required to update his/her business address with each state insurance department as applicable. B. Prohibition on Conducting Unlicensed Business in States. (1) Brokerage/Commission Business No Registered Representative may conduct securities transactions in a given state before such individual has been approved by FINRA and state registration authorities and listed in the CRD to conduct securities business in that state. (2) Variable Insurance/Annuity Business No Registered Representative may conduct a variable life or variable annuity transactions in a state before such individual has been approved (a) by FINRA and state registration authorities and listed in the CRD to conduct securities business in that state, and. (b) by state insurance licensing authorities to conduct insurance business in

such state. C. State of Nebraska – Additional Requirements. (1) Submission of USCAF Form A Registered Representative that resides in the State of Nebraska must, effective October 1, 2009 sign the USCAF form which confirms that the Registered Representative is : 1) a U.S. Citizen; or 2) a qualified alien under the federal Immigration and Nationality Act. [See Neb. Rev. Stat. §§ 4-108 through 4-114]. Until an online version of the USCAF form is developed, USCAF forms may be submitted via email attachment to [email protected] , or hard-copy via first class mail (below). No facsimiles will be accepted. (2) Compliance Department Submission The USCAF form will be provided to the Registered Representative during the deployment process, completed by the Registered Representative and sent by the Compliance Department to the Nebraska Department of Banking. 3.8 Termination of Registration (Amended 3/2021) A. PKS Sole Discretion PKS may, at its sole discretion, terminate the registration of any person at any time. B. Voluntary Resignation Any Registered Representative of PKS may at any time resign voluntarily as an associated person, subject to the provisions of any agreements between the Representative and PKS. C. Statutory Disqualification FINRA rules provide that no registered Representative shall continue to be associated

with a member Company if he/she fails or ceases to satisfy the qualification requirements under Section 2 of Article II the FINRA By-laws or becomes subject to disqualification under Section 4 of Article II. The SEC, any federal or state regulatory authority and/or FINRA may obtain disqualification (bar) of a registered person for violation of securities laws or rules and for other conduct, including but not limited to making of false statements in applications or reports or conviction of a felony or securities related crime. D. Procedures Upon Termination (1) U5 Filing within 30 days.

Upon termination of registration, but not more than thirty days after termination, the Compliance Department shall file notice thereof with FINRA on Form U5 via the Web CRD. Upon receipt of Form U5 in proper order, FINRA will amend the CRD record of the Representative to reflect the termination. A copy of the terminated individual’s Form U5 will be sent manually or electronically to his/her business email address or via first class mail within 30 days of the effective date of the termination to their residential address.

(2) Notification by the Compliance Department. The Compliance Department shall notify all departments upon the filing of Form U5. (3) Action by Licensing Department.

Upon notification by the Compliance Department that a Form U5 is filed, the Licensing Department shall file termination of insurance appointments and corporate associations.

(4) Privacy Policy Limitations

Pursuant to the PKS privacy policy, the Registered Representative shall, upon termination of association, be given access to the non-public personal information of clients under his/her Rep Code, except in the following circumstances:

(a) Where Pursuant to the PKS privacy policy the client has "opted out" of

such disclosure, or (b) For any state which requires that a client "opt-in" to such disclosure, the written affirmative consent to disclosure of information is not obtained. (c) The Compliance Department shall provide information pursuant to (a) or (b) above, as applicable, within 10 days of termination. (5) Archived Email

Registered Representatives are entitled to have archived emails delivered to them. Requests for archived emails received more than seven days subsequent to termination of registration will be granted only upon payment in advance for costs charged by PKS’ third-party vendor plus PKS’ service costs in retrieving and packaging email data.

(Amended 6/2010) 3.9 Investment Advisory Outside Business Activities PKS is not a registered investment advisor (RIA) under either federal or state statutes. PKS permits its Registered Representatives to associate with independent RIA firms. SECTION 4: STANDARDS OF SUPERVISION 4.1 Supervisory Review System A. Persons Responsible. Christopher Motta and Peter Kvam are the principals responsible for establishing, maintaining and enforcing the firm’s Supervisory Control Procedures. (Amended 9/2021) B. Purpose of SPM The SPM sets forth written procedures by which the Company supervises its activities. In addition, it contains the Supervisory control policies and procedures in place to test and verify that the SPM will, with respect to PKS and its associated persons, (1) achieve

compliance with applicable laws, regulations and FINRA rules and (2) create additional supervisory procedures where the need is identified by such testing and verification. C. Components of Supervisory System The Supervisory System has the following general components:

1. Designation of responsible supervisory personnel 2. Description of review process 3. Documentation of reviews 4. Specified frequency of reviews 5. Monitoring performance of automated compliance systems 6. Monitoring adequacy of outside service bureau compliance 7. Description of steps to remedy deficiencies 8. Procedure updates to reflect rule changes 9. Retaining records of past procedures

D. The PKS Supervisory/Compliance Hierarchy The PKS Supervisory/Compliance hierarchy is as follows:

4.2 Centralized Supervisory System PKS employs a centralized supervisory system. Supervision of Registered Representatives is generally conducted from the Headquarters office. Unless specifically designated as a Regional Supervisor, Persons In Charge do not supervise transactions of Registered Representatives in Branch Offices, although they may have other responsibilities as outlined in this SPM or by contract. See Sections 4.10 et seq, infra. (Added 5/2010) 4.2.1 Documentation and Supervision of Supervisory Personnel (Added 3/2015)

A. Documentation of Supervisory Personnel

J. Peter Purcell, CEO

Christopher Motta. COO, Director of

Supervision

Regional Supervisors

Branch Office Persons In Charge

Registered Representatives

Peter Kvam CCO

Compliance Department

The Director of Supervision shall maintain a supervisory organizational chart, which will document the assignments of each regional supervisor.

B. Supervisory Organizational Chart

(1) Regional Supervisors

The supervisory organization chart shall document the name, CRD number and FINRA licensure for each regional supervisor.

(2) Branch office and registered representatives

The supervisory organization chart shall document the city and state of each branch office location and the names and CRD numbers for each of the registered representatives within those branch offices. Each registered representative that is designated as a person in charge will also be identified.

C. Supervision of Supervisory Personnel

(1) FINRA Rule 3110(b)(6)(C) requires the following.

Procedures prohibiting the associated persons who perform a supervisory function from:

a. Supervising their own activities; and b. Reporting to, or having their compensation or continued employment

determined by, a person or persons they are supervising.

(2) PKS prohibits any Regional Supervisor from supervising his or her own activities. The Director of Supervision shall supervise the activities of all Regional Supervisors. (3) Regional Supervisors will not report to or have their compensation or continued employment with PKS determined by person they are supervising. All regional supervisors will report to the Director of Supervision.

D. Recordkeeping

The Director of Supervision shall maintain records pursuant to this section electronically for a period of not less than three years.

4.3 Supervisory Responsibilities of Regional Supervisors (Amended 1/2019)

A. Qualifications of Regional Supervisors. Regional Supervisors shall meet the following criteria: (1) Be licensed with a Series 7 and Series 24; (2) Have sufficient time to perform their supervisory duties; (3) Be determined by PKS Senior Management to have sufficient knowledge and industry experience, such as to have a full understanding of the business they are overseeing and the liabilities they are assuming by doing so. (Amended 5/9/2008). B. Duties of Regional Supervisors

The duties of a Regional Supervisor include, but are not necessarily limited to, the following:

(1) Periodic calls to Persons In Charge/Contact personnel. (a) Quarterly Call to Person In Charge

Every Regional Supervisor shall conduct a supervisory call each quarter with the Person In Charge of each assigned Branch office. In the event that the Person In Charge may be unavailable for any reason, the Regional Supervisor may conduct the call with a registered representative in the Branch Office designated by the Person In Charge.

(b) Content of Quarterly Call The content of each call shall include those items specified in a written

template provided by the Director of Supervision (call sheet). The content may also include discussion as to changes in procedures, or any unresolved items specific to the Branch Office.

The Regional Supervisor shall document each quarterly contact separately by Branch.

(d) Review by Director of Supervision The Director of Supervision shall have the following responsibilities with respect to the quarterly calls: (1) Review for Completeness

The Director of Supervision shall conduct a review of each call sheet received to ensure that all fields on the call sheet have been completed. (2) Review for Timeliness

(i) The Director of Supervision or his designee shall create an entry quarterly for each call sheet submitted made by each Regional Supervisor on a tracking spreadsheet created for that purpose.

(e) Compliance Department Review

(1) No later than ten (10) business days following the end of the quarter, the Compliance Department shall conduct a review of the tracking spreadsheet to ensure that all Regional Supervisors have completed the required calls for each assigned Branch Office and submitted call sheets.

(2) In the event that a quarterly call sheet is not received for any

Branch Office, the Compliance Department shall make a request for the report from the Regional Supervisor via electronic mail and send a copy of such request to the Director of Supervision.

(3) In the event the delinquent call sheet is not received within two (2)

business days following a Compliance Department request, the Compliance Department shall notify the Director of Supervision

and diary pending notification by Director of Supervision of corrective action taken.

(f) Corrective Action by Director of Supervision

Upon receiving information that a call sheet is delinquent, either upon direct review or upon notification by the Compliance Department, the Director of Supervision shall investigate the cause of the delinquent call sheet and take appropriate action. The Director of Supervision shall copy

the Compliance Department on all communications with respect to such corrective action.

4.4 Trade Desk Supervision

The Chief Operating Officer is responsible for performing the following supervisory functions with regard to the trading desk:

• Administering Company supervisory procedures applicable to the trade desk; • Reviewing and approving all Company trades; • Administering the Company's order processing system; • Trade executions; • Clearance and settlement systems; • Confirmations; • Trade Desk accounting and record keeping; and/or • Administering systems for compliance review of Trade Desk Personnel.

4.5 Reserved 4.6 Heightened Supervision (Amended 03/2021) A. General In connection with association with PKS or thereafter, there may come to the Company’s attention circumstances that would warrant Heightened Supervision for a Registered Representative. These circumstances are such as to indicate that, while the person can function well within the regulatory regime, certain aspects of the person’s history point to a need for more than the usual level of attention by supervisory personnel. B. Factors Giving Rise to Need for Heightened Supervision Indicators of such a need would include (but are not limited to): 1. A history of customer complaints, disciplinary history or arbitration; 2. A prior termination for a significant sales practice or regulatory violation; 3. A frequent change of broker-dealers within the industry; 4. Excessive trade corrections, extensions and liquidations; 5. Personal or financial stress; 6. Requests for special oversight made as a condition of a state registration; 7. Referral from the PKS Institutional Sales Department pursuant to SPM 3.3;

8. The Registered person is subject to an industry or regulatory-related event that qualifies as a statutory disqualification.

9. The Registered person has a disciplinary case currently on appeal. C. Elements of Heightened Supervision Supervisory and compliance personnel at PKS, once having identified the need, will develop Heightened Supervision for this person designed to diminish the concerns

raised by the “red flags.” The terms of this Heightened Supervision will be documented in the personnel records of the registered representative and may include one or more of the following:

• Restrictions on the kinds of activities engaged in; • Monitoring customer account activity and correspondence; • Special training (re-take of series exams, etc.); • Assignment to a supervisor responsible for administering the Heightened

Supervision; • Increased level of visits, inspections, reviews of records and transactions; • Recording of Telephone Conversations with clients; • Submission of original paperwork as a condition precedent to transaction

approval; • Requests for Written Documentation • Surprise audits; • Increased frequency of audits; • Prior approval of client investment objectives and suitability; • Full cooperation of the registered representative with the heightened

supervision requirements; and

D. Determination of Need For Heightened Supervision (1) Responsibility. The Director of Supervision is the individual responsible for determining whether heightened supervision is necessary. (2) Procedure Upon notification that heightened supervision may be necessary for a registered representative, pursuant to these provisions, the Director of Supervision shall: (a) Assess relevant factors to determine whether heightened supervision is necessary pursuant to this SPM and/or FINRA rules; (b) Develop a plan for heightened supervision, which may incorporate one or more of the elements listed in subsection C above. (c) Memorialize the plan in a writing, which may be either electronic or in paper format, and which may be in the form of an email communication. (d) Assign a Regional Supervisor to: (i) Administer the Heightened Supervision;

(ii) Keep records of the heightened supervision as performed, (iii) Advise the Director of Supervision as to the performance of the heightened supervision and any issues which arise. Such communication may be in the form of an email communication (e) Assess the need for continuation or change in heightened supervision, in conjunction with communication with the Regional Supervisor. (f) Maintain Record-keeping regarding heightened supervision, which may include use of the PKS Email archiving system. D. Customer Complaints All customer complaints pertaining to the registered representative on Heightened Supervision will be immediately referred to the Compliance Department and Regional Supervisor for review. E. Discipline Failure to comply with any requirement of heightened supervision shall result in disciplinary action, including but not limited to monetary fine, suspension or termination of association with PKS.

4.7 Reserved 4.8 Branch Offices (Amended 2/2019) A. Definition of Branch Office .

(a) A "branch office" is any location where one or more associated persons of a member regularly conducts the business of effecting any transactions in, or inducing or attempting to induce the purchase or sale of, any security, or is held out as such, excluding:

(i) Any location that is established solely for customer service or back office type functions where no sales activities are conducted and that is not held out to the public as a branch office;

(ii) Any location that is the associated person's primary residence; provided that

a. Only one associated person, or multiple associated persons who reside at that location and are members of the same immediate family, conduct business at the location;

b. The location is not held out to the public as an office and the associated person does not meet with customers at the location;

c. Neither customer funds nor securities are handled at that location;

d. The associated person is assigned to a designated branch office, and such designated branch office is reflected on all business cards, stationery, retail communications and other communications to the public by such associated person;

e. The associated person's correspondence and communications with the public are subject to the firm's supervision in accordance with FINRA Rule 3110;

f. Electronic communications (e.g., e-mail) are made through the member's electronic system;

g. All orders are entered through the designated branch office or an electronic system established by the member that is reviewable at the branch office;

h. Written supervisory procedures pertaining to supervision of sales activities conducted at the residence are maintained by the member; and

i. A list of the residence locations is maintained by the member;

(iii) Any location, other than a primary residence, that is used for securities business for less than 30 business days in any one calendar year, provided the member complies with the provisions of subparagraphs Section 4.8 (A)(a)(ii) a. through h. above;

(iv) Any office of convenience, where associated persons occasionally

and exclusively by appointment meet with customers, which is not held out to the public as an office;

(v) Any location that is used primarily to engage in non-securities

activities and from which the associated person(s) effects no more than 25 securities transactions in any one calendar year; provided that any retail communication identifying such location also sets forth the address and telephone number of the location from which the associated person(s) conducting business at the non-branch locations are directly supervised;

(vi) The Floor of a registered national securities exchange where a

member conducts a direct access business with public customers; or

(vii) A temporary location established in response to the

implementation of a business continuity plan.

(b) Notwithstanding the exclusions in subparagraph (A)(a)(ii), any location that is responsible for supervising the activities of persons associated with the member at one or more non-branch locations of the member is considered to be a branch office.

(c) The term "business day" as used in subparagraph (A)(a) of this section shall not include any partial business day provided that the associated person spends at least four hours on such business day at his or her designated branch office during the hours that such office is normally open for business.

B. Headquarters Branch Office. The headquarters office is an Office of Supervisory Jurisdiction (OSJ) . See Section 4.9. C. Moving Branch Office Locations

(1) Moving to a new branch office requires prior notice to the Compliance Department for approval.

(2) Once approved, the following items must be provided for review:

(a) The date of move (b) New address (c) New phone and fax # (if applicable) (d) Updated business cards, letterhead, email signatures, and website (if applicable)

(3) After all required items are received, Compliance will amend the branch address on

Form BR and update the Form U4’s of the reps in the office to reflect the new location through FINRA’s WebCRD.

D. Opening an Additional Branch Office Location

(1) Registered Representatives are required to send a request for approval in writing to the Compliance Department if they wish to open an additional branch office in which broker-dealer business will be conducted.

(2) Once approved, the following items must be provided for review: (a) The date of office opening (b) New address (c) New phone and fax # (if applicable) (d) Updated business cards, letterhead, email signatures, and website (if

applicable)

(3) After all required items are received, Compliance will register the new office on Form BR and update the Form U4’s of the reps that will be located in the new office through FINRA’s WebCRD.

4.9 Offices of Supervisory Jurisdiction (Amended 09/2021) A. Definition

Any Branch Office of Purshe Kaplan Sterling at which one or more of the following functions take place may be designated as an office of supervisory jurisdiction (OSJ):

(1) Order execution and/or market making; (2) Structuring of public offerings or private placements; (3) Maintaining of customers’ funds or securities; (4) Final acceptance (approval) of new accounts on behalf of PKS; (5) Review and endorsement of customer orders, within certain restrictions; (6) Final approval of advertising or sales literature for use by persons associated with PKS within certain restrictions; and (7) Responsibility for approving the activities associated with PKS at one or more other Branch Offices of the Firm. B. Headquarters Office as "Super OSJ" The PKS Headquarters Office functions as a "Super OSJ", from which supervisory

functions over most or all of PKS Branch Offices and Registered Representatives are performed. C. Other Branch Offices Designated as OSJ (1) At this time, the PKS Branch Office in Tarrytown, New York and Middletown New York have been designated as an OSJ. (2) In addition to the Headquarters Office "Super OSJ," Tarrytown Branch Office OSJ, and Middletown Branch Office OSJ, the Firm may determine that one or more other Branch Offices shall be designated as an OSJ, based on the following criteria: (a) Whether the branch conducts the business referred to above; (b) Whether the branch is located in a state that requires supervision by a Principal; (c) Whether the business of the branch is such as to require independent supervision; D. On Site Regional Supervisor

Every OSJ Branch Office shall be assigned an on-site Regional Supervisor who will perform the supervisory and review functions described below for the branch, under the direction of the, Director of Supervision.

4.10 Branch Office Supervision (Amended 1/2017) A. Scope. This section shall apply all Branch Offices including the Headquarters Branch Office. B. Designated Regional Supervisor

There shall be a designated Regional Supervisor for each Branch Office with responsibility for review and approval of registered representative customer transactions and new account applications. With respect to these responsibilities, Regional Supervisor

review shall include assessment of the following: (1) Items Reviewed (a) Transactions (i) Suitability. See Section 7 infra and specific products. (ii) Complete and properly executed paperwork. (b) New Account Applications - Complete and properly executed paperwork.

(i) See Section 15 for product specific requirements. (ii) See Section 4.12 infra for Bank Networking requirements.

(2) Special Situations: (a) Trust Accounts (i) Definition: For the purpose of this subsection, Trust Account shall mean any account opened by, for or on behalf of a Trust.

ii) Exceptions: The provisions of this Section 4.10[B](2)(a) shall not apply to the following Trust accounts. (1) A self-directed 401k (2) A Keogh Plan

(3) A Simple IRAs (4) A Simple 401k (5) UGMA and UTMA accounts (6) Any Trust account where the settlor (grantor) of the trust is also the trustee. (iii) Trust Investment Policy Document Review

The Regional Supervisor shall review the Trust document as part of the new account documentation review to identify any restrictive language regarding investment policy, in order to ensure that the investment objectives and risk tolerance, if any, set forth in the Trust document are consistent with the proposed transaction and the Account Application.

(iv) Definition of Trust Document For the purposes of this section, the Trust document is defined as: (A) The full Trust document, with all amendments, or (B) The operative investment policy provisions of the Trust, if provided directly by the attorney for the Trust. (3) Method of Review (a) Trades through FCCS. (i) Review and Approval. Regional Supervisor reviews and approves trades electronically through Activity Blotter on a daily basis.

(ii) Record Keeping. Regional Supervisor approvals are automatically maintained in Activity Blotter in electronic format. (b) Other Trades. (i) Review and Approval.

Regional Supervisor reviews and approves Direct Tickets on a daily basis. See Section 15 for product specific requirements.

(ii) Record Keeping. Regional Supervisor returns approved Direct Ticket to the Operations Department upon approval. The Operations Department notes approval of Direct Ticket on the Direct Blotter and returns copy via email to Branch Office. (4) Verification of Review (a) Director of Supervision Responsibility. The Director of Supervision is responsible for verification that Regional Supervisors are approving transactions pursuant to the SPM. (b) Time Frame for Verification. The Director of Supervision shall verify review of trade approvals by Regional Supervisors on a monthly basis. (c) Method of Review. (i) FCCS Trades.

The Director of Supervision reviews Activity Blotter for approvals. (ii) Other Trades. The Director of Supervision reviews Direct Blotter for approvals. (d) Record Keeping The Director of Supervision shall maintain a record of verification reviews conducted pursuant to this section. C. Person In Charge. The Firm shall designate a Person In Charge for each Branch Office, who shall be responsible for certain supervisory functions that do not rise to the level of OSJ responsibility and for which principal review and approval is not required. Those functions include the following.

(1) Record keeping in Client Files for correspondence and account information as required by this SPM, including

(a) Account Applications (b) Approved Tickets for Direct Business, upon receipt of same by

email from the Operations Department (c) Account Statements

• FCCS Accounts, electronically via Wealthscape

• Direct Business – in electronic or paper format as provided by the third party vendor, filed by date of issue or in the Client file.

(d) Correspondence. Both Ingoing and Outgoing Correspondence shall be maintained in

• Client File

• For Outgoing Correspondence Only, a separate Correspondence file filed by date.

• For Outgoing Correspondence only, Compliance department approval.

(2) Maintaining a log of all checks and securities received by the Branch

Office. (3) Transmitting by overnight courier checks and securities received by the

Branch Office (4) Immediate notification to the Compliance Department of customer

complaints and litigation (5) Immediate notification to the Compliance Department of any issue affecting branch personnel that would require regulatory filing, including complaints, lawsuits, address changes of registered personnel, and outside business activities.

(6) Prior notification to the Compliance Department of any issue or changes affecting that Branch Office that would require Form BR regulatory filings, including changes in:

• Address/contact information

• Business name

• Website address

• Types of activities being conducted at that location

• Space sharing arrangements

• Joint marketing activities with any other investment-related entity

• Location of books and records

• Personnel (7) General distribution to Branch personnel of communications from the

firm. (8) Opening correspondence and mail.

(9) Participate in quarterly calls with assigned Regional Supervisor. D Person In Charge Unavailability

In the event that the Person In Charge is temporarily unavailable to perform any of the functions required to be performed by the Person In Charge, the Person In Charge or his/her designee shall immediately contact the Regional Supervisor for instruction.

E. Chain of Command. (1) With the exception for those supervisory issues in which a Regional Supervisor must interact directly with a Registered Representative, the Chain of Command for Branch Supervision is as follows:

(a) Each Registered Representative (and non-registered associated person) reports to (b) The Person In Charge, who reports to (c) The Regional Supervisor, who reports to (d) The Director of Supervision. (2) Escalation of Issues In any case where issues arise with respect to performance of responsibilities pursuant to this section, the issue shall be escalated to the next individual in the chain of command for evaluation and resolution. 4.11 Bank Networking Arrangements (Amended 10/2012) A. FINRA Rule 3160. (1) General FINRA Rule 3160 sets forth the requirements for networking arrangements with banks, and is applicable to the conduct of broker-dealer services on or off the premises of a Bank. (2) Definition of Bank "Bank" means federal and state-chartered banks, savings and loan associations, savings banks, credit unions, and the service corporations of such institutions required by law. (3) Definition of Networking Arrangement "Networking arrangement" is a contractual or other written agreement between a member and a Bank under which the member offers broker-dealer services on or off the premises of the Bank. (4) Definition of Broker-Dealer Services "Broker-dealer services" are investment banking or securities business as defined in Article I of the FINRA By-Laws, and generally includes brokerage services products offered through PKS.

http://finra.complinet.com/en/display/display.html?rbid=2403&element_id=4599

B. Physical setting requirements. In conducting broker-dealer business on bank premises, the following requirements shall be followed. (1) PKS Identification. The physical location and all signage and documentation used in conjunction with PKS broker-dealer services shall: (a) clearly identify PKS as the entity providing broker-dealer services and (b) distinguish PKS broker-dealer services from the services of the financial institution; (2) Signage. PKS shall only conduct broker-dealer services in an area that displays clearly PKS' name; and (3) Physically separate Location. To the extent practicable, PKS shall maintain its broker-dealer services in a location physically separate from the routine retail deposit-taking activities of the Bank. C. Networking Agreements (1) General Networking arrangements between a PKS and a Bank shall be governed by a written agreement that sets forth the responsibilities of the parties and the compensation arrangements and include all broker-dealer obligations, as applicable, set forth in Rule 701 of SEC Regulation R. Independent of its contractual obligations, PKS shall comply with all broker-dealer obligations, as applicable, under Rule 701 of SEC Regulation R. (a) Rule 700 of SEC Regulation R The networking exception in Section 3(a)(4)(B)(i) of the Exchange Act permits bank employees that are not registered representatives of a broker- dealer to refer customers to a broker-dealer subject to several conditions. One of these conditions generally prohibits a bank employee that refers a customer to a securities broker-dealer from receiving "incentive compensation" for a securities brokerage transaction other than a "nominal" one-time cash fee for making the referral that is not contingent on whether the referral results in a securities transaction. Rule 700 defines key terms used in the networking exception, including the terms "incentive compensation" and "nominal onetime cash fee of a fixed dollar amount." Rule 700 includes four different alternatives for satisfying the requirement

that a referral fee be "nominal." These alternatives include a flat $25 standard (to be adjusted for inflation) and other standards based on the employee's actual base hourly or annual compensation or the base hourly or annual compensation associated with the employee's job family. The definition of "incentive compensation" in Rule 700 includes exclusions from that definition for certain types of bank bonus plans. (b) Rule 701 of SEC Regulation R Rule 701 permits a bank, subject to a variety of conditions, to pay an unregistered employee a higher-than-nominal, contingent fee for the referral of an "institutional customer" or a "high net worth customer" to a broker dealer. Rule 701 defines certain terms, including "institutional customer" and "high net worth customer," and sets forth the conditions that apply to a bank making referrals under this section. (2) PKS Access for Supervisory and Regulatory Persons The written agreement must stipulate that PKS supervisory personnel and representatives of the SEC and FINRA will be permitted access to the financial institution's premises in order to inspect the books and records and other relevant information maintained by PKS with respect to its broker-dealer services. D. Customer Disclosure (1) At Account Opening At or prior to the time any customer account is opened by PKS on the premises of the institution, the Company and/or the Registered Representative involved shall (a) disclose ORALLY AND IN WRITING to the customer and (b) obtain written acknowledgment from the customer that any securities products purchased or sold: (a) Are not insured by the Federal Deposit Insurance Corporation (FDIC), (b) Are not deposits or other financial obligations of the Bank, (c) Are not guaranteed by the Bank, and (d) Are subject to investment risks, including possible loss of principal.

The Bank Customer Disclosure Receipt shall be used as proof that the above disclosures were made and shall be submitted with all new account applications referred pursuant to a bank network arrangement. The Bank Customer Disclosure Receipt is located in the forms library on the PKS website.

(2) Confirmations and Statements All PKS confirmations and account statements shall indicate clearly that the broker-dealer services are being provided by PKS. (3) Advertisements and sales literature (a) Included Materials. Advertisements and sales literature as otherwise defined in this SPM, including material published, or designed for use, in radio or television broadcasts, Automated Teller Machine ("ATM") screens, billboards, signs, posters and brochures, that (i) announce the location of a Bank where PKS broker-dealer services are provided, or (ii) promote the name or services of the Bank, or (iii) are distributed by the PKS on the premises of a Bank or at such other location where the Bank is present or represented. (b) Excluded Materials. Provided the exclusion of required disclosure pursuant to (c) below is not misleading, the following communications are excluded from the disclosure requirement. (i) radio broadcasts of 30 seconds or less; (ii) electronic signs, including billboard-type signs that are electronic, time and temperature signs and ticker tape signs, but excluding messages contained in such media as television, online services or ATMs; and (iii) signs, such as banners and posters, when used only as location indicators. (c) Required Disclosure. The following legend may be used to provide these disclosures in advertisements and sales literature, provided that such disclosures are displayed in a conspicuous manner: • Not FDIC Insured

• No Bank Guarantee • May Lose Value (d) All materials must be approved by the PKS Compliance Department prior to use pursuant to this SPM. E. Notifications of Terminations The Compliance Department shall promptly notify the Bank if any associated person of PKS who is also employed by the Bank is terminated for cause by PKS. F. Record Keeping The Compliance Department shall maintain records of all documents generated or approved pursuant to this Section. Section 4.12 Insurance Agency Network Agreement With PKS Financial Services, Inc, for Variable Product (Added 9/2021) A. SEC No Action Letter of April 23, 2013 for Insurance Networking Arrangement.

(1) The SEC has granted no-action relief for Networking Arrangements between broker-dealers and insurance agencies for the sale of variable products.

(2) PKS has entered into an networking agreement with PKS Financial Services, Inc,

(PKSF), an affiliated company, for the transaction of variable insurance and annuity product, through PKSF, and permitting PKS registered representatives who are also agents of PKSF (“Dual Representatives”) to conduct transactions in variable product through PKSF in accordance with the networking agreement and the SEC No-Action Letter.

B. PKS Responsibilities Under the Networking Agreement

(1) PKS shall supervise the activities of Dual Representatives who write variable product through PKSF, in accordance with PKS procedures governing transactions in variable annuities or variable life product, as applicable.

(2) PKS shall permit variable business only through companies on its approved

product list and shall maintain all prospectuses and offering documents in accordance with its record keeping procedures.

(3) PKS supervisors shall review each application for variable business through PKSF for suitability in accordance with PKS requirements.

(4) PKS shall process all customer payment for variable product through PKSF in

accordance with its procedures.

(5) Pursuant to the networking agreement, all commissions for variable product shall be paid directly by PKS to Dual Representatives for variable product written through PKSF.

(6) PKS shall maintain books and records relevant to transactions by Dual

Representatives in accordance with its procedures governing variable annuities or variable life product, as applicable.

Section 4.13 Conduct Manual For Variable Insurance Through PKS Financial

Services (Added 9/2021)

PKS Registered Representatives may write variable insurance product through PKS Financial Services, Inc., a New York State registered insurance agency, pursuant to an Insurance Networking Agreement between Purshe Kaplan Sterling Investments (“PKSI”) and PKS Financial Services, Inc. (“PKSF”) The following is the Conduct Manual governing the activities of PKS Registered Representatives who are also Insurance Agents of PKS Financial Services (“Dual Representatives”), in the sale of variable insurance product through PKS Financial Services. This Conduct Manual has been supplied to PKSF and shall be supplied to each PKS registered representative appointed as a Dual Representative under the networking agreement.

A Dual Representatives shall be a registered representative of PKSI and an agent of the PKSF. A Dual Representative shall not knowingly permit unregistered employees of PKSF and/or PKSI to engage in any securities brokerage or advisory services activities (including but not limited to the sale of variable products), recommending any security, giving investment advice with respect to securities, discussing the merits of any security or type of security, and handling any question that might require familiarity with the security industry. A Dual Representative shall not knowingly permit any unregistered employee of PKSF and/or PKSI to receive any compensation from the sale of securities or the provision of investment advice, and will instruct such unregistered employee where possible to refer all questions pertaining to securities to the Dual Representatives

A Dual Representative shall not knowingly permit an unregistered employee of PKSF and/or PKSI to maintain and/o handle customer funds in connection with securities transactions, or having any involvement in any securities transactions other than providing ministerial or clerical assistance. A Dual Representative will not solicit applications for variable contracts without delivering, when required, the appropriate prospectus and/or trust prospectus. In soliciting applications, a Dual Representative shall only make statements, oral or written, which are in accordance with the prospectus, the trust prospectus and written sales literature regarding the variable contracts authorized by PKSI and/or PKSF and that have been approved for customer distribution. A Dual Representative will utilize only those applications provided by the PKSF or PKSI on its behalf. A Dual Representative shall recommend the purchase of a variable contract to an applicant only if he or she has reasonable grounds to believe that such purchase is suitable for the customer in accordance with, among other things, applicable state insurance regulations, the rules of the SEC and FINRA Rules. While not limited to the following factors, suitability will be based on information supplied to a Dual Representative after a reasonable inquiry concerning the applicant's insurance and objectives and his/her/its financial situation and needs. A Dual Representative shall have no authority to alter, modify, waive or change any of the terms, rates, charges or conditions of any variable contract. A Dual Representative shall make no representations concerning the continuation of non- guaranteed terms or provisions of any variable contract, A Dual Representative shall adhere to the terms contained in this conduct manual and the written policies and procedures of PKSI. A Dual Representative shall not use any sales promotion materials or advertising relating to a variable contract unless such materials have been approved in writing prior to use by PKSI or a PKSI registered principal. A Dual Representatives shall deliver a then-current prospectus prior to the solicitation or sale of any variable contract. Dual Representative will make no representations in connection with the sale of the variable contracts, other than those contained in the currently effective registration statements and prospectuses for the variable contracts filed with the SEC , or in the approved sales promotion materials.

A Dual Representative who receives or handle s customer funds in connection with the sale of a variable contract shall transmit such funds to PKSI in accordance with PKSI procedures governing variable product and shall not delegate such function to any non-registered person. A Dual Representative shall not cash premium checks or use any portion thereof for payment of commissions or other compensation, or for any other purpose. A Dual Representative shall not rebate or offer to rebate all or any part of a premium on any variable contract or any other insurance product in violation of applicable state insurance laws or withhold any premium on any of the variable contracts or any other insurance products SECTION 5: COMPLIANCE DEPARTMENT 5.0 Chief Compliance Officer (Amended 6/2010) The Chief Compliance Officer is responsible for the following:

• Ensuring that all registered personnel have access to a current online copy of this SPM;

• Periodic review and amendment of this SPM if and when applicable.

• Communication of SPM amendments to all registered representatives via email;

• Annual Compliance Meeting

• Preparation, Execution and Filing of the Annual Certification pursuant to FINRA Rule 3130

• Registration of all Branch Offices with FINRA;

• Proper licensing of all sales personnel in the jurisdictions where required;

• Periodic review of the adequacy and completeness of the supervisory procedures;

• Periodic review of compliance of registered personnel with the supervisory procedures;

• Periodic review of the adequacy and timeliness of the Company’s required SEC, FINRA or state Blue Sky filings.

• Report to the regulatory authorities all changes in Form U-4 and other filings required to be reported;

• Obtain at least once a year from each Representative a signed Compliance Questionnaire containing answers to a comprehensive series of compliance questions about the activities of the Representative.

• Ensure compliance with the required continuing education program, consisting of the Firm Element and the Regulatory Element ;

• Review and approval of outgoing correspondence;

• Review and approval of advertising communications;

• Conduct audits/inspections of OSJ Offices and Branch Offices;

• Surveillance on transactions;

• Review and interpretation of exception reports;

• Tracking and review of Mutual Fund Switch/Sales Letters;

• Fingerprinting Personnel where required;

• Record-keeping in connection with Compliance responsibilities and as required in this SPM

5.1 Audit/Inspections of Offices – Time Requirements (Amended 9/2019) A. Headquarters Office and Offices of Supervisory Jurisdiction (1) The Headquarters Branch Office is an Office of Supervisory Jurisdiction (OSJ), and is audited at least annually by the Compliance Department (2) Other OSJ Branch Offices. Every OSJ Branch Office shall be audited annually by the Compliance Department. B. Branch Offices Located in the Commonwealth of Virginia

Every Branch Office located in the Commonwealth of Virginia shall be audited annually by the Compliance Department. [Rule 21 VAC 5-20-260 E 2].

C. Branch Offices Located in the State of Maine

Every Branch Office located in the State of Maine shall be audited annually by the Compliance Department. [ME-Rule 504 Section 7(4)].

D. Other Branch Offices (1) Other Branch Offices.

Every other branch office shall, in accordance with applicable FINRA guidelines, be audited at a minimum interval of once every three years.

(2) Branch Offices Under Heightened Supervision

Where necessary pursuant to the terms of a heightened supervision plan, a Branch Office may be audited at a frequency greater than once every three years.

(3) Branch Offices with NFA Licensed Registered Representatives.

Branch Offices that have associated Registered Representatives licensed by the National Futures Association (NFA) shall be audited annually.

(7) Non Registered Branch Locations.

Non Registered Branch locations shall be audited periodically as per FINRA Rule 3110(c)(1)(C).

. 5.2 Reserved 5.3 Branch Office and OSJ Audit Procedures (Amended 8/2013) A. General

(1) Applicability.

Branch Offices subject to these Branch Office Audit Procedures are all Branch Offices.

(2) Notification

Branch Office audits may be announced or unannounced at the discretion of the Chief Compliance Officer.

(3) Record Keeping

Documentation of Branch Office audits is to be maintained by the Compliance Department for a period of six years from completion of the audit.

(4) Audit Letter

On completion of the branch audit, the Compliance Department shall deliver to the Person In Charge an audit letter outlining the auditor’s findings.

(5) Response to Audit Letter

The Person In Charge shall respond in writing, within 30 days of the date of the audit letter stating the corrective action(s) taken to address any deficiencies noted.

B. Contents of Branch Office Audit

(Amended 6/2010)

All Branch Offices shall be audited for general compliance in areas of bookkeeping, order processing, due diligence, and fair business practices, and compliance with FINRA rules. The following is a listing and description of expected reviews for compliance within each of the aforementioned categories.

(1) Transaction Files.

Review of all necessary entries as to purchases and sales of securities, customer correspondence, account statements (for the required FINRA timeframe), and transaction confirmations, to determine whether these records are kept in good order and are able to be produced upon request.

(a) FCCS Transactions. FCCS Transactions will be reviewed through Activity Blotter. (b) Non-FCCS Transactions

Non-FCCS Transactions are reviewed through examination of copies of Approved Tickets, required to be maintained in the Branch Office, filed by trade date.

(2) Client Files

Review of files required to be kept at each Branch Office for each client of each Registered Representative at that office. The review will examine whether files contain customer correspondence, account applications, and supporting documentation as noted in the audit checklist.

(3) Account Statements (a) For FCCS Accounts.

Review of account statements from FCCS, on paper, CD-ROM, or accessed via Wealthscape.

(b) For non-FCCS Accounts

Review of statements for non-FCCS accounts maintained in each branch office in the form of paper statements, CD-ROM, or file downloads from a third-party, such as DST Vision

(4) Correspondence This subsection applies both to non-Electronic (Paper or Fax) and Electronic correspondence. (a) Non-Electronic Correspondence.

(i) Client File. Review to check that copies of incoming and outgoing

correspondence are maintained in client files.

(ii) Correspondence File. Review to check that a separate Correspondence file, sorted by date, is kept for all outgoing written correspondence, together with required Compliance Department approvals.

(b) Electronic Correspondence. (i) Email. Review email through Global Relay or other PKS email archiving technology. This review may be performed prior to or subsequent to the on-site audit. (ii) Devices. Review general correspondence through spot check of other devices capable of sending and receiving messages.

(5) Due Diligence Files (a) General

Review of Due diligence files for each solicited Client position which are current at the point of sale for each position. Due diligence files may be maintained in electronic format. Minimum standards are set forth below.

(b) Equity Positions

Due diligence files include the company’s annual report, the most recent 10Q report, and may also include articles from various periodicals on the corporation.

Due diligence for mutual funds may consist of a prospectus, a Morningstar or S&P report, and any information from the fund family concerning the issue, including copies of current sales literature and rankings from various mutual fund rating agencies.

(6) Proper Signage Required

(a) PKS Sign

Each PKS Branch Office must display a PKS sign.

(b) Securities Investor Protection Corporation (SIPC) Sign

Each PKS Branch Office must display a SIPC sign. C. Pre-Audit Information Gathering. (1) Registered Individual Personal Activity Questionnaire.

Prior to conducting an on-site audit, the Compliance Department shall deliver the FINRA Registered Individual Personal Activity Questionnaire to the Person In Charge for distribution to all Registered Representatives in the Branch Office.

(2) Time Frame for Completion.

(a) Announced Audit. The Compliance Department shall deliver the FINRA Registered Individual Personal Activity Questionnaire to the Person In Charge ten (10) business days prior to the audit.

(b) Unannounced Audit. For an unannounced audit, The Compliance

Department shall deliver the FINRA Registered Individual Personal Activity Questionnaire to the Person In Charge at the beginning of the audit. D. Audit Checklist

The Compliance Department maintains an “Audit Checklist” which is available on the PKS Website on the Broker’s Resource Homepage under Compliance Forms. The checklist is discussed in detail with each new PKS Person In Charge upon affiliation with PKS during the Compliance Training Call. A copy of the checklist is located in Appendix C titled “Form C1” (Checklist amended 3/2013).

E. Conclusion of Physical Audit

(1) Q and A Session Upon conclusion of the review of the branch files, the Compliance Officer shall conduct a “Q&A” session with the Person In Charge which includes, but is not limited to:

• The everyday workings of the office;

• Branch goals;

• Any anticipated business changes;

• Any outstanding disciplinary issues;

• Roles of non-licensed personnel;

• Marketing plans/Advertising/Seminars;

• Computer system back-up;

• Branch procedures for handling customer complaints;

(2) Other Matters

The Compliance auditor will discuss any deficiencies that will be noted in the audit follow-up letter as well as any best practice suggestions. (Amended 2/2010)

5.3.1 Satellite Branch Offices and Non Registered Branch Offices

(Added 12/2010)

A. Satellite Branch Offices

(1) General In general, a PKS satellite office is defined as a Registered Branch office that is not the primary location of any Producing PKS Registered Representative but does not meet the Branch Office Exclusions set forth in FINRA Rule 3110(f)(2)(A).

(2) Auditing a Satellite Office

As a Registered FINRA branch office, a Satellite office shall, in accordance with applicable FINRA guidelines, be audited by the Compliance Department at a minimum interval of once every three years. The PKS Compliance Department will use the PKS Satellite Office Worksheet when auditing a Satellite Office. Audit findings and Audit Letters will be handled as they are for a PKS Branch Office Audit. See Section 5.3 (A)

B. Non Registered Branch Offices

(1) General Definition A Non Registered Branch Office is an office that falls under the branch office exclusion provisions of FINRA Rule 3110(f)(2)(A)(i-vii) These exclusions are:

(a) Any location that is established solely for customer service and/or back office type functions where no sales activities are conducted and that is not held out to the public as a branch office; or

(b) Any location that is the associated person’s primary residence; provided that

1. Only one associated person, or multiple associated persons who reside at that location and are members of the same immediate family, conduct business at the location; and

2. The location is not held out to the public as an office and the associated person does not meet with customers at the location; and

3. Neither customer funds nor securities are handled at that location; and

4. The associated person is assigned to a designated branch office, and such designated branch office is reflected on all business cards, stationary, advertisements and other communications to the public by such associated person; and

5. The associated person’s correspondence and communications with the public are subject to the firm’s supervision in accordance with Rule 3110; and

6. Electronic communications (e.g., e-mail) are made through the member’s electronic system; and

7. Written supervisory procedures pertaining to supervision of sales activities conducted at the residence are maintained by the member; and

8. A list of the residence locations is maintained by the member; (c) Any location, other than a primary residence, that is used for

securities business for less than 30 business days in any one calendar year, provided the member complies with the provisions of (b) (1-7) above; or

(d) Any office of convenience, where associated persons occasionally and exclusively by appointment meet with customers, which is not held out to the public as an office; or

(e) Any location that is used primarily to engage in non-securities activities and from which the associated person(s) effects no more than 25 securities transactions in any one calendar year; provided that any advertisement or sales literature identifying such location also sets forth the address and telephone number of the location from which the associated person(s) conducting business at the non- branch locations are directly supervised; or

(f) The Floor of a registered national securities exchange where a member conducts direct access business with public customers; or

(g) A temporary location established in response to the implementation of a business continuity plan

(2) Auditing PKS Non Registered Branch Locations

A Non Registered Branch Location, in accordance to FINRA Rule 3010(c)(1)(C), shall be inspected on a regular periodic schedule. The Compliance Department shall be responsible for auditing Non Registered Branch Locations. When auditing a Non Registered Branch Location, the PKS compliance department will use the Non Registered Branch Audit Worksheet. Audit findings and Audit Letters will be handled as they are for a regular PKS Branch Office Audit. See Section 5.3(A). PKS shall make a risk based determination on whether to conduct a Non Registered Branch audit on-site. Risk based conditions that would require an on-site audit of a Non-Registered branch include but are not limited to:

1. Offices under Heightened Supervision 2. Previous Audit Findings concerning books and records for the

Reps main office.

3. Offices that operate under the customer service/back office exemption.

5.4 Review of Exception Reports (Amended 6/2010) A. Exception Reports Available (1) Transactions Through FCCS

FCCS provides several exception reports, which are available via View Direct. These reports are designed to detect irregularities in customer account such as unusual or high level of activity or excessive commissions in customer accounts.

(2) Variable Annuity Switching Reports. A VA Exception Report designed to detect VA switches is monitored by the

Compliance Department pursuant to Section 15.2.6 et seq. (3) Mutual Fund Switch Reports A Mutual Fund Switch/Sale Exception Report designed to detect Mutual Fund

switches is monitored by the Compliance Department pursuant to the procedure set forth in this Section.

(a) Password Protected Website.

There is a password protected website used to generate the Mutual Fund Switch/Sale Exception Report. The website is accessible only to the PKS Compliance Department.

(b) Exception Report Search Criteria.

The Exception Report features permit the Compliance Officer to customize the report to search for switch transactions and potential sales practices violations using the following search criteria.

(i) Report Date Range (ii) Transaction Amounts. (The Program default searches for

transactions in excess of $10,000). (iii) Social Security Number/Tax Identification Number (iv) Transfers between different fund families. (v) Transfers between different share classes. (vi) Purchases and sales with intervening time period between the

transactions, which would not otherwise be detected as exchanges. (vii) Transactions that result in generation of a Contingent Deferred

Sales Charge (CDSC) in excess of $100.

(i) Registered Representative Action Required. Upon the occurrence of a mutual fund transaction in which one of the following events takes place, the Registered Representative shall complete the appropriate form, located on the brokers resources home page and forward the document to the Compliance Dept. for review.

1. Sale of a mutual fund with a CDSC greater than $100, the

Registered Representative must complete a Mutual Fund Sales Letter.

2. Sale of a Mutual Fund and subsequent purchase of a

mutual fund from a different mutual fund family, the Registered Representative must complete a Mutual Fund Switch Letter.

(ii) Compliance Department Action. Upon the receipt of a switch/sale

form from a Registered Representative, the Compliance Department shall:

1. Log the information into the MFSL ( including both the

Mutual Fund Switch Letter and Mutual Fund Sales Letter,

hereinafter referred to interchangeably as "MFSL") Database, and

2. Generate a letter to the client and registered representative for signature, and

3. Maintain records of MFSL’s generated and executed MFSLs received. These records may be maintained in electronic format.

(iii) Exception Report Detection of Transaction.

In the event that a Mutual Fund switch/sale/exchange is detected through review of data generate by the Exception Report for which a MFSL was not received from a client, the Compliance Department shall generate a MFSL to the client and follow the procedure in (ii) above.

B, Responsibility for Monitoring Exception Reports/Time Frame (1) Responsibility.

The Compliance Department shall monitor exception reports, and shall investigate and assess potential violations in accordance with the provisions of SPM 5.5 below.

(2) Time Frame. (a) FCCS Exception Reports shall be reviewed on a daily basis. (b) Other Exception Reports shall be reviewed no less than every thirty (30) days. C. Record Keeping. (1) Responsibility.

The Compliance Department shall maintain records of its review of exception reports. These records may be maintained in electronic format. (2) Content.

The records maintained by the Compliance Department shall contain notations of any potential violations or suspect activity noted in its review of exception reports.

5.5 Investigations of Suspect RR Activity

(Amended 6/2010) A. Definition of “Suspect” Activity. Suspect activity is any activity that leads to the

conclusion that a Registered Representative may be in violation of the securities laws, FINRA Rules, this SPM, company policy or business ethics. The following red flags shall be considered “suspect” activity.

(1) Unusual Trading Volume (2) Excessive Commissions (3) Repeated failure to follow the SPM (4) A customer complaint (5) Regulatory Issues (6) Potential violations detected upon review of exception reports. (7) Potential violations detected upon review of correspondence. B. Procedure

Upon detecting or becoming aware of suspect activity by a PKS Registered Representative, the following procedure shall be followed: (1) An Investigation File will be opened by the Compliance Department (2) Relevant documents will be assembled and placed in the Investigation File. (3) An interview will be conducted with the Registered Representative by a Compliance Officer. (4) An interview may be conducted with the client(s) as appropriate by a Compliance Officer. . (5) Additional investigation/documentation will be conducted as appropriate. C. Final Determination

Upon conclusion of the investigation, a final determination will be made by the Compliance Department with respect to whether the Registered Representative is in violation of any securities laws, FINRA rules, SPM provisions or ethics.

D. Recommended Action

Upon a final determination, the Compliance Department shall recommend one or more of the following to Senior Management.

(1) No Action (2) Letter of Caution (3) Fine (4) Suspension

(5) Termination E. Action Taken

Upon recommendation by the Compliance Department, Senior Management shall take appropriate action and document any action taken to the Registered Representative.

5.6 Review of Accounts Held by Officers and Directors of Publicly Traded Companies (Added 4/2019)

A. General.

Pursuant to the requirements in this SPM of Section 6.1 – Registered Representative Conduct, Section (A), Item (23), all PKS Registered Representatives have an ongoing requirement to notify the PKS Compliance Department of any PKS client that is an officer or director of a publicly traded company, or who later becomes an officer or director of a publicly traded company.

B. Compliance Responsibilities.

(1) Initial Responsibilities

(a) Upon account opening and receiving notification from a Registered

Representative that a PKS client is an officer or director of a publicly traded company, the PKS Compliance Department shall:

(i) Send written notification to both the client and the public company

for which the client serves as an officer or director, notifying them of the client’s status with PKS;

(ii) Begin mailing duplicate statements and confirmations to the client’s affiliated publicly traded company;

(iii) Notify the Operations Department to update the client’s account information maintained in WealthScape and code the security/securities accordingly in the system; and

(iv) Add the client’s name/account number(s) to the list of affiliated accounts separately maintained by Compliance.

(2) Ongoing Responsibilities

(a) On a monthly basis, the Compliance Department shall conduct a review of the report of affiliated accounts generated from WealthScape:

(i) The report of affiliated accounts indicates, through the use of

specialized coding, those accounts that are held by PKS clients who serve as an officer or director of a publicly traded company.

(ii) The Compliance Department will compare and reconcile the

information presented in the monthly WealthScape report to a list of all affiliated accounts separately maintained by the Compliance Department.

(iii) Through such comparison and reconciliation, the Compliance

Department will determine if there is a new account noted in the monthly WealthScape report that is not already noted on the list of all affiliated accounts separately maintained by the Compliance Department.

(iv) If any new account appears on the monthly WealthScape report

that is not noted on the list of affiliated accounts, which pertains to a client who is an officer or director of a publicly traded company, the Compliance Department shall:

a. Send written notification to the Registered Representative

regarding the status of the client/account; b. Send written notification to both the client and the public

company for which the client serves as an officer or director, notifying them of the client’s status with PKS;

c. Begin mailing duplicate statements and confirmations to the client’s affiliated publicly traded company;

d. Notify the Operations Department to update the client’s account information maintained in WealthScape and code the security/securities accordingly in the system; and

e. Add the client’s name/account number(s) to the list of affiliated accounts separately maintained by Compliance.

C. Account Monitoring & Review Responsibilities

(1) All Registered Representatives are required to notify the PKS Compliance Department immediately with regard to any transactions by a client who serves as an officer or director, in securities of the publicly traded company for which they serve.

(2) All Registered Representatives have an ongoing responsibility to notify the PKS Compliance Department immediately if they suspect that any insider trading activity has occurred involving a client who serves as an officer or director of a publicly traded company.

(3) For those clients who serve as an officer or director of a publicly traded company,

the Compliance Department shall conduct periodic reviews of the client’s account and other accounts in which the client has a beneficial interest, in order to monitor transactional activity with regard to those securities affiliated with the client’s publicly traded company, for purposes of determining if any transactions may involve the use of material, non-public information.

D. Record Keeping

The Compliance Department shall maintain all records of review electronically.

5.7 Reserved

5.8 Annual Compliance Meeting and Certification (Amended 9/2015) A. General

Pursuant to FINRA Rule 3010(A)(7), the Compliance Department conducts an Annual Compliance Meeting (ACM) to discuss compliance matters relevant to the pertinent business activities of PKS. Meetings are conducted as an internet-based video sequence through Securities Trading Corporation (QUEST CE), a third-party Vendor. Prior to the end of the video, each Registered Representative is required to complete the Annual Compliance Questionnaire.

B. Compliance Department Responsibility.

(1) Conducting the ACM. The Compliance Department shall perform the following actions in connection with the ACM,

(a) Schedule the ACM with QUEST CE.

(b) Coordinate with QUEST CE the roll-out of the ACM to be conducted via email with Registered Representatives. Registered Representatives that

(c) Choose additional industry areas of interest to be discussed at the ACM. (d) Design proprietary slides to be included in the ACM

(e) Follow-up with any Registered Representative that has not completed the ACM as the deadline approaches

(2) Tracking Participation. The Compliance Department shall be responsible for tracking participation in the ACM. It shall be acceptable for the Compliance Department to rely on records provided by QUEST CE to track participation in the ACM.

(3) Follow-Up. The Compliance Department shall take appropriate action in the event that a Registered Representative fails to participate in the ACM. Such action may include a reminder, restriction from business activity and/or disciplinary action.

C. Annual Compliance Questionnaire

As part of the ACM, each Registered Representative that associate with PKS within the current year shall complete and sign the Annual Compliance Questionnaire containing a series of questions designed to determine whether that Registered Representative has engaged in conduct which requires additional compliance scrutiny or which rises to the level of suspect activity.

D. Record Keeping. The Compliance Department shall maintain records showing:

(1) Review of the Annual Compliance Questionnaire, and (2) Compliance with the requirements of this Section 5.8. 5.9 SPM Record Keeping and Updates (Amended 5/2016) A. General

On an as-needed basis, the SPM is updated to reflect any change in firm and/or regulatory

policies and procedures. Proposed amendments are discussed during the SPM Committee Meeting for input by Committee members. Upon final adoption of any amendments, the amended SPM is posted to the PKS Website and an email is sent to all registered persons detailing the section(s) of the manual that has been changed, if applicable.

B. Responsibility The Chief Compliance Officer is the individual responsible for (1) Incorporating revisions in the SPM (2) Preserving prior versions of the SPM in a readily retrievable location, which may be electronic, for a period of four (4) years after termination of the use of

the manual; and

(3) Preserving all prior sections of the SPM that were withdrawn, updated, modified or revised, in a readily retrievable location, which may be electronic, for a period of four (4) years following their withdrawal, modification or revision.

5.10 Review of Correspondence (Amended 8/2021) A. General Rule

FINRA Rule 3110(b)(4) requires that PKS establish procedures for the review of incoming and outgoing written (non-electronic) and electronic communications with the public related to its investment banking or securities business, including communications directed to registered representatives.

B. Purpose of Rule (a) To properly indentify and handle customer complaints.

(b) To ensure customer funds and securities are handled in accordance with the SPM.

C. FINRA Rule 2210

FINRA Rule 2210 sets forth rules for outgoing communications which are incorporated in SPM 5.11 and 5.12 infra.

E. Definition of Incoming Communications.

Incoming Communications is any communication from an existing or former PKS client or from any other person or entity.

F. Review of Electronic Communications (1) Scope.

These provisions governing review of electronic communications apply both to incoming and outgoing electronic communications

(2) Method and Frequency of Review.

(a) Email.

On an ongoing basis, the Compliance Department shall review selected emails for every registered representative of PKS for the purpose of detecting violations of the securities laws and rules and this SPM. The Compliance Department email review process shall be based on the following criteria:

(i) Random sampling of messages (ii) Keyword search (iii) Risk based review (consisting of Business Mix and Outside

Activities) (b) Electronic devices.

During the Branch Audit, the Compliance Department shall selectively review stored messages on electronic devices (cell phones, PDA’s etc) for the purpose of detecting violations of the securities laws and rules and this SPM.

Text messaging shall be reviewed in the same manner as email as noted in 5.10(F)(2)(a).

(3) Record Keeping

(a) Review of Email and text messaging. The Global Relay archiving system maintains an audit trail of email and text messaging review.

(b) Other Electronic Devices. Notation of review of electronic devices shall be made on the Branch Audit checklist.

(4) Investigation of Potential Violations

Email messages which contain language or data which constitute suspect activity shall be investigated and resolved in accordance with the procedure for set forth in SPM 5.5 Infra.

G. Review of Non-Electronic Incoming Communications

(1) Special Considerations Applicable to Non-Electronic Incoming Communications.

Because customer funds and securities are almost exclusively received through non-electronic communications, and customer complaints are more frequently received through non-electronic communications, all incoming non-electronic communications must be reviewed in accordance with this subsection.

(2) Persons Responsible

(a) PKS Headquarters Office

The Chief Operating Officer is the person responsible for review of incoming non-electronic communications. The Chief Operating Officer may designate the responsibility for review of non-electronic communications to a qualified individual in the Headquarters Branch Office.

(b) All Other Branch Offices

(i) The Person In Charge is the person responsible for review of non- electronic incoming communications.

(ii) Unavailability of Person In Charge. In the event of the absence of

the Person In Charge from the Branch Office for a period of greater than five (5) business days, the Person In Charge shall contact the Regional Supervisor for instruction.

(3) Incoming Communications Addressed to Registered

Representative

Incoming Communications addressed or marked to the attention of a Registered Representative is deemed related to PKS business for the purpose of this section.

(4) Processing of Incoming Communications Upon Review (a) Checks and Securities (i) Record Keeping.

The responsible person shall make or cause to be made a notation of check receipt in a log maintained for that purpose as posted on the PKS Website. The log file shall contain a photocopy of the check or security.

(ii) Transmission to the Operations Department.

All checks and securities shall be transmitted to the Operations Department for processing. If received at a Branch Office, the method of transmission shall be overnight courier unless Mobile Check Deposit App is utilized. The Mobile Check Deposit App allows same-day deposit of customer checks to their brokerage account. Representatives may choose to download the Wealthscape Mobile App to their device in order to leverage this functionality.

(b) Procedure for Mobile Check Deposit

(i) If a client wishes to add funds to their brokerage account, they

should make the check payable to or the exact registration on the account. Representatives should inform the client that their check will be deposited that day and they will promptly (same day) shred the instrument.

(ii) Representatives that deposit checks via the mobile app while in the

presence of a customer, shall return the check to the client once their deposit has been confirmed.

(iii) Compliance shall conduct a review of branch office procedures for

mobile devices used for this check deposit method during routine audits and/or cyber-security cycles.

1. In the event that the PKS Operations Department receives a check for an account held at the fund company, the Operations Department shall post the check onto the appropriate Checks Received Blotter and forward to the fund company for processing. The Operations Department will maintain a photocopy of the check with the direct fund tickets.

2. If the check received was not sent via overnight courier, the Operations Department shall inform the Compliance Department for follow-up with the Person in Charge.

Any written or electronic communication in which a customer, or former customer, expresses a grievance or dissatisfaction shall be immediately transmitted to the Compliance Department via email or overnight courier. See Section 8 for further information on Customer Complaints.

(d) Suspect Activity.

Any communications which contains information suggesting that a Registered Representative has violated any securities law or rule or this SPM shall immediately be transmitted to the Compliance Department. See Section 5.4 Infra.

(5) Record Keeping

(a) Requirements:

Incoming Communications from PKS Clients shall be retained for a period of six (6) years from receipt.

(b) Responsibility for Incoming Communications

Record Keeping. (i) PKS Headquarters Office

The PKS Operations Director shall be responsible for maintaining incoming communications and check/securities logs for the required period.

(ii) Other Branch Offices.

The Person In Charge shall be responsible for maintaining incoming communications and check/securities logs for the required period

Record Keeping.

The Compliance Department shall conduct an examination of selected client files in the Headquarters and Branch Offices at the time of the Branch Office Audit.

5.11 Review of Outgoing Communications With the Public (Amended 8/2021) A. Definitions (1) “Outgoing Communications With the Public” (or "OCWP") includes the following: (a) Correspondence (b) Retail communications (c) Institutional communications. (2) “Correspondence” means any written (including electronic) communication that is distributed or made available to 25 or fewer retail investors within any 30 calendar-day period. (3) “Retail communication” means any written (including electronic) communication that is distributed or made available to more than 25 retail investors within any 30 calendar-day period. Note: The new definition of retail communication includes most communications that currently qualify as advertisements and sales literature as defined below. Thus a communication that currently qualifies as an advertisement or sales literature will likely be a "retail communication." To the extent that a firm distributes or makes available a communication that currently qualifies as an independently prepared reprint to more than twenty-five retail investors within a thirty-calendar-day period, the communication also falls under the definition of "retail communication. See FINRA Regulatory Notice 12-29. Retail communications include: (a) Advertisements, defined as follows: "Advertisement" means any material, other than an independently prepared reprint and institutional sales material, which references PKS or which promotes PKS retail business, that is published, or used in any electronic or other public media, including any Web site, newspaper,

magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or telephone directories (other than routine listings). (b) Sales Literature. "Sales Literature" means any written or electronic communication, other than an advertisement, independently prepared reprint, institutional sales material and correspondence, that is generally distributed or made generally available to customers or the public, including circulars, research reports, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints (that are not independently prepared reprints) or excerpts of any other advertisement, sales literature or published article, and press releases concerning PKS products or services. (c) Independently Prepared Reprints distributed or made available to more than 25 retail investors within any 30 calendar-day period.

(d) Format and Content of Email Disclosures, Fax Cover Sheets, Letterhead or Business Cards which reference PKS or PKS business.

(e) Public Appearances. See SPM 5.12. (f) Web Sites which promotes PKS or PKS securities business. (g) Social Network Electronic Media, such as Weblogs (“blogs”), Facebook, Linked-In, Twitter, and other interactive electronic forum designed to distribute content to multiple users. (4) Independently Prepared Reprints. (a) Any reprint of any article issued by a publisher subject to the limitations set forth in FINRA Rule 2210(c)(7)(I). (b) Any report concerning an Investment Company registered under the Investment Company Act of 1940, published subject to the limitations set forth in FINRA Rule 2210(c)(7)(O). (5) “Retail investor” means any person other than an institutional investor, regardless of whether the person has an account with a member. (6) “Institutional communication” means any written (including electronic) communication that is distributed or made available only to institutional investors, but does not include a member's internal communications.

(6) “Institutional investor” means any person described in Rule 4512(c), regardless of whether the person has an account with a member. Rule 4512(c) defines "institutional account" as the account of: (a) a bank, savings and loan association, insurance company or registered investment company (b) an investment adviser registered either with the SEC under Section 203 of the Investment Advisers Act or with a state securities commission (or any agency or office performing like functions); (c) any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million. (d) governmental entity or subdivision thereof; (e) employee benefit plan, or multiple employee benefit plans offered to employees of the same employer, that meet the requirements of Section 403(b) or Section 457 of the Internal Revenue Code and in the aggregate have at least 100 participants, but does not include any participant of such plans; (f) qualified plan, as defined in Section 3(a)(12)(C) of the Exchange Act, or multiple qualified plans offered to employees of the same employer, that in the aggregate have at least 100 participants, but does not include any participant of such plans; (g) FINRA member or registered person of such a member; and (h) person acting solely on behalf of any such institutional investor. FINRA Rule 2210(a)(4) prohibits a firm from treating a communication as having been distributed to an institutional investor if the member has reason to believe that the communication or any excerpt thereof will be forwarded or made available to any retail investor. B. Compliance Department Approval Required (1) General Rules

(a) Unless covered by an exception as set forth below, OCWP requires prior review and prior approval by the Compliance Department.

(b) Branch Offices Located in the Commonwealth of Virginia

For Branch Offices located in the Commonwealth of Virginia, prior approval by the Compliance Department is required for all correspondence pertaining to the solicitation or execution of all securities transactions. [See 21 VAC 5-20-260].

(i) Branch Office Responsibility to Forward Correspondence

All Branch Offices located in the Commonwealth of Virginia shall forward all hard copy correspondence as it pertains to the agent’s solicitation or execution of securities transactions within 5 business days of sending or receiving. (a) Incoming hard copy correspondence

For incoming hard copy correspondence branches shall scan the correspondence and then e-mail the file to the Compliance Department via: [email protected] . If scanning is unavailable, branches shall send a copy of the correspondence to the Compliance Department via overnight mail.

(b) Outgoing hard copy correspondence

For any outgoing hard copy correspondence, branches shall e- mail the Compliance Department via [email protected] a copy of any outgoing hard copy correspondence in accordance with paragraph (i) above. If scanning is unavailable, branches shall send a copy of the correspondence to the Compliance Department via overnight mail.

E-mail correspondence is reviewed in accordance with FINRA rule 2210 and the procedure for reviewing e-mail correspondence is noted above in SPM section 5.10.

(d) Text messaging correspondence

Text messaging correspondence is reviewed in accordance with FINRA rule 2210 and the procedure for reviewing text messaging correspondence is noted in SPM section 5.10.

(ii) Compliance Department Review

mailto:[email protected]

The Compliance Department shall promptly review and approve all correspondence as it pertains to the agent’s solicitation or execution of all securities transactions. The Compliance Department shall notify the agent when correspondence is approved. The Compliance Department will note the approval on the correspondence and keep a copy of this record in the associated branch’s file.

(2) Exceptions. (a) Correspondence, except as required in 5.11[B](1)(b) above. (i) Content In formulating correspondence, all Registered Representatives shall adhere to FINRA standards set forth in FINRA Rule 2210 and as restated in these procedures. (ii) Prior Approval Not Required Correspondence does not require prior Compliance Department approval. (iii) Compliance Department Review The Compliance Department shall review correspondence in accordance with Branch audit procedures, for compliance with FINRA standards as set forth in FINRA Rule 2210 and as restated in these procedures.

(iv) Email Communications

Every email communication from a Registered Representative shall contain a disclosure that securities are offered through PKS. If the communication is on a domain of or otherwise discloses or represents a relationship with an entity that is not affiliated with PKS, the communication shall make a disclosure that such entity and PKS are not affiliated companies.

(v) Text Messaging

Text messaging for business purposes using any application is strictly prohibited, unless the application is approved and deployed by the PKS IT Management. No other vendor or text messaging platform will be allowed. Direct contracts with vendor(s) outside

of PKS control is prohibited. Offices may not enter into any contracts for text messaging services, or test other text messaging services.

(b) Previously approved letter template. No prior approval is necessary for Retail Communications (25 or more existing PKS retail investors) that mirror a “template” which had already received pre-approval from the Compliance Department.

(3) Social Network Electronic Media (Amended 8/2020)

(a) General

Social network electronic media includes, but is not limited to, Weblogs (“blogs”), Facebook, Linked-In, Twitter, and other interactive electronic forum designed to distribute content to multiple users. The following procedures apply to any social media site that a registered representative intends to employ to promote his/her brokerage business.

(b) Content Standard

Social networking sites typically contain both static and non-static content. The static content includes profile, background or wall information. A static posting is deemed an “advertisement” under FINRA Rule 2210 and therefore requires approval prior to posting. The portions of a social networking site that provides for “non-static”, real-time interactive posts must be monitored by the PKS Compliance Department, but do not require approval prior to posting.

FINRA considers unscripted participation in an interactive electronic forum to come within the definition of “public appearance” under FINRA Rule 2210. As stated in Rule 2210, it is prohibited to use misleading statements or claims, and that communications be fair and balanced.

FINRA Rule 2210 generally does not subject posts by customers or other third parties to its communication with the public requirements.

(c) Permitted Social Media Sites and Providers Posting on social media of any communication that promotes PKS or its products or services is prohibited on all social media sites and providers, with the following exceptions.

(i) Linked-In

(ii) Twitter

(iii) Facebook

(d) Global Relay Archiving Required

Prior to posting on any social media, a link between the social media site and the Global Relay Archiving System must be established by the IT Department. The Registered Representative shall notify the IT Department of his/her intention to use social media and comply with all IT Department requirements.

(e) Approval by Compliance Department

The PKS Compliance Department must review prior to use any social media site that a registered representative intends to employ to promote PKS brokerage business. The profile, background, wall information or any other static content must be reviewed and approved by the PKS Compliance Department prior to launching.

A sampling of the interactive electronic communications, non-static content, will be reviewed post-use on a periodic basis. The reviews will be conducted by the PKS Compliance Department through the Global Relay Archiving System.

(f) PKS Disclosure Required

(1) For any social media used to promote PKS or its products or services, the following disclosure must be used on the profile page:

Securities offered through Purshe Kaplan Sterling Investments (PKS). Member FINRA/SIPC. Headquartered at 80 State Street, Albany, NY 12207. Products purchased through PKS are Not FDIC Insured-May Lose Value - Are Not Guaranteed by any Bank-Are Not A Deposit-Are Not Insured by any Federal or State Government Agency.

(2) Where an unaffiliated RIA, CPA firm, insurance agency or other

company is mentioned on the profile page, the following additional disclosure shall be added:

[RIA/CPA etc] and PKS are not affiliated companies.

(3) The following disclaimer must be used on each post created by the registered representative:

Third-party posts do not reflect the views of Purshe Kaplan Sterling Investments (PKS) and have not been reviewed by PKS for completeness or accuracy.

(g) Training

Training and education concerning PKS social media policies will be conducted through the Annual Compliance Meeting. Those registered representatives employing social media sites for brokerage business will be required to attest annually that he/she is acting in a manner consistent with these policies.

(h) Recommendation Prohibited

The suitability requirements of FINRA Rule 2111 are triggered when a registered representative recommends a security through a social media site. As such, PKS prohibits communications that recommend a specific investment product and/or any link to specific investment products.

(i) Other Prohibitions

(i) Engaging in business communications in a social media site that

has not been disclosed to the PKS Compliance Department. (ii) Social media sites that automatically erase or delete the content of

an electronic communication (iii) Entering any of the following data elements into a LinkedIn profile

as they cannot be archived in the Global Relay Email Archiving System: • Honors and Awards • Projects • Test Scores • Organizations • Courses

(iv) Tweeting with Twitter Card Option in a Twitter profile as this cannot be archived in the Global Relay Email Archiving System.

C. Method of Requesting Approval Requests for prior approval of OCWP not exempt from approval under 5.12(B)(2) shall be mailed, faxed or emailed directly to the Compliance Department at the following email address:

[email protected] D. Method of Prior Approval Compliance Officer must approve by signature (or initial) and date, prior to (1) Filing with FINRA for approval if required by FINRA Rule 2210, in accordance with its time requirements, or (2) Its use, where filing with FINRA is not required. E. Compliance Department Review Parameters

(1) Content The Compliance Department shall review OCWP for compliance with FINRA standards as set forth in FINRA Rule 2210 and as restated in these procedures.

(2) Periodic Website Review In addition to initial website review conducted during the registration process and subsequent reviews during the branch office audit process, the Compliance Department shall conduct a periodic review of all websites, at least annually. This website review shall include websites used by unaffiliated entities associated with PKS registered representatives, to ensure compliance with PKS procedures requiring notification and approval where PKS products or services is promoted by the website.

(3) Findings

All incidences of non-compliance with PKS procedures shall be presented to the Chief Compliance Officer and Chief Operating Officer for appropriate action.

. F. Filing OCWP With FINRA The Compliance Department shall file OCWP with FINRA as required by FINRA Rule 2210 and FINRA Regulatory Notice 12-29. G. Record Keeping (1) Duration. All approved OCWP shall be maintained for a period of three (3) years from the date of last use.

(2) Compliance Department Records. Records of all approvals of OCWP shall be maintained in electronic files by the Compliance Department. (3) Other Required Records (a) a copy of the communication and the dates of first and (if applicable) last use (b) the name of any registered principal who approved the communication and the date that approval was given (c) in the case of a retail communication or institutional communication that is not approved prior to first use by a registered principal, the name of the person who prepared or distributed the communication (d) information concerning the source of any statistical table, chart, graph, or other illustration used in the communication and (e) for retail communications that rely on the exception under FINRA Rule 2210 (b)( 1)(C), the name of the firm that filed the retail communication with FINRA and a copy of the Advertising Regulation Department's review letter. (4) Branch Office Records. Each Branch Office shall maintain copies of all approved OCWP for three (3) years from date of last use in a separate OCWP File . (5) Use of Third-party Vendors for Distribution

Where Branch Offices use a third-party vendor to distribute OCWP via e-mail to clients, the vendor must have the capability to send copies of all e-mails sent to clients, or a copy of the email that contains a list of all recipients of said email to PKS’ Global Relay e-mail archiving system.

H. FINRA Standards to Be Followed For OCWP (Reprinted from FINRA Rule 2210(d)) (1) General Standards

(A) All member communications must be based on principles of fair dealing and good faith, must be fair and balanced, and must provide a sound basis for evaluating the facts in regard to any particular security or type of security, industry, or service. No member may omit any material fact or qualification if the omission, in light of the context of the material presented, would cause the communications to be misleading. (B) No member may make any false, exaggerated, unwarranted, promissory or misleading statement or claim in any communication. No member may publish, circulate or distribute any communication that the member knows or has reason to know contains any untrue statement of a material fact or is otherwise false or misleading. (C) Information may be placed in a legend or footnote only in the event that such placement would not inhibit an investor's understanding of the communication. (D) Members must ensure that statements are clear and not misleading within the context in which they are made, and that they provide balanced treatment of risks and potential benefits. Communications must be consistent with the risks of fluctuating prices and the uncertainty of dividends, rates of return and yield inherent to investments. (E) Members must consider the nature of the audience to which the communication will be directed and must provide details and explanations appropriate to the audience. (F) Communications may not predict or project performance, imply that past performance will recur or make any exaggerated or unwarranted claim, opinion or forecast; provided, however, that this paragraph (d)(1)(F) does not prohibit: (i) A hypothetical illustration of mathematical principles, provided that it does not predict or project the performance of an investment or investment strategy; (ii) An investment analysis tool, or a written report produced by an investment analysis tool, that meets the requirements of Rule 2214; and (iii) A price target contained in a research report on debt or equity securities, provided that the price target has a reasonable basis, the report discloses the valuation methods used to determine the price target, and the price target is accompanied by disclosure concerning the risks that may impede achievement of the price target.

(2) Comparisons Any comparison in retail communications between investments or services must disclose all material differences between them, including (as applicable) investment objectives, costs and expenses, liquidity, safety, guarantees or insurance, fluctuation of principal or return, and tax features. (3) Disclosure of Member's Name All retail communications and correspondence must: (A) prominently disclose the name of the member, or the name under which the member's broker-dealer business primarily is conducted as disclosed on the member's Form BD, and may also include a fictional name by which the member is commonly recognized or which is required by any state or jurisdiction; (B) reflect any relationship between the member and any non-member or individual who is also named; and (C) if it includes other names, reflect which products or services are being offered by the member. This paragraph (3) does not apply to so-called "blind" advertisements used to recruit personnel. (4) Tax Considerations (A) In retail communications and correspondence, references to tax-free or tax-exempt income must indicate which income taxes apply, or which do not, unless income is free from all applicable taxes. If income from an investment company investing in municipal bonds is subject to state or local income taxes, this fact must be stated, or the illustration must otherwise make it clear that income is free only from federal income tax. (B) Communications may not characterize income or investment returns as tax-free or exempt from income tax when tax liability is merely postponed or deferred, such as when taxes are payable upon redemption. (C) A comparative illustration of the mathematical principles of tax-deferred versus taxable compounding must meet the following requirements: (i) The illustration must depict both the taxable investment and the tax-deferred investment using identical investment amounts and identical assumed gross investment rates of return, which may not

exceed 10 percent per annum. (ii) The illustration must use and identify actual federal income tax rates. (iii) The illustration may reflect an actual state income tax rate, provided that the communication prominently discloses that the illustration is applicable only to investors that reside in the identified state. (iv) Tax rates used in an illustration that is intended for a target audience must reasonably reflect its tax bracket or brackets as well as the tax character of capital gains and ordinary income. (v) If the illustration covers the payout period for an investment, the illustration must reflect the impact of taxes during this period. (vi) The illustration may not assume an unreasonable period of tax deferral. (vii) The illustration must disclose, as applicable: a. the degree of risk in the investment's assumed rate of return, including a statement that the assumed rate of return is not guaranteed; b. the possible effects of investment losses on the relative advantage of the taxable versus the tax-deferred investments; c. the extent to which tax rates on capital gains and dividends would affect the taxable investment's return; d. the fact that ordinary income tax rates will apply to withdrawals from a tax-deferred investment; e. its underlying assumptions; f. the potential impact resulting from federal or state tax penalties (e.g., for early withdrawals or use on non- qualified expenses); and g. that an investor should consider his or her current and anticipated investment horizon and income tax bracket when making an investment decision, as the illustration may not reflect these factors.

(5) Disclosure of Fees, Expenses and Standardized Performance (A) Retail communications and correspondence that present non-money market fund open-end management investment company performance data as permitted by Securities Act Rule 482 and Rule 34b-1 under the Investment Company Act must disclose: (i) the standardized performance information mandated by Securities Act Rule 482 and Rule 34b-1 under the Investment Company Act; and (ii) to the extent applicable: a. the maximum sales charge imposed on purchases or the maximum deferred sales charge, as stated in the investment company's prospectus current as of the date of distribution or submission for publication of a communication; and b. the total annual fund operating expense ratio, gross of any fee waivers or expense reimbursements, as stated in the fee table of the investment company's prospectus described in above paragraph (ii)(a). (B) All of the information required by this paragraph (5)(A) must be set forth prominently, and in any print advertisement, in a prominent text box that contains only the required information and, at the member's option, comparative performance and fee data and disclosures required by Securities Act Rule 482 and Rule 34b-1 under the Investment Company Act. (6) Testimonials (A) If any testimonial in a communication concerns a technical aspect of investing, the person making the testimonial must have the knowledge and experience to form a valid opinion. (B) Retail communications or correspondence providing any testimonial concerning the investment advice or investment performance of a member or its products must prominently disclose the following: (i) The fact that the testimonial may not be representative of the experience of other customers. (ii) The fact that the testimonial is no guarantee of future performance or success.

(iii) If more than $100 in value is paid for the testimonial, the fact that it is a paid testimonial. (7) Recommendations (A) Retail communications that include a recommendation of securities must have a reasonable basis for the recommendation and must disclose, if applicable, the following: (i) that at the time the communication was published or distributed, the member was making a market in the security being recommended, or in the underlying security if the recommended security is an option or security future, or that the member or associated persons will sell to or buy from customers on a principal basis; (ii) that the member or any associated person that is directly and materially involved in the preparation of the content of the communication has a financial interest in any of the securities of the issuer whose securities are recommended, and the nature of the financial interest (including, without limitation, whether it consists of any option, right, warrant, future, long or short position), unless the extent of the financial interest is nominal; and (iii) that the member was manager or co-manager of a public offering of any securities of the issuer whose securities are recommended within the past 12 months. (B) A member must provide, or offer to furnish upon request, available investment information supporting the recommendation. When a member recommends a corporate equity security, the member must provide the price at the time the recommendation is made. (C) A retail communication or correspondence may not refer, directly or indirectly, to past specific recommendations of the member that were or would have been profitable to any person; provided, however, that a retail communication or correspondence may set out or offer to furnish a list of all recommendations as to the same type, kind, grade or classification of securities made by the member within the immediately preceding period of not less than one year, if the communication or list: (i) states the name of each such security recommended, the date and nature of each such recommendation (e.g., whether to buy, sell or hold), the market price at that time, the price at which the

recommendation was to be acted upon, and the market price of each such security as of the most recent practicable date; and (ii) contains the following cautionary legend, which must appear prominently within the communication or list: “it should not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities in this list.” (D) (i) This paragraph (7) does not apply to any communication that meets the definition of “research report” for purposes of FINRA Rule 2241 and includes all of the applicable disclosures required by that Rule. (ii) Paragraphs (7)(A) and (7)(C) do not apply to any communication that recommends only registered investment companies or variable insurance products; provided, however, that such communications must have a reasonable basis for the recommendation. (8) Prospectuses Filed with the SEC Prospectuses, preliminary prospectuses, fund profiles and similar documents that have been filed with the SEC are not subject to these standards [of this paragraph (d)]; provided, however, that these standards [of this paragraph (d)] shall apply to an investment company prospectus published pursuant to Securities Act Rule 482 and a free writing prospectus that has been filed with the SEC pursuant to Securities Act Rule 433(d)(1)(ii). I. Limitations on Use of FINRA's Name (Reprinted from FINRA Rule 2210[e]) Members may indicate FINRA membership in conformity with Article XV, Section 2 of the FINRA By-Laws in one or more of the following ways: (1) in any communication that complies with the applicable standards of this Rule and neither states nor implies that FINRA, or any other corporate name or facility owned by FINRA, or any other regulatory organization endorses, indemnifies, or guarantees the member's business practices, selling methods, the class or type of securities offered, or any specific security, and provided further that any reference to the Department's review of a communication is limited to either “Reviewed by FINRA” or “FINRA Reviewed”;

(2) in a confirmation statement for an over-the-counter transaction that states: "This transaction has been executed in conformity with the FINRA Uniform Practice Code"; and (3) on a member's website, provided that the member provides a hyperlink to FINRA's internet home page, www.finra.org, in close proximity to the member's indication of FINRA membership. A member is not required to provide more than one such hyperlink on its website. If the member's website contains more than one indication of FINRA membership, the member may elect to provide any one hyperlink in close proximity to any reference reasonably designed to draw the public's attention to FINRA membership. This provision also shall apply to an internet website relating to the member's investment banking or securities business maintained by or on behalf of any person associated with a member. J. Reference and Hyperlink to BrokerCheck on a Member’s Website. (Added 5/2016)

(1) General Pursuant to FINRA Rule 2210(d)(8)(A), each of a member’s websites are required to include a “readily apparent” reference and hyperlink to BrokerCheck on:

(a) The initial web page that the member intends to be viewed by retail

investors.

(b) Any other web page that includes a professional profile of one or more registered persons who do business with retail investors.

(2) “Readily Apparent” Defined.

(a) For a reference and hyperlink to BrokerCheck to be readily apparent,

member firms should adopt the perspective of a reasonable retail investor when making this determination. Factors to be considered include, but are not limited to:

o Placement – i.e., whether the reference and hyperlink are visible as

soon as the person lands on the website or only after significant scrolling;

o Font size – i.e., whether the font size of the description and

hyperlink are similar to the font size of other information on the page; and

o Font Color – i.e., whether the font color of the description and hyperlink contrasts or blends in with the website’s background.

(b) It is a per se FINRA requirement that the reference and hyperlink not be placed in the footer, as FINRA does not deem this to be readily apparent.

(3) When the Reference and Hyperlink are Not Required.

A member will not be required to include a readily apparent reference and hyperlink to BrokerCheck in the following instances: (a) Websites that have RIA-only content and do not promote the member

firm’s business or services, even if the site contains a profile of an individual who is a registered representative of the member firm.

(i) Exception: If the profile of an individual who is a PKS registered

representative states that the individual holds any FINRA licenses, the website is considered Broker-Dealer related and would then require a readily apparent reference and hyperlink on the home page of the website and the web page containing the individual’s profile.

(b) Third party websites that contain the professional profiles of registered

representatives (e.g., LinkedIn).

(d) Each email or text message sent by a member firm or registered person to

a retail investor.

(e) The website of a member firm that does not provide products or services to retail investors.

(f) A directory or list of registered persons limited to names and contact

information.

(4) Complying with the BrokerCheck Link Requirements

(a) Various resources are offered by FINRA on its website to assist member

firms in complying with the BrokerCheck Link requirements. These resources include: (i) Instructions for linking to BrokerCheck;

(ii) Direct link tools; (iii) Tools for creating a custom BrokerCheck widget; (iv) Raw graphical files that will allow registered persons to create

custom references to BrokerCheck.

(b) These resources can be found at: http://www.finra.org/industry/rule-2210- brokercheck.

(5) PKS Website.

(a) Home Page.

The PKS website shall contain a readily apparent reference and hyperlink to BrokerCheck on its home page.

(b) Pages Containing Profiles of Registered Representatives.

A BrokerCheck reference and hyperlink shall be made readily apparent on any web page within the PKS website that contains the profiles of registered persons who do business with retail investors.

(6) Websites of Registered Representative Affiliated Entities or Persons.

(a) Home Page.

Any website that promotes brokerage services and business with retail investors shall be required to include a readily apparent reference and hyperlink to BrokerCheck on the home page of that website.

(b) Pages Containing Profiles of Registered Representatives.

Any web pages that contain the profiles of registered persons who do business with retail investors and list FINRA licensure shall be required to include a readily apparent reference and hyperlink to BrokerCheck.

5.12 Public Appearances (Amended 12/2013) A. Definitions (1) Public Appearance Public Appearance is defined as participation in a seminar, forum (including an interactive electronic forum), radio or television interview, or other public

http://www.finra.org/industry/rule-2210-brokercheck

appearance or public speaking activity, and include speaking activities that are unscripted and do not constitute retail communications, institutional communications or correspondence. (2) Seminar, Forum and Public Speaking Activity A seminar, forum or public speaking activity shall be deemed to constitute a public appearance subject to the requirements of this SPM Section 5.12, where: (a) The Registered Representative participates in such activity except as a passive member of an audience, and (b) The activity is advertised by an electronic or print medium, or (c) 25 or more invitations or notices regarding the activity are distributed, whether by posting, mailing, email or otherwise. B. Prior Approval of Public Appearance Required

Compliance Department approval of any public appearance shall be requested and granted prior to participation by a Registered Representative in any public appearance. RIA seminars do not require PKS principal approval under FINRA Rule 2210, unless the agenda contains a promotion of PKS, its brokerage business or its products. All such requests shall be made and responded to via electronic mail.

C. Prior Approval of Materials Used With Public Appearances Required All scripts, slides, handouts or other written (including electronic) materials intended to be used in connection with public appearances shall be submitted to the Compliance Department for approval in accordance with the provisions of SPM 5.11. Prior approval of the Compliance Department is required for any material used in connection with a public appearance. D. Review of Public Appearance Required An audio or video recording of each public appearance shall be caused to be made by the Registered Representative(s) participating in such public appearance, and shall be submitted to the Compliance Department for review no later than 10 days following the date of the public appearance. If the Registered Representative chooses to transmit recording data in electronic format, such format must permit a download to PKS electronic files for record keeping purposes. The Compliance Department shall create a calendar, spreadsheet or other appropriate monitoring and tracking device to track submission of recorded public appearances pursuant to this subsection.

E. Compliance Department Review of Public Appearance Within 30 days of receipt of an audio or video recording of a public appearance, the Compliance Department shall review such recording for the purpose of detecting if violations of the securities laws, FINRA Rule 2210 and SPM 5.11 have occurred. The Compliance officer who conducts such review shall make a record of the date and time of the review and of any findings noted. The Compliance officer who conducts such review shall notify the Chief Compliance Officer of any potential violations noted. F. Training (1) General On no less than an annual basis, the Compliance Department shall offer training for public appearances. (2) Training Completion Required The Compliance Department shall not grant approval for participation in a public appearance unless the Registered Representative has received training pursuant to this SPM 5.12 within one year prior to the date such participation is requested. (3) Record Keeping The Compliance Department shall maintain records of the training offered to Registered Representatives under this SPM Section and records of completion of training pursuant to this section. Such records may be maintained electronically. G. Required Standards for Public Appearances (1) Standards Applicable to All Public Appearances The FINRA standards set forth in FINRA Rule 2210(d), as reprinted in SPM 5.11 [H], are applicable to all public appearances. (2) Additional Standards Applicable Where Security Recommended In addition to the standards set forth in FINRA Rule 2210, as reprinted in SPM 5.11 [H], where a Registered Representative recommends a security in a public appearance, the Registered Representative: (a) must have a reasonable basis for the recommendation, and (b) except for recommendations of investment company securities or variable insurance products, must disclose, as applicable:

(i) that the Registered Representative has a financial interest in any of the securities of the issuer whose securities are recommended, and nature of the financial interest (including, without limitation, whether it consists of any option, right, warrant, future, long or short position), unless the extent of the financial interest is nominal; and (ii) any other actual, material conflict of interest of the Registered Representative knows or has reason to know at the time of the public appearance. H. Record Keeping The Compliance Department shall maintain records of all requests, materials, approvals, denials, submissions and reviews pursuant to SPM 5.11 and this SPM 5.12. Such records may be maintained electronically. Unless otherwise required, all such records shall be maintained for a period of three years subsequent to the last use of the materials or public appearance, as applicable. 5.13 Continuing Education (Amended 6/2010) Pursuant to FINRA Rule 1240, PKS has developed and implements a program for the continuing education of its covered registered persons. (Amended 09/2021) The Compliance Department has responsibility for administration of the continuing education program and record keeping with respect to completion of the program by PKS Registered Representatives. For detailed information the continuing education program, see SPM Section 16 entitled “Continuing Education.” 5.14 Fingerprinting Unregistered Personnel - SEC 17f-2(a) (Amended 6/2010) A. PKS Policy

It is PKS policy that every partner, officer, director, associated person or employee of PKS must be fingerprinted and submit his or her fingerprints to the U.S. Attorney General.

B. Exemption from SEC Rule 17f-2(a) Fingerprint Requirements.

PKS does not claim exemption under the provisions of SEC Rule 17f-2(a) which exempts associated persons from the fingerprinting requirement provided that person:

(1) Is not engaged in the sale of securities, and (2) Does not regularly have access to the keeping, handling or processing of securities, and (3) Does not regularly have access to the keeping, handling or processing of Monies, and (4) Does not regularly have access to the the original books and records relating to the securities or the monies, and (5) Does not have direct supervisory responsibility over persons engaged in the activities referred to in paragraphs (1), (2), (3) and (4) above, and

(6) Provided that notice as required by SEC Rule 17f-2(a), (reproduced in SPM 5.14(C) below for informational purposes, is maintained.

C. Notice Requirement. Notice requirement. Every member of a national securities exchange, broker, dealer, registered transfer agent and registered clearing agency that claims one or more of the exemptions in paragraph (a) of this section shall make and keep current a statement entitled ``Notice Pursuant to Rule 17f-2'' containing the information specified in paragraph (e)(1) of this section. Contents of statement. The Notice required by paragraph (e) of this section shall: 1. State the name of the organization and state whether it is a member of a national securities exchange, broker, dealer, registered transfer agent, or registered clearing agency; 2 Identify by division, department, class, or name and position within the organization all persons who are claimed to have satisfied the fingerprinting requirement of Section 17(f)(2) of the Securities Exchange Act of 1934 pursuant to paragraph (b) of this section; 3. Identify by division, department, class, title or position within the organization all persons claimed to be exempt under paragraphs (a)(1)(i)-(iii) of this section,

and identify by name all persons claimed to be exempt under paragraph (a)(1) (iv). Persons identified under this paragraph (e)(1)(iii) shall be exempt from the requirement of Section 17(f)(2) of the Securities Exchange Act of 1934 unless notified to the contrary by the Commission; 4. Describe, in generic terms, the nature of the duties of the person or classes of persons, and the nature of the functions and operations of the divisions and departments, identified as exempt in paragraph (e)1 of this section; and 5. Describe the security measures utilized to ensure that only those persons who have been fingerprinted in accordance with the fingerprinting requirement of Section 17(f)(2) of the Securities Exchange Act of 1934 or who are exempt under paragraph (a)(1)(iv) of this section have access to the keeping, handling or processing of securities or monies or the original books and records relating thereto. Record maintenance. A copy of the Notice required to be made and kept current under paragraph (e) of this section shall be kept in an easily accessible place at the organization's principal office and at the office employing the persons for whom exemptions are claimed and shall be made available upon request for inspection by the Commission, appropriate regulatory agency (if not the Commission) or other designated examining authority. D. Person In Charge Responsibility.

A Person In Charge shall not permit any person who is not an associated person of PKS to handle PKS Client monies or securities, unless such person has fingerprinted pursuant to SEC Rule 17f-2(a).

E. Compliance Department Responsibility.

At the time of the Branch Office Audit, the Compliance Department shall check for compliance with SPM 5.14(D).

5.15 Professional Designations (Amended 12/2019) A. PKS Policy. (1) General

It is PKS policy to ensure that ensure that professional designations used by Registered Representatives of PKS are accurate, current and not misleading.

(2) Prohibited Professional Designation. (a) Non-existent or self-conferred degrees or designations.

(b) Referencing legitimate degrees or designations in a misleading manner. B, Registered Representative Responsibility. (1) Notification Requirements

(a) The Registered Representative shall request Compliance approval prior to using any professional designation, and

(b) furnish the Compliance Department with appropriate proof of entitlement

to use a professional designation. (2) Certification Requirements

The Registered Representative shall keep current with all registration and continuing education requirements necessary to maintain an approved professional designation.

C. Approval of Professional Designation. (1) Compliance Department Responsibility

The Compliance Department has responsibility for review and approval of professional designations. In exercising this responsibility, the Compliance Department shall:

(a) Examine all documents and any other physical proof purporting to entitle

the holder to a professional designation for authenticity, and

(b) Ensure that the claimed professional designation is bona fide and authentic, in accordance with the Approval Criteria in SPM 5.15(C)(3) below.

(2) Professional Designation Records in CRM

The Compliance Department shall maintain all Professional Designation records in CRM which shall incorporate those designations reportable to FINRA (CFP, ChFC, PFS, CFA, CIC) and other bona fide designations previously approved by the Chief Compliance Officer. These designations include CPA, MBA and CLU.

(3) Approval Criteria (a) Prior inclusion in the Professional Designation Records in CRM.

(b) Approval by the Chief Compliance Officer, upon review of the following factors:

(i) Curriculum required to be eligible for the designation. (ii) Required examinations to obtain the designation

(iii) Continuing Education requirements to maintain the designation. D. Record Keeping.

The Compliance Department shall maintain electronic records in Compliance Drive titled Professional Designations, sorted by Registered Representative, which shall contain proof documents evidencing compliance with these provisions.

5.16 Annual Internal Audit (Amended 12/2019) A. General

On an annual basis, the Internal Auditor, shall conduct an internal audit which is separate and distinct from the Branch Office Audit conducted pursuant to Section 5.1 et seq. The purpose of the internal audit is to gather data for the preparation of the Annual Report under FINRA Rule 3130, pursuant to the requirements set forth in SPM 2.4. The Internal Auditor shall not be member of the Compliance Department, and in connection with the prescribed duties under this section shall operate independently of the Compliance Department and shall consult with and report to the Chief Operating Officer.

B. Time Frame No less than 90 days prior to the anniversary date of the prior year certification made by the Chief Executive Officer under FINRA Rule 3130, the Chief Compliance Officer shall request that the Chief Operating Officer initiate the internal audit, which shall be undertaken by the Internal Auditor.

C. Matters to be Examined (1) Examination of Processes

The audit shall examine PKS processes for establishing, maintaining, reviewing,

testing and modifying compliance policies that are reasonably designed to achieve compliance with applicable FINRA rules, MSRB rules and federal securities laws and regulations.

(2) Manner, Frequency and Identification

The audit shall examine the manner and frequency in which the above processes are administered, as well as identify the officers and supervisors who have responsibility for such administration.

D. Preparation of Report (1) Preliminary Draft of Annual Report

No later than 45 days prior to the annual date of the prior year certification made by the Chief Executive Officer under FINRA Rule 3010, the Internal Auditor shall prepare a preliminary draft of the Annual Report under FINRA Rule 3130 using data derived from the Internal Audit conducted pursuant to SPM 5.16. The Internal Auditor shall deliver the preliminary draft to the Chief Operating Officer for review.

(2) Review of Preliminary Draft

Upon receipt of the preliminary draft of the Annual Report under FINRA Rule 3130, the Chief Operating Officer shall deliver a copy to members of the Audit Committee for review and comment.

(3) Submission of Annual Audit Report

On or prior to the anniversary date of the prior year certification made by the Chief Executive Officer under FINRA Rule 3010, the Internal Auditor shall submit the Annual Audit Report to the Chief Operating Officer for transmittal to the Chief Executive Officer.

E. Record Keeping

The Chief Operating Officer, or his designee, shall maintain the data derived from the

Internal Audit in electronic format. F. Audit Checklist

In conducting the audit, the Internal Auditor shall use the PKS Internal Audit Checklist as a guide for retrieving the data for the Internal Audit. A copy of the checklist is located in Appendix C titled “Form C2”.

SECTION 6: REGISTERED REPRESENTATIVE CONDUCT Section 6.1 Duties and Responsibilities of Registered Representatives (Amended 12/2017)

A. The following is a listing of those duties and responsibilities required of each Registered Representative.

1. Advise the Compliance Department and Licensing Department of all states in which the Registered Representative has clients and/or conducts a securities/variable product/insurance business. 2. Disclose any Outside Business Activity to the Compliance Department, pursuant to FINRA Rule 3270. 3. Obtain written permission from the Compliance Department to engage in any "Private Securities Transaction" as defined in FINRA Rule 3280 prior to engaging in such activity. 4. Notify the Compliance Department in writing prior to opening an account or placing

transactions with a broker-dealer other than PKS [FINRA RULE 3210]. (A) Accounts Covered. (1) Accounts maintained in the name of the Registered Representative (2) Accounts in which the Registered Representative has any financial interest.

(3) Accounts in which the Registered Representative exercises discretionary

authority, including accounts at any investment advisory firm with which the Registered Representative is associated as an owner or as an investment advisor representative.

(4) Accounts in which the Registered Representative is acting in a trustee or executor capacity.

(B) Accounts in Existence at the time of Association with PKS.

Notification shall be made to the Institutional Sales Department prior to association with PKS.

5. Review all client paperwork for accuracy and completeness prior to submission to a Regional Supervisor for approval 6. Review all transactions to ensure suitability for the client prior to submission to a Regional Supervisor for approval 7. Charge commissions that are fair and reasonable. 8. Complete Continuing Education Requirements 9. Immediately advise the Compliance Department in the event of an error or omission affecting a client account. 10. Notify the Compliance Department immediately upon change of residence address, which

requires Form U4 amendment within 30 days. 11. Maintain Due Diligence Files for each position held by a client, as required by SPM 5.3(B)(8) . 12. Obtain Compliance Department approval of all PKS related advertising or Outgoing Communications With the Public (OCWP) as defined in SPM 5.11.

13. Retain copies of Compliance Department approvals of OCWP. 14. For communication with clients of PKS, and clients of any RIA or Insurance Agency which

is associated with a Registered Representative, use only an email address from which email is captured by the PKS email archiving system. To ensure that all such email is captured, it is the responsibility of every Registered Representative to disclose all email addresses used by the Registered Representative for communications with customers of PKS, and any RIA and/or Insurance Agency.

15. Check PKS email every business day. 16. Secure encryption for any electronic device used to access non-public personal information

of any PKS client, including but not limited to desktop computers, portable computers, PDA’s and smart phones (BlackBerry, IPhone, etc).

17. Maintain the safety and security of all non-public personal information of PKS clients pursuant to this SPM. 18. Attend and complete the Annual Compliance Meeting and Annual Compliance

Certification as required by Section 5 of the SPM. 19. Maintain state insurance license in any state in which the Registered Representative conducts PKS insurance business. 20. Adhere to all Federal and State laws, rules of all federal and state regulatory authorities, FINRA rules and this SPM generally. 21. Upon learning of the death of a customer, immediately notify the Operations Department

and cancel any open orders or transactions. 22. Notify the Compliance Department immediately upon receiving notice of any event,

judicial civil or criminal action, regulatory investigation, regulatory proceeding, arbitration proceeding or customer complaint that may be required to be disclosed on Form U4 or otherwise, and provide a copy of the documents giving such notice. Events requiring notification and disclosure are specifically listed in SPM Section 8.1 and are synopsized generally as receiving notification of any of the following:

Finding of Securities Law or Rule violation by a court, federal or state regulatory

body or self-regulatory organization Proceeding, action, injunction or investigation that could result in a finding of a securities Law or rule violation by a court, federal or state regulatory body or self- regulatory organization (including but not limited to a “Wells” letter).

Customer Complaint alleging Theft or Forgery Proceeding by regulatory agency or self-regulatory agency alleging violation of any law or rule

Bar or discipline by regulatory agency or self-regulatory agency Conviction of a felony and misdemeanor involving securities or dishonest conduct generally Judgment, award or settlement exceeding $15,000 in securities litigation including employment litigation

Written Customer complaint Indictment or criminal complaint or plea agreement Service of process in any securities or commodities civil litigation Criminal charge or conviction of any felony Criminal charge or conviction of misdemeanor disclosable on Form U4 Being named in investment related arbitration or civil litigation Settlement of a written or oral consumer complaint exceeding $15,000

Receipt of a consumer written complaint charging sales practices violations, forgery, theft, misappropriation of funds or conversion of funds or securities Involvement in any bankruptcy proceeding, having a bond denied, paid out or revoked, or having unsatisfied judgment

23. Notify the PKS Compliance Department of any PKS client that is an Officer or Director of any

publicly traded company, or later becomes an Officer or Director of any publicly traded company immediately upon learning this information.

24. Notify the PKS Compliance Department of any PKS client that is an Associated Person of another FINRA Member Firm.

25. Prior to recommending the exchange of a non-portable variable annuity, follow the procedures set forth in SPM 15.2.6.0.

26. Take whatever steps are necessary to ensure a breakpoint and/or volume discount is applied

to an eligible transaction. 27. Any website that promotes PKS or its products must be disclosed to the PKS Compliance

Department, have proper disclosure and obtain approval before “Going live”.

28. Disclose all Outside Passive Investments pursuant to Section 6.4 (C) infra. 29. Notify the PKS Compliance Department if any registered representative receives a

communication from the state or SEC regulator indicating whether any entity or person associated with such registered representative will be the subject of a review or audit. The PIC is then required to provide the PKS Compliance Department with copies of all correspondence between the branch and the regulatory authority.

30. Notify the PKS Compliance and IT Departments immediately upon an actual or suspected occurrence of a Breach of Security, as that term is defined in Section 19.2 of this SPM.

Section 6.2 Prohibited Conduct (Amended 03/2022)

A. The following conduct by any Registered Representative is prohibited. 1. Violation of FINRA Rule 3280 – Private Securities Transactions. Engaging in a private securities transaction without expressly requesting and receiving written approval of the Compliance Department. 2. Violation of FINRA Rule 3270 – Outside Business Activity Engaging in an outside business activity without expressly disclosing same to the Compliance Department and on Form U4. 3. Violation of Rule 3210 - (a) Opening any brokerage account with a broker-dealer other than PKS without the express permission in writing of the PKS Compliance Department (b) Failing to advise the Compliance Department, prior to opening an account or placing a transaction, that a prospective client is an associated person of a broker- dealer other than PKS, where the Registered Representative has knowledge of such association. 4. Passing on to clients or acting on inside information or otherwise violating Insider Trading

Rules. See Section 6.3 Infra.

5. Violation of "New Issue Rules." See Section 6.3.1 Infra. 6. Dual Licensing. (a) Definition: Maintaining a license with a broker-dealer other than PKS. (b) Dual Licensing Prohibited. Dual Licensing is prohibited unless approved by the Compliance Department. (c) State Issues. Some states prohibit dual licensing. (d) Registered Investment Adviser Affiliation. Affiliation with a Registered Investment Adviser, as an Investment Adviser Representative or otherwise, shall not be considered dual licensing for the purpose of this subsection. 7. Commission Sharing (a) Non-Registered Persons: No Registered Representative may share a commission with a non-registered person. (b) Registered Representative of another Broker-Dealer. No Registered Representative may share a commission with a registered person of another broker-dealer without written approval of the Compliance Department and appropriate contractual arrangements in place.

(c) Referral Arrangement. Referral arrangements with non registered persons or entities which are based on a share of a commission are prohibited.

(1) A set, one-time referral fee to non registered persons or entities which not

based upon future commissions may be approved by the Compliance

Department. (d) Wages or Salary. Payment to an employee based on hourly wage or weekly salary, not dependent on commissions, is not considered to be commission sharing. 8. Guarantee against Losses. No Registered Representative may guarantee a customer against losses. 9. Engaging in Excessive Trading Activity

Recommending excessive trading in a customer's account, often referred to as "churning", is prohibited.

10. Recommend trading mutual fund positions (other than exchanges within fund families) on

a short term basis. 11. Fraudulent Activity. Engaging in fraudulent conduct is prohibited, including: (a) Fictitious Accounts. (b) Discretionary Accounts. Exercising discretion in customer accounts unless a power of attorney or equivalent document is obtained from the client and approved by the Regional Supervisor. (c) Unauthorized Transactions. (d) Theft of Customers' Funds or Securities.. (e) Forgery (f) Non-disclosure or misstatement of material facts

12. Recommending Unsuitable Transactions. [See SPM provisions regarding suitability]. 13. Recommending the purchase of any investment product through any electronic media

unless such recommendation is approved by the Compliance Department, with the exception of telephone, email, and text messaging archived through PKS. This prohibition includes, but is not limited to, social network sites such as facebook and twitter. [See NTM 10-06]

14. Making any outgoing communication with the Public [OCWP] as defined in SPM 5.11, through any electronic media unless such communication is approved by the Compliance Department, with the exception of telephone and email archived through PKS. This prohibition includes, but is not limited to, text messaging and social network sites such as facebook and twitter. [See NTM 10-06] 15. Using the PKS name or logo in any communication through social network sites such as facebook and twitter. 16. Conducting securities transactions in any state in which the Registered Representative has

not been approved by state registration authorities and listed in the CRD to conduct securities business in that state.

17. Conducting a variable product transaction in any state in which the Registered

Representative has not been approved by state insurance registration authorities and listed in the CRD to conduct securities business in that state and/or approved by state insurance licensing authorities to conduct insurance business in such state.

18. Maintaining a joint account with a customer (other than an immediate family member). 19. Accepting any gift or compensation, whether cash or non-cash, in excess of $100 on an

annual basis, from any person or entity other than PKS, except through an outside business activity for which PKS has received notice or as otherwise expressly approved by the Compliance Department in writing.

20. Accepting or giving a personal loan to a client unless such loan is in accordance with

Section 7.9. 21. Giving lectures or seminars regarding or referencing PKS or PKS brokerage services without prior Compliance Department approval;

22. Making any statement or circulating and disseminating any rumor or information that might reasonably be expected to influence the market price of any security. 23. Violating any Federal and State securities law, rule or regulation, any FINRA rule or any

provision of this SPM generally. 24. Participating in any transaction involving the sale of existing life insurance policies by

policyholders to third parties, including but not limited to life settlements or viatical settlements.

25. Communicating with PKS clients via text messages, instant messages or similar electronic messages, through social network sites or any other electronic medium that is not approved by the PKS Compliance department.

26. Sales of promissory notes to PKS Clients or any other third person. 27. Accepting cash or third party checks for customer accounts. 28. Accepting orders for account transactions from any person other than the account owner

of record, unless such person is authorized to give instructions pursuant to account document, trust document, letters testamentary or letters of administration or equivalent surrogate court authority, power of attorney, full trading authorization or limited trading authorization.

29. Preparing written research reports or recommendations on a security for dissemination to

any PKS Customer or any other third party. 30. Reproducing and giving to clients or others research material marked “broker-dealer use

only”. 31. Giving specific tax or legal advice to PKS customers or any other person. 32. Sharing directly or indirectly in the profits or losses of any PKS customer account. 33. Accepting or acting on Email or any other electronic instructions to transmit client funds

to any third party or to any location other than the client address of record, unless such instructions are verified by either:

(a) In-person or telephone conversation with the client, or

(b) Letter of Authorization signed by the client. 34. Initiating a transfer of funds from any account held directly at the issuer to any person

other than the account holder of record [See SPM 7.16(A)]. 35. Settling a case involving a PKS Account without prior authorization from the PKS

Compliance Department. 36. Sharing non-public information of any PKS customer, former customer or prospective

customer with any person except as expressly authorized by the PKS Privacy Policy. 37. Sharing with any other person (including family members) of a password that can be used

to gain access to PKS systems. (See SPM 7.5.1[H]) 38. Failing to secure encryption for any electronic device used to access non-public personal

information of any PKS client, including but not limited to desktop computers, portable computers, PDA’s and smart phones (BlackBerry, IPhone, etc.)

39. In all communications with the public, all Registered Representatives shall adhere to the standards set forth in FINRA Rule 2210(d) and (f) and as restated in these procedures at SPM 5.11 and 5.12.

40. No unregistered product may be sold by any Registered Representative unless a selling agreement is in place between PKS and the offering entity.

41. Securities that are exempt from registration with the SEC contain certain limitations marketing to public customers. Public solicitation of unregistered securities in violation of the regulations governing the applicable exemption from registration is prohibited.

42. Engaging in telephone solicitation or telemarketing unless in compliance with the provisions of SPM 7.8 infra.

43. Violating any Federal and State securities law, rule or regulation, any FINRA rule or any provision of this SPM generally.

44. No Registered Representative shall make an electronic recording of any telephone conversation without prior disclosure of such recording to all parties to the conversation.

45. Alteration of client information pertaining to suitability or other material change to an investment being made on any account application, form or other document, without obtaining client acknowledgment of the change.

46. The storage of Non-public Personal Information [PI] of PKS customers in the memory of any electronic device, unless as otherwise specifically permitted under SPM Section 19.3 [E](1).

47. Opening an additional branch office location without requesting prior permission, and receiving approval, from the PKS Compliance Department. 48. In connection with Senior Investors, defined as a person aged 72 years or older:

(a) Unapproved Senior Designations.

Registered Representatives are prohibited from using "senior designations," implying education and skills that should be of particular benefit to Senior Investors, without prior approval from the Compliance Department. See SPM Section 5.15 infra.

(b) Aggressive and/or Misleading Sales Tactics

Registered Representatives are prohibited from using aggressive or misleading sales tactics aimed at Senior Investors, including marketing campaigns that create an artificial or inappropriate sense of urgency around major decisions or commitments (e.g., the use of phrases such as “limited time offer” or “you have to sign up today”) or that heighten or exaggerate typical fears of older investors (e.g., the return of double-digit inflation or becoming financially dependent on family members).

49. Use of Email Address Not Archived by PKS for Customer/Client communications.

No Registered Representative may communicate by email with any client of PKS, any client of their RIA and/or any client of their insurance agency, through any email address which is not captured by the PKS email archiving system.

50. Refusal of, or failure to request, on behalf of any customer, a breakpoint and/or volume

discount if available for a transaction. 51. Engaging in any of the following conduct with respect to social media:

(a) Posting on social media of any communication that promotes PKS or its products or services on an any social media sites and/or provider except as expressly permitted in SPM 5.11[B](3).

(b) Posting on social media of any communications that recommend a specific investment product and/or any link to specific investment products.

(c) Engaging in business communications in a social media site that has not been disclosed to the PKS Compliance Department.

(d) Posting on Social media sites that automatically erase or delete the content of an

electronic communication

(e) Entering any of the following data elements into a LinkedIn profile as they cannot be archived in the Global Relay Email Archiving System:

• Honors and Awards • Projects • Test Scores • Organizations • Courses

(f) Tweeting with Twitter Card Option in a Twitter profile as this cannot be archived

in the Global Relay Email Archiving System. 52. Contracting with any third-party vendors for distribution of OCWP via e-mail that are

unable to archive such distribution through PKS’ e-mail archiving platform. 53. Engaging in any transactions with clients including, but not limited to, financial and real

estate transactions, without PKS prior approval. 54. Corresponding with PKS clients via written communication in any language other than

English. 55. Communicating with Former Customers without following SPM Section 9.12. 56. Changing email hosting provider without notifying the PKS IT Department or

Compliance Department. 57. Sending emails that contain encrypted documents. All documents that contain client

private information should be sent via an approved secure email vendor as discussed in Section 19.3 of this SPM.

58. Using “senior designations” implying education and skills that should be of particular

benefit to Senior Investors. 59. No associated person has the authority to enter into any contract on behalf of PKS

without the specific authority granted by the Board of Directors. 60. Using the terms “advisor” or “adviser” in a name or title without being registered with an

Registered Investment Advisory firm. 61. Registered Representatives are prohibited from making any recommendation prior to the

opening of an account that does not strictly comply with the requirements of Section 7.0.1 Regulation Best Interest.

62. Registered Representatives are prohibited from participation in any sales contests, sales

quotas, bonuses, and from receiving non-cash compensation that are based on the sale of specific securities, or specific types of securities. This prohibition does not apply to training or education meetings, including attendance at company-sponsored meetings such as annual conferences, provided that these meetings are not based on the sale of specific securities or type of securities.

63. Registered Representatives are prohibited from entering into any agreement with any

Customer that requires the Registered Representative to monitor an account within the meaning of Regulation Best Interest. See Infra Section 7.0.1.

64. All Registered Representatives are required to respond to requests from any of the PKS

departments in a timely manner. Failure to do so without a reasonable explanation may result in disciplinary actions that may include but is not limited to Letters of Caution, withheld commissions, monetary fines, or termination.

65. Registered Representatives are prohibited from purchasing Cryptocurrencies or other

block-chain products unless purchased through an approved PKS vendor. 6.3 Firm Policy on Insider Trading (Amended 8/2010) A. Federal Law SEC Rule 10b-5 under the Securities Exchange Act of 1934 makes it unlawful for any person to use, either directly or indirectly, material inside information that has not been publicly disseminated in connection with the purchase or sale of securities. The Insider Trading Act, passed by Congress in 1988, was promulgated to address the abuses of disclosing non-public information. This legislation listed a number of policies and procedures to be adopted by broker-dealers “reasonably designed to prevent the misuse of material non-public information.” These policies and procedures include, among other things, restricted access to files and other sources likely to contain non-public information and provisions for continuing education programs regarding insider trading. B. PKS Policy Prohibiting Insider Trading IT IS THE POLICY OF PKS THAT NO PERSONNEL (EMPLOYEES, REGISTERED REPRESENTATIVES AND OTHERS) MAY TRADE EITHER PERSONALLY OR ON BEHALF OF OTHERS OR PARTICIPATE DIRECTLY OR INDIRECTLY IN THE TRADING OF ANY SECURITY OF ANY ISSUER ABOUT WHICH THE INDIVIDUAL POSSESSES MATERIAL NON-PUBLIC INFORMATION AT OR PRIOR TO THE TIME SUCH INFORMATION IS PUBLICLY DISCLOSED AND AVAILABLE IN THE MARKETPLACE.

FURTHER, NO PERSONNEL MAY COMMUNICATE ANY MATERIAL NON-PUBLIC INFORMATION TO ANYONE OUTSIDE PKS (INCLUDING CUSTOMERS, SUPPLIERS, FAMILY MEMBERS AND OTHERS). NO SUCH INFORMATION MAY BE COMMUNICATED INSIDE PKS EXCEPT AS SPECIFICALLY AUTHORIZED BY THE COMPLIANCE DEPARTMENT. C. Material Information (1) Definition of Material Information Material information is defined as a) information which in reasonable and objective contemplation might affect the value of the issuer’s publicly traded securities, or b) information which, if known, would clearly affect investment judgment, or which directly bears on the intrinsic value of the issuer’s publicly traded securities.

(2) Examples of “Material Information”: a. Mergers, acquisitions, tender offers or restructuring; b. Securities offerings or share purchases; c. The appointment of an investment banker or signing a letter of intent with

an underwriter; d. Possible proxy fights; e. Asset valuations; f. Dividends or earnings changes (or changes in estimates); g. Significant shifts in operating or financial circumstances such as write-offs,

cash flow predictions; h. Changes in accounting methods and the like; i. Imminent change in credit rating by agency; j. Voluntary calls of debt or preferred stock issues; k. Major new products, discoveries or services or loss of any of these; l. Significant new contracts or loss of business; m. Regulatory developments (such as FDA approvals); n. Significant litigation or litigation developments; o. Extraordinary management developments; p. Forthcoming publications or articles that may affect market prices;

D. Common Violations

The most common violations of the “insider trading” rules include purchasing or selling securities on the basis of such information in any account in which one has a direct or indirect beneficial interest and “tipping” such information to anyone or using it as a basis for recommending the purchase or sale of a security (this is including, but not limited to spreading rumors).

E. Prohibition for Registered Representatives and other personnel

Persons who are in possession of any material inside information that has not been disseminated to the public are prohibited from:

1. Purchasing or selling securities for their own accounts, accounts of close relatives, or accounts over which they exercise discretion;

2. Soliciting customer’s orders to either purchase or sell the securities; or 3. Disclosing such information or any conclusions based thereon to anyone.

6.3.1 New Issue Rules FINRA Rule 5130 FINRA Rule 5130 provides that, except as otherwise permitted under the Rule, a firm (or an associated person) may not sell a new issue to an account in which a restricted person (including a broker-dealer, its associated persons and their family members) has a beneficial interest; a member firm (or an associated person) may not purchase a new issue in any account in which such firm or associated person has a beneficial interest; and a firm may not continue to hold new issues acquired as an underwriter, selling group member, or otherwise. 6.4 Private Securities Transactions ("Selling Away") [FINRA Rule 3280] (Amended 2/2016) NASD Rule 3040 was replaced by FINRA Rule 3280 on September 21, 2015. A. General

FINRA Rule 3280 is intended to provide broker-dealer supervision over private securities transactions of associated persons in connection with two types of transactions. (1) Transactions in which an associated person sells securities to public investors on behalf of another party (e.g.,as part of a private offering of limited partnership interests). (2) Transactions in securities owned by an associated person. B. Text of FINRA Rule 3280 (a) Applicability No person associated with a member shall participate in any manner in a private securities transaction except in accordance with the requirements of this Rule. (b) Written Notice Prior to participating in any private securities transaction, an associated person shall provide written notice to the member with which he is associated describing in detail the proposed transaction and the person's proposed role therein and stating whether he has received or may receive selling compensation in connection with the transaction; provided however that, in the case of a series of related transactions in which no selling compensation has been or will be received, an associated person may provide a single written notice. (c) Transactions for Compensation (1) In the case of a transaction in which an associated person has received or may receive selling compensation, a member which has received notice pursuant to paragraph (b) shall advise the associated person in writing stating whether the member: (A) approves the person's participation in the proposed transaction; or (B) disapproves the person's participation in the proposed transaction. (2) If the member approves a person's participation in a transaction pursuant to paragraph (c)(1), the transaction shall be recorded on the books and records of the member and the member shall supervise the person's participation in the transaction as if the transaction were executed on behalf of the member. (3) If the member disapproves a person's participation pursuant to paragraph (c)(1), the person shall not participate in the transaction in any manner, directly or indirectly.

(d) Transactions Not for Compensation In the case of a transaction or a series of related transactions in which an associated person has not and will not receive any selling compensation, a member which has received notice pursuant to paragraph (b) shall provide the associated person prompt written acknowledgment of said notice and may, at its discretion, require the person to adhere to specified conditions in connection with his participation in the transaction. (e) Definitions For purposes of this Rule, the following terms shall have the stated meanings: (1) "Private securities transaction" shall mean any securities transaction outside the regular course or scope of an associated person's employment with a member, including, though not limited to, new offerings of securities which are not registered with the Commission, provided however that transactions subject to the notification requirements of Rule 3210, transactions among immediate family members (as defined in Rule 2790), for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities, shall be excluded. (2) "Selling compensation" shall mean any compensation paid directly or indirectly from whatever source in connection with or as a result of the purchase or sale of a security, including, though not limited to, commissions; finder's fees; securities or rights to acquire securities; rights of participation in profits, tax benefits, or dissolution proceeds, as a general partner or otherwise; or expense reimbursements. C. Obligations of Registered Representatives under FINRA Rule 3280 (1) Applicability of Rule – Covers all private securities transactions. Rule 3280 applies to any situation in which a PKS associated person proposes to participate in any manner in a private securities transaction. (2) Definition of "Private Securities Transaction "Private securities transaction" is defined broadly and to include any securities transaction conducted away from PKS. (a) Private Placements specifically included. Private placements of new offerings, are specifically included within the definition of "private securities transaction."

(b) Excluded transactions. (i) A Registered Representative's personal transactions in investment company and variable annuity securities (ii) Transactions among a Registered Representative's immediate family members for which no selling compensation is received.

(iii) Passive Investments by Registered Representative

- Definition of Passive Investment

Passive investment is defined as a personal investment of a registered representative in an entity or investment vehicle in which the registered representative has no control over management of or investments by such entity or vehicle.

- Outside Passive Investments Request Form

Passive investments by the Registered Representatives are excluded from the definition of “Private Securities Transaction, provided that the investment is disclosed on an “Outside Passive Investments Request” form located on the PKS Website and approved by the Director of Supervision and the Compliance Department. (Added 9/2011) (3) Prior Written Notice to PKS by Registered Representative Required The rule requires prior written notice to PKS before any PKS associated person participates in any private securities transaction. Notice of intent to participate in a private securities transaction shall be delivered in writing, which may be by email, to the PKS Compliance Department at [email protected]. The notice must include the following information. (a) A detailed description of the proposed transaction and the associated person's proposed role. (b) Whether the associated person will receive "selling compensation." (4) "Selling Compensation" Defined. (i) General

The definition includes "any compensation paid directly or indirectly from whatever source in connection with or as a result of the purchase or sale of a security." (ii) Examples Provided. Commissions Finder's fees Securities Rights of participation in profits Tax benefits Dissolution proceeds as a general partner or otherwise. (iii) Examples Not Exclusive. While the examples listed above include some of the most common forms of compensation, the definition of "selling compensation" is not restricted to these examples. It includes any item of value received or to be received directly or indirectly. (iv) Status of General Partner as Red Flag. The inclusion of "general partner" in the definition of "selling compensation" is intended to address a practice in which an associated person functions as the general partner or is associated with the general partner in the formation of limited partnership. D. Compliance Department Procedure Upon Receipt of Notice from Registered Representative Upon notice that a Registered Representative intends to engage in a private securities transaction, the Compliance Department shall (1) Request and receive the offering documents, and. (2) Transmit the offering documents to the 3040 Review Committee for its review. E. 3280 Review Committee (1) Membership of Committee.

The 3280 Review Committee shall consist of the Chief Executive Officer, the Chief Operating Officer and the Chief Compliance Officer (2) Procedure Upon Request for Review of Private Securities Transaction. Upon a request for review of a private securities transaction by the Compliance Department, the 3280 Review Committee shall: (a) Convene a meeting to review and discuss the Offering Documents, (b) Perform due diligence on the offering to determine its suitability for some investors. The Committee may, in its discretion, outsource such due diligence to competent counsel. (c) Determine to either approve or disapprove the transaction. E. Procedure Upon Disapproval of the Transaction by the 3280 Review Committee. If it determines to disapprove the transaction, the 3280 Review Committee shall notify the Compliance Department by email that the transaction is disapproved. Upon notification by the 3280 Review Committee of its disapproval of the Transaction, the Compliance Department shall notify the Registered Representative by email that the transaction is disapproved, and that the Registered Representative may not participate in the transaction. F. Procedure Upon Approval of the Transaction. (1) Notification by the 3280 Review Committee. If it determines to approve the transaction, the 3280 Review Committee shall notify the Compliance Department by email that the transaction is approved. (2) Notification by Compliance Department Upon notification by the 3280 Review Committee that the transaction is approved, the Compliance Department shall (a) Notify the Registered Representative by email that the transaction is approved, and that the Registered Representative may participate in the private securities transaction, and (b) Notify the Director of SupervisionDirector of Supervision that participation in the private securities transaction has been approved.

(3) Supervision by the Director of SupervisionDirector of Supervision. (a) General. Upon notification by the Compliance Department that participation of a registered representative in a private securities transaction is approved, the Director of Supervision shall supervise the transaction. (b) Supervisory Duties.

The Director of SupervisionDirector of Supervision may delegate audits of and document review including, but not limited to, subscription agreements related to the transaction to a Regional Supervisor, competent outside counsel or a competent certified public accountant, provided that:

(i) Supervisory activities are reported to the Director of SupervisionDirector of Supervision, and (ii) Supervisory records are maintained by the Director of SupervisionDirector of Supervision. The Scope of the audits shall consist of the following items: (i) The validity and security of custodial arrangements affecting client funds; (ii) Accuracy of any published investment returns; (iii) Consistency between the offering's investment strategy as set forth in the offering documents and actual securities/investment positions. (c) Subscription Agreement Review

Prior to acceptance of client funds into a supervised fund, the supervised fund shall transmit a copy of every new Subscription Agreement for the approved funds directly to the assigned outside counsel for review and recommendation with respect to suitability of the investors. The results of the review will be forwarded to the Director of Supervision, or his designee, and she will then review all Subscription Agreements and documents related to the private securities transaction. The documents will be reviewed to confirm the following:

(i) All necessary information has been provided; and

(ii) The prospective investor meets all necessary criteria for participating in the transaction.

(iii) Suitability of the investor.

(d) Approval/Rejection

Upon completion of the review, the Director of Supervision, or his designee, shall approve or reject the transaction. (i) If approved, the Director of Supervision, or his designee, will

record such action on the books and records of the firm. (ii) If rejected, the Director of Supervision, or his designee, will notify

the Fund and receive written confirmation that all client funds have been returned to the client.

(4) Record Keeping. (a) Chief Compliance Officer It shall be the responsibility of the Chief Compliance Officer to maintain records of (i) Notices of intention to participate in private securities transactions. (ii) Approvals and Disapprovals of requests to participate in private securities transactions. (b) Director of Supervision It shall be the responsibility of the Director of Supervision to maintain records of (i) Proceedings and activities of the 3280 Review Committee; (ii) Due Diligence files for approvals and disapprovals of requests to participate in private securities transactions (iii) Audits of approved private securities transactions. (iv) All relevant records of Subscription Agreement review. (c) All records may be maintained in electronic format.

6.5 Transactions by Associated Persons of Other Broker-Dealers [FINRA Rule 3210] (Amended 9/2017) A. General FINRA Rule 3210 is intended to provide notification to a FINRA member broker-dealer of accounts of its associated persons at any other broker-dealers or any other financial institution, in which securities transactions can be effected and in which the associated person has a beneficial interest. B. Accounts Covered. Any account opened at PKS by an associated person of another broker-dealer or an account in which such associated person has a Beneficial Interest. An account with a beneficial interest is an account that is held by: (1) The associated person

(2) A child of the associated person or of the associated person’s spouse, provided that the child resides in the same household as or is financially dependent on the associated person

(3) Any other related individual over whose account the associated person has control,

(4) Any other individual over whose account the associated person has control and to whose financial support the associated person materially contributes.

C. Accounts and Transactions Not Subject to Rule 3210

The requirements of Rule 3210 do not apply to the following transactions or to accounts that are limited to transactions in such securities:

(1) Transactions in Unit Investments Trusts;

(2) Transactions in municipal fund securities as defined under MSRB Rule D-12; (3) Qualified Tuition Programs pursuant to Section 529 of the IRS Code;

(4) Variable Contracts or Redeemable securities of companies registered under the Investment Company Act;

(5) Monthly Investment Plan type accounts. D. Notice to PKS.

A prospective account holder is asked whether he or she has an association with a broker- dealer other than PKS or is a related person to an associated person of a broker dealer other than PKS, on the following account opening documents:

(1) FCCS Accounts – the FCCS Account Application (2) Accounts Held Directly with Issuer – PKS Client Profile.

(3) The Registered Representative is required to advise the Compliance Department, prior to opening an account or placing a transaction, that a prospective client is an associated person of a broker-dealer other than PKS, or is a related person to an associated person of a broker dealer other than PKS, where the Registered Representative has knowledge of such association.

E. Operations Department Procedure Where the Operations Department determines a prospective client is associated with a broker- dealer other than PKS, the Operations Department shall notify the Compliance Department by email of the other broker-dealer affiliation. F. Supervisory Review

(1) Review for Broker-Dealer Affiliation.

In approving account applications, the Regional Supervisor shall examine each application for indication of the prospective client’s affiliation with a broker-dealer other than PKS.

(2) Procedure Upon Determination of Broker-Dealer Affiliation.

Upon a determination that a prospective client is associated with a broker-dealer other than PKS, the Regional Supervisor shall notify the Compliance Department by email of the other broker-dealer affiliation

F. Compliance Department Procedure Upon receipt of notice that a prospective client is associated with a broker-dealer other than PKS, the Compliance Department shall (1) Send a letter to the employing broker-dealer

(a) Advising the other broker-dealer of the account opening at PKS and PKS’ intention to maintain such account.

(b) Advising the other broker-dealer that PKS will transmit duplicate copies of

statements, confirmations or other information with respect to such account upon request.

(2) Send a letter to the prospective account holder advising that the employing broker-dealer

has been notified of the account opening at PKS and of PKS’ intention to transmit statements, confirmations or other information with respect to such account upon request.

G. Time Frame for Procedures All procedures under subsections D, E and F of this Section shall be undertaken prior to the execution of any transaction in the associated person’s account. H. Receipt of Request from other Broker-Dealer

Upon receipt of a request from another broker-dealer for statements, confirmations or other information with respect to the PKS account of its associated person, the Compliance Department shall take appropriate steps to provide such documents to the other broker-dealer. I. Record Keeping The Compliance Department shall maintain the following records in connection with this Section. (1) A spreadsheet titled “Clients Associated with a BD” detailing and setting forth the dates of

Compliance Department actions undertaken pursuant to this Section. (2) Copies of all correspondence sent pursuant to this Section. (3) Copies of all correspondence received from other broker-dealers pursuant to this Section 6.6 Transactions by PKS Associated Persons at Other Broker-Dealers [FINRA Rule

3210] (Amended 9/2017) A. General (1) FINRA Rule 3210 requires associated persons of FINRA member broker-

dealers who intend to execute a securities transaction with another FINRA broker- dealer to provide notice of association to both members. (2) FINRA Rule 3210 requires associated persons of FINRA member broker-

dealers who intend to execute a securities transaction with a non-FINRA broker- dealer, a domestic or foreign registered investment adviser, a bank or any other financial institution, to notify the employer member and take steps to provide information to the member.

B. PKS Policy Regarding Securities Accounts of its Associated Persons.

(1) General Policy Discouraging Securities Accounts at other Financial Institutions Subject to the exceptions set forth below, PKS discourages its Associated Persons and their spouses from opening or maintaining an account for the ownership or trading of securities at any financial institution other than at PKS (2) Exceptions to General Policy Subject to the notification and approval provisions below, Registered Representatives are permitted to maintain or exercise discretion over accounts at broker-dealers other than PKS under the following circumstances. (a) Exception for Special Circumstances Shown. A PKS Registered Representative may maintain a securities account where circumstances, personal or otherwise, are shown that warrant permission for the associated person to have a securities account at a broker-dealer other than PKS. (For example, the spouse of an associated person is employed at a broker-dealer other than PKS). (b) Exception for Certain Personal Advisory Accounts

PKS Registered Representatives and family members as defined in Section 6.6(F)(2)(a) are permitted to maintain a personal accounts through a registered investment advisory (RIA) firm provided that the Registered Representative is associated with such RIA firm as an owner, indirect owner or investment advisor representative.

C. Associated Person Requirements. (1) Personal Accounts [SPM 6.6(B)(2)(a) or (b)]:

Prior to opening account or conducting transaction in the account: (a) Notify the Compliance Department of the intention to open the account, or, if in existence at the time of his/her association with PKS of the existence of the account; (b) If permission is requested pursuant to SPM 6.6(B)(2)(a), advise the Compliance Department of the special circumstances; and (c) Receive permission from the Compliance Department prior to opening or conducting transactions in the account as applicable. (2) RIA Accounts [SPM 6.6(B)(2)(c)]: Prior to Association with PKS, the prospective Registered Representative shall notify the PKS Institutional Sales Department of his/her association with the RIA. D. Form of Notices and Requests Notices and Requests must be in writing and may be by electronic mail. E. Time Frame for Procedures All notices required to be made under this Section shall be undertaken prior to any of the following events which first occurs subsequent to the Registered Representative's association with PKS: (1) The opening of an account, or (2) The execution of any transaction in the account. F. Compliance Department / Institutional Sales Department Procedure

(1) Personal accounts pursuant to SPM 6.6(B)(2)(a). (a) Compliance Department Review The Compliance Department shall review all requests pursuant to SPM 6.6(B)(2)(a), and respond in writing to the Registered Representative, either approving or denying the request. Such notification may be by electronic mail. (b) Compliance Department Procedure Upon Approval Upon approval of a request pursuant to SPM 6.6(B)(2)(a), the Compliance Department shall send a letter to the broker-dealer or other financial institution, advising such financial institution, on behalf of the registered representative, that the registered representative is an

associated person of PKS and requesting that the financial institution custodian transmit information regarding transactions undertaken by the PKS Registered Representative.

(2) Personal Accounts at an RIA pursuant to SPM 6.6(B)(2)(b). (a) Definition of Personal Account

Rule 3210 specifies accounts in which an associated person is presumed to have a beneficial interest. As such, the rule’s requirements would apply to these accounts. The associated person shall be presumed to have a beneficial interest in, and to have established, any account that is held by: (i) The spouse of the associated person (ii) A child of the associated person or of the associated person’s spouse,

provided that the child resides in the same household as or is financially dependent upon the associated person;

(iii) Any other related individual over whose account the associated person has control; or

(iv) Any other individual over whose account the associated person has control and to whose financial support the associated person

materially contributes. (b) Compliance Department Response to Request The Compliance Department shall respond to all requests pursuant to SPM 6.6(B)(2)(b) in writing to the Registered Representative, and shall approve the request unless it shall become aware of any circumstance that warrants denial of such request. Such notification may be by electronic mail. (c) Compliance Department Preliminary Procedure Upon Approval Upon approval of a request pursuant to SPM 6.6(B)(2)(b), the Compliance Department shall send a Letter to the RIA Custodian, advising such financial institution, on behalf of the registered representative, that the registered representative is an associated person of

PKS and requesting that the RIA Custodian transmit hard copy account statements or equivalent electronic access to all personal accounts as defined in SPM 6.6(F)(2)(a) above.

personal account as defined in SPM 6.6(F)(2)(a) above to detect violations of the securities laws or rules.

(3) RIA Accounts pursuant to SPM 6.6(B)(2)(c). (a) Compliance Department Notification Immediately prior to or upon association with PKS, the Institutional Sales Department shall notify the Compliance Department of the prospective registered representative's association with PKS.

(b) RIA Custodian Letter Upon notification by the Institutional Sales Department pursuant to SPM

6.6(F)(3)(a) above, the Compliance Department shall send a letter to the RIA custodian, advising the RIA custodian on behalf of the registered representative that the registered representative is an associated person of PKS and requesting that the RIA custodian transmit electronically information regarding transactions undertaken by the RIA with whom the PKS registered representative is associated as an owner, indirect owner or investment adviser representative.

Should the RIA add and/or replace their custodian while the PKS registered representatives who are associated as owners, indirect owners or investment adviser representatives are still associated with PKS, the registered representative is required to complete the “RIA Custodian Form”

and submit it to the Compliance Department. This form is located on the PKS website. (c) Review of Transaction Data Received from RIA Custodian. Pursuant to SPM Section 18.1(H), the Compliance Department shall

review transaction data received from RIA account custodians and/or paper statements or trade logs for violations with securities laws, rules and regulations.

G. Record Keeping The Compliance Department shall maintain in electronic format the following records in connection with this Section 6.6. (1) Copies of all correspondence sent and received pursuant to this Section.

(2) Transaction data received from RIA account custodians. (3) Copies of executed “RIA Custodian Forms”, if applicable. (4) Copies of account statements related to personal accounts as defined in SPM 6.6(F)(2)(a), which were reviewed pursuant to SPM 6.6(F)(2)(c), together with its findings with respect to such review. 6.7 Outside Business Activities (Amended 3/2021) A. General.

The outside business activities of registered persons is governed by FINRA Rule 3270. Registered Representatives of PKS shall not be employed by, nor accept compensation from, any person or firm as a result of any business activity, other than a passive investment (described below), outside the scope of his or her relationship with PKS, unless the provisions of Rule 3270 and this Section have been followed.,

B. Text of FINRA Rule 3270

FINRA Rule 3270 provides as follows: No registered person may be an employee, independent contractor, sole proprietor, officer, director or partner of another person, or be compensated, or have the reasonable expectation of compensation, from any other person as a result of any business activity outside the scope of the relationship with his or her member firm, unless he or she has provided prior written notice to the member, in such form as specified by the member. Passive investments and activities subject to the requirements of FINRA Rule 3280 shall be exempted from this requirement.

• • • Supplementary Material: --------------

.01 Obligations of Member Receiving Notice. Upon receipt of a written notice under Rule 3270, a member shall consider whether the proposed activity will: (1) interfere with or otherwise compromise the registered person's responsibilities to the member and/or the member's customers or (2) be viewed by customers or the public as part of the member's business based upon, among other factors, the nature of the proposed activity and the manner in which it will be offered. Based on the member's review of such factors, the member must evaluate the advisability of imposing specific conditions or limitations on a registered person's outside business activity, including where circumstances warrant, prohibiting the activity. A member also must evaluate the proposed activity to determine

whether the activity properly is characterized as an outside business activity or whether it should be treated as an outside securities activity subject to the requirements of FINRA Rule 3280. A member must keep a record of its compliance with these obligations with respect to each written notice received and must preserve this record for the period of time and accessibility specified in SEA Rule 17a-4(e)(1).

C. Definition of Outside Business Activity An outside business activity contains the following elements:

(1) The activity is any business activity outside the scope of the relationship with PKS, and

(2) where the PKS registered person is either

(a) an employee, independent contractor, sole proprietor, officer, director or partner of another person,

(b) compensated, or has a reasonable expectation of compensation, from any other person

D. Exceptions:

The following outside business activities but are not subject to the requirements of FINRA Rule 3270 or this SPM Section 6.7.

(1) Passive Investments

Passive investments are exempt from the requirement of this section. Passive investments are investments from which an individual receives income but for which he or she performs no service. Examples would include interest on investments or income from a corporation of which the person is a passive shareholder. Passive investments need not be reported unless maintained or custodied at an outside brokerage firm (See Rule 3210 and Sections 6.5 and 6.6 infra).

(2) Private Securities Transactions subject to the requirements of FINRA Rule 3280 E. Cryptocurrency Registered representatives acting in their capacity as an Investment Advisor Representative for unaffiliated RIA firms that intend to advise clients in cryptocurrency will be required to disclose this to PKS and use a PKS approved vendor. Prior to engaging with a

cryptocurrency vendor, Registered Representatives will be required to complete an Outside Business Activity (OBA) Form and submit to the compliance department for approval. F. Notice Requirements

Notice of outside business activities shall be submitted by the following persons and in the required time frames as follows:

(1) Prior to engaging in the outside business activity – by any PKS registered person

who desires to engage in an outside business activity

(2) Prior to association with PKS – by any person desiring association with PKS as a registered person, who is currently engaged in an outside business activity and wishes to continue engaging in such business activity following association with PKS

G. Form of Notice Requirements

(1) OBA Form or Equivalent Required

Notice under this Section shall be in writing and on the OBA Form.

(2) OBA Form Location

The OBA Form is available on the PKS Website in the ‘Forms and Procedures’ section under ‘Compliance’, on the PKS Resource Home Page.

(3) OBA Form for Additional Outside Business Activities.

A separate OBA Form must be completed for each outside business activity.

(4) Time Frame for Notice

Notice on the OBA form must be provided by a PKS registered person prior to engaging in an outside business activity, or in the alternative, as an equivalent form, the Registered Rep Questionnaire Form and Form U4 by a prospective registered person prior to association with PKS.

(5) Submission to Compliance Department

Every OBA Form or its equivalent for prospective registered representatives shall be submitted to the Compliance Department for filing and approval.

H. Compliance Department Procedure

(1) Factors Considered

Upon receipt of an OBA Form from a Registered Representative, or equivalent from prospective registered representative, the Compliance Department shall approve the activity, unless it appears one or more of the following applies to the requested outside business activity: (a) the proposed activity violates a FINRA rule.

(b) the proposed activity will interfere with or otherwise compromise the

registered person's responsibilities to PKS and/or PKS customers.

(i) the nature of the proposed activity and

(ii) the manner in which it will be offered.

(d) the proposed activity constitutes a private securities transaction as defined

by FINRA Rule 3280. The following items shall be considered in making this determination: (i) Nature of the transaction: Does the transaction involve a security,

as defined in the Exchange Act.

(ii) Is the registered person an owner of the activity (iii) Offering documents, if any, for the activity (iv) Corporate and/or Partnership documents regarding the activity, if

any (v) Method of compensation for the transaction, with particular

attention to whether the compensation constitutes commissions; finder's fees; securities or rights to acquire securities; rights of participation in profits, tax benefits, or dissolution proceeds, as a general partner or otherwise; or expense reimbursements.

(vi) Is the activity engaged in funding activities

(vii) With respect to investment advisory activities, review of

(A) Sample investment advisory agreement

(B) Advisory firm Form ADV (C) Advisory firm brochure

(D) Advisory firm disclosure brochure for prospective registered person

(E) Custodial arrangement with non-broker-dealer custodians,

if any (F) Relationship with hedge funds or other private funds, if any

(2) Compliance Department OBA Checklist

To document compliance with the provisions of Rule 3270 and this SPM Section 6.7, the Compliance Department shall complete the “Compliance Department OBA Checklist” Form in connection with every OBA request. This form shall incorporate all of the factors set forth in SPM 6.7[G](1) above, together with such additional factors that may in the future appear prudent to include in the checklist by the 3280 Committee or the Compliance Department. A specimen of the form is set forth in SPM 6.7 [H] below

(3) Notice to Registered Representative

(a) Referral to 3280 Committee

In appropriate cases and in accordance with the Compliance Department OBA Checklist (SPM 6.7[H] below), the Compliance Department shall refer the matter to the 3280 Committee for consideration and action as appropriate. Upon such referral, the 3280 Committee shall approve or deny approval for the activity in accordance with the provisions of SPM 6.4. In its consideration of the activity, the 3280 Committee shall consider the items set forth in SPM 6.7[G](1) above and the Compliance Department OBA checklist, and upon approval shall provide a written explanation for its decision, which may be recorded in the Committee minutes and maintained electronically.

(b) Compliance Department Approval of Activity

The Compliance Department shall approve the proposed activity where it

does not appear that the proposed activity is required to be referred to the 3280 Committee under falls into the parameters set OBA Checklist (SPM 6.7[H] below). .

Upon approval of an OBA by the 3280 Committee or the Compliance

Department, the Compliance Department shall notify the Registered Representative of such approval by email. Such email transmittal shall clearly identify the approved activity and shall incorporate the following language in the email transmittal to the Registered Representative:

“Please be advised that the referenced outside business activity is hereby approved by the Compliance Department, as it appears that such activity does/will not (1) violate any FINRA rule, (2) interfere with or otherwise compromise your responsibilities to PKS and/or PKS customers; (3) be viewed by PKS customers or the public as part of PKS’ business based upon the nature of the proposed activity and/or the manner in which it will be offered or (4) constitute a private securities transaction as defined byFINRA Rule 3280.

It is your responsibility to immediately notify the Compliance Department in the event any factors or circumstances arise or come to your attention that would make this statement inaccurate.”

The Compliance Department shall deny the outside business activity for those in which a conflict of interest is present. Upon denial of an OBA by the 3280 Committee or the Compliance Department, the Compliance Department shall notify the Registered Representative of such denial by email. Such email transmittal shall clearly identify the denied activity and shall incorporate the following language in the email transmittal to the Registered Representative:

“Please be advised that the referenced outside business activity has been denied by the Compliance Department, as it appears that such activity does either (1) violate a FINRA rule, (2) interfere with or otherwise compromise your responsibilities to PKS and/or PKS customers; (3) be viewed by PKS customers or the public as part of PKS’ business based upon the nature of the proposed activity and/or the manner in which it will be offered or (4) constitute a private securities transaction as defined by FINRA Rule 3280.

(d) Enforcement of Denial

To ensure that the registered representative does not subsequently become involved in the outside business activity after denial, the Compliance Department will take the following measures to assure compliance:

i. All denied OBAs shall be maintained in the “Denied OBAs”

database. ii. The Compliance Department will conduct subsequent reviews

through internet searches and enhanced email reviews to ascertain whether or not the registered representative associated with the outside business.

iii. Further review shall be conducted as part of the Annual Internal Audit of the firm.

(4) OBAs in Which Finances are Managed In the case of an OBA where the registered representative will be involved in the managing or advising of the finances of the entity, a quarterly review of such accounts shall be conducted pursuant to Section 6.6(F)(2)(d) of this SPM.

(5) Form U4 Amendment

Upon approval of an outside business activity, the Compliance Department shall amend the Form U4 filing of the Registered Representative to reflect such outside business activity.

(6) Continuing Inquiry regarding Outside Business Activities

The Compliance Department shall make inquiry of every Registered Representative regarding the existence of any non-disclosed outside business activities during the Annual Compliance Meeting, and at every branch office

audit.

(7) Record Keeping

(a) Form U4

The Compliance Department shall maintain records of the outside business activities of every Registered Representative on the Form U4. Such records may be maintained electronically.

(b) OBA Forms

The Compliance Department shall maintain records of every OBA form filed by every Registered Representative. Such record may be maintained electronically.

The Compliance Department shall maintain records of every Compliance Department OBA Checklist completed in conjunction with the OBA form filed by every Registered Representative. Such record may be maintained electronically.

(d) Communications with Registered Representatives

Compliance Department shall maintain records of every other communication with a Registered Representative pursuant to this section. Such record may be maintained electronically

I. Specimen Compliance Department OBA Checklist

COMPLIANCE DEPARTMENT OBA CHECKLIST

Registered Representative Name _________________________________________________________

Proposed Outside Business Activity ______________________________________________________

Date Form Received: _____/_____/______

(Separate checklists must be completed for each OBA Form)

The OBA Form or its equivalent is required for all requests. For an OBA that is a RIA, the Form ADV, a sample advisory agreement, RIA Firm Brochure and individual IAR Brochure must be submitted. For all other OBAs, Corporate, Partnership or Offering Documents and all other relevant documents must be submitted. Check which of the following documents that were received and reviewed:

OBA Form [Attached] Corporate, Partnership or Offering Documents RIA Firm Form ADV Part 1 Sample investment advisory agreement RIA Firm Brochure [Form ADV Part 2A] IAR Disclosure Brochure for RIA associated person [Form ADV Part 2B] Other _______________________________________________________ Other _______________________________________________________

Rule 3270 Considerations:

Based upon the documents and reviewed and communications with the [prospective] registered person,

1. Does the proposed activity violate a FINRA rule? Yes No

2. Is there any indication that the proposed activity will interfere with or otherwise compromise the registered person's responsibilities to PKS and/or PKS customers? Yes No

3. Is there any likelihood that the proposed activity will be viewed by PKS customers or the public

as part of PKS’ business based upon the nature of the proposed activity? Yes No

4. Is there any likelihood that the proposed activity will be viewed by PKS customers or the public as part of PKS’ business based upon the manner in which it will be offered? Yes No

If the answer to any of the Questions 1 through 4 above is yes, refer to 3280 Committee for review.

Rule 3280 Considerations Based upon the documents reviewed and communications with the [prospective] registered person,

5. Does the activity or any related transaction(s) involve a security, as defined in the Exchange Act? If no, no Rule 3280 consideration is necessary, and the OBA can be processed under Questions 1- 4 above. If yes, proceed to the following questions. Yes No

6. Is compensation received for the activity? If no, process under Questions 1-4 above. If yes,

proceed to the following questions. Yes No

7. Is the registered person an owner of the activity, other than a RIA [generally a private fund]? Yes No

8. Could the method of compensation for the transaction be reasonably characterized as

commissions; finder's fees; securities or rights to acquire securities; rights of participation in profits, tax benefits, or dissolution proceeds, as a general partner or otherwise; or expense reimbursements? Yes No

9. Does the activity engage in funding activities? Yes No

If the proposed activity is association with a RIA firm, check each box below as indicated. If not, leave this and all boxes below blank. Did any of the documents reviewed or communications with the [prospective] registered person contain any evidence of:

10. References to compensation other than fee based advisory compensation? Yes No

11. Relationship with other entities, other than strictly advisory activities? Yes No 12. Any Custodial arrangements with non-broker-dealer custodians? Yes No

13. Any relationships with hedge funds or other private funds custodians listed in the Form ADV or firm brochure? Yes No

If the answer to any of the Questions 7 through 13 above is yes, refer to 3280 Committee for review.

OBA IS APPROVED

OBA IS TEMPORARILY APPROVED FOR 30 DAYS

DOCUMENTS REQUIRED: ___________________________________________

OBA IS TEMPORARILY DENIED: REFERRED TO 3280 COMMITTEE FOR REVIEW

OBA IS DENIED. Reason for denial: ___________________________________________

Compliance Officer Name: ______________________________________________________

Date: _____/_____/______

If the OBA was temporarily approved or denied, set forth final disposition below.

OBA IS APPROVED. Reason for Approval:______________________________________

OBA IS DENIED. Reason for denial: ___________________________________________

Compliance Officer Name: ______________________________________________________

Date: _____/_____/______

Section 6.8 Registered Representatives Acting as Trustee

(Amended 2/2021)

A. FINRA Rule 2060 FINRA Rule 2060 categorizes a trustee as one who is acting in a fiduciary capacity and prohibits the use of such information for the purposes of soliciting purchases, sales or exchanges except at the request and on behalf of the issuer.

B. FINRA Rule 3241 FINRA Rule 3241 requires Member firms to affirmatively address Registered Representatives named as beneficiaries, receiving bequeathments, or named as trustee on Customer accounts.

(1) Customers as defined by § 1023.220, include the following: (i) A person that opens a new account; and (ii) An individual who opens a new account for:

(a) A person who lacks legal capacity; or (b) An entity that is not a legal person.

(2) Customers do not include:

(i) A financial institution regulated by a Federal functional regulator or a bank regulated by a state bank regulator;

(ii) A person described in § 1020.315(b)(2) through (4) in this Chapter; or (iii) A person that has an existing account with the broker-dealer provided the broker-

dealer has a reasonable belief that it knows the true identity of the person.

(3) For the purposes of this rule Registered Representatives being named as Trustees on Customer accounts, Registered Representative relationships with the Customer at any previous member firm in the prior six months may also be reviewed.

(4) Immediate family members of Registered Representatives must also receive approval to act as a trustee for the Registered Representative’s Customers.

(5) Customers who are also immediate family members are exempt from this rule.

(6) A Registered Representative that is not assigned any customer accounts is not subject to this rule.

C. Notification to Compliance Department

As discussed in Section 6.1(A)(4)(A)(4) infra, Registered Representatives must notify the Compliance Department in writing prior to opening an account in which they are acting as a trustee.

D. Form of Notices and Requests

Notices and Requests must be submitted by completing the “Request for Permission to Become a Trustee” form located on the PKS Website in the Forms Library and may be by electronic mail.

E. Time Frame for Procedures

All notices required to be made under this Section shall be undertaken prior to any of the following events which first occurs subsequent to the Registered Representatives’ association with PKS: (1) The opening of an account, or (2) The execution of any transaction in the account.

F. Compliance Department Procedure (1) Compliance Department Review

The Compliance Department shall review all requests and respond in writing to the Registered Representative, either approving or denying the request. Such notification may be by electronic mail.

(2) Compliance Department Procedure Upon Approval

Upon approval of a request, the Compliance Department shall send a letter to the broker-dealer or other financial institution, advising such financial institution, on behalf of the registered representative, that the registered representative is an associated person of PKS, has been named Trustee on the account, and requesting that the financial institution custodian transmit information regarding transactions performed in the trust account.

(3) Compliance Department Review of Accounts

The Compliance Department shall conduct a periodic review of every account in which a Registered Representative acts as a Trustee to detect violations of the securities laws or rules.

G. Record Keeping

The Compliance Department shall maintain in electronic format the following records in

connection with this Section 6.8. (1) Copies of all correspondence sent and received pursuant to this Section. (2) Transaction data received from account custodians. (3) Copies of executed “Request for Permission to Become a Trustee” and supporting

Outside Business Activity request form.

(4) Copies of account statements related to trust accounts, which were reviewed pursuant to SPM 6.8(E)(3), together with its findings with respect to such review.

6.9 Political Activities and Political Contributions by Registered Representatives (Added 1/2020)

A. Political Activities

(1) Prior to taking part in any political activity, the associated person shall first contact the Compliance Department as to the scope of the engagement.

(2) An associated person of PKS may run for and/or hold an elective or appointive office provided the associated person:

a. Provides full disclosure to the Compliance Department concerning:

i. the time involved;

ii. the nature of compensation to be received, if any;

iii. the nature of the activities to be undertaken while in office;

iv. if appointed, the appointment process and the parties involved;

v. whether the associated person provides services on behalf of PKS to any governmental entity over which the elective or appointive office has supervision and/or jurisdiction; and

vi. whether the elective or appointive office is affiliated in any manner with an issuer of securities.

b. Submit an OBA form requesting such activity.

c. Receives the prior written approval of the Compliance Department to engage in campaigning for office and/or to hold such office.

(3) Restrictions on Campaigning and/or Holding Office

a. When engaging in fundraising activities for a candidacy, an associated person shall ensure that their activities cannot be viewed as connected with their position at PKS;

b. The associated person shall not use their association with PKS resources for purposes of fundraising and/or campaigning (e.g., PKS email, telephone number).

(4) Disclosure of political contributions to PKS

a. All registered representatives of PKS are required to notify the PKS Compliance Department of any political contributions, regardless of the amount.

(5) Required Disclosure to the MSRB Board

a. PKS will submit a form G-37 each calendar quarter to the MSRB board that will contain any contributions made by registered representatives that fall under MSRB Rule G-37 that require disclosure.

B. Political Contributions: MSRB Rule G-37 [Text of the Rule]

The latest version of this rule was introduced with the filing of SR-MSRB-2015-14 which has been approved by the SEC. This rule becomes effective on August 17,2016

(a) Purpose. The purpose and intent of this rule are to ensure that the high standards and integrity of the municipal securities market are maintained, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to perfect a free and open market and to protect investors, municipal entities, obligated persons and the public interest by:

(i) prohibiting brokers, dealers and municipal securities dealers (collectively, “dealers”) from engaging in municipal securities business and municipal advisors from engaging in municipal advisory business with municipal entities if certain political contributions have been made to officials of such municipal entities; and

(ii) requiring dealers and municipal advisors to disclose certain political contributions, as well as other information, to allow public scrutiny of such political contributions, the municipal securities business of dealers and the municipal advisory business of municipal advisors.

(b) Ban on Municipal Securities Business or Municipal Advisory Business; Excluded Contributions.

(i) Two-Year Ban.

(A) Brokers, Dealers and Municipal Securities Dealers. No dealer shall engage in municipal securities business with a municipal entity within two years after a contribution to an official of such municipal entity with dealer selection influence, as defined in paragraph (g)(xvi)(A) of this rule, made by the dealer; a municipal finance professional of the dealer; or a political action committee controlled by either the dealer or a municipal finance professional of the dealer.

(B) Municipal Advisors. No municipal advisor (excluding a municipal advisor third-party solicitor) shall engage in municipal advisory business with a municipal entity within two years after a contribution to an official of such municipal entity with municipal advisor selection influence, as defined in paragraph (g)(xvi)(B) of this rule, made by the municipal advisor; a municipal advisor professional of the municipal advisor; or a political action committee controlled by either the municipal advisor or a municipal advisor professional of the municipal advisor.

(1) Municipal Advisor Third-Party Solicitors. No municipal advisor third-party solicitor shall engage in municipal advisory business with a municipal entity within two years after a contribution to an official of such municipal entity with dealer selection influence, municipal advisor selection influence or investment adviser selection influence, as defined in paragraph (g)(xvi)(A), (B) or (C) of this rule, as applicable, made by the municipal advisor third-party solicitor; a municipal advisor professional of the municipal advisor third-party solicitor; or a political action committee controlled by either the municipal advisor third-party solicitor or a municipal advisor professional of the municipal advisor third-party solicitor.

(2) Regulated Entity Clients of a Municipal Advisor Third-Party Solicitor. If a contribution is made by a municipal advisor third-party solicitor; a municipal advisor professional of the municipal advisor third-party solicitor; or a political action committee controlled by either the municipal advisor third-party solicitor or a municipal advisor professional of the municipal advisor third-party solicitor, the following shall apply.

(a) In the case of an engagement of the municipal advisor third-party solicitor by a dealer to solicit a municipal entity on behalf of the dealer, if the contribution is made to an official of a municipal entity with dealer selection influence, the prohibition on municipal securities business in paragraph (b)(i)(A) of this rule shall apply to the retaining dealer for two years following the contribution.

(b) In the case of an engagement of the municipal advisor third-party solicitor by a municipal advisor to solicit a municipal entity on behalf of the municipal advisor, if the contribution is made to an official of a municipal entity with municipal advisor selection influence, the prohibition on municipal advisory business in paragraph (b)(i)(B) of this rule shall apply to the retaining municipal advisor for two years following the contribution.

(D) Cross-Bans for Dealer-Municipal Advisors. In the case of a regulated entity that is both a dealer and a municipal advisor (a “dealer-municipal advisor”), the prohibition on municipal securities business in subsection (b)(i) of this rule shall also apply in the case of a contribution to an official of a municipal entity with dealer selection influence by a municipal advisor professional of the dealer-municipal advisor or a political action committee controlled by a municipal advisor professional of the dealer-municipal advisor; and the prohibition on municipal advisory business in subsection (b)(i) of this rule shall also apply in the case of a contribution to an official of a municipal entity with municipal advisor selection influence by a municipal finance professional of the dealer- municipal advisor or a political action committee controlled by a municipal finance professional of the dealer-municipal advisor.

(E) Orderly Transition Period. A dealer or municipal advisor that is engaging in municipal securities business or municipal advisory business with a municipal entity and during the period of the engagement becomes subject to a prohibition under subsection (b)(i) of this rule may, notwithstanding such prohibition, continue to engage in the municipal securities business or municipal advisory business (except soliciting), as applicable, to allow for an orderly transition to another entity to engage in such business and, where applicable, to allow a municipal advisor to act consistently with its fiduciary duty to the municipal entity; provided, however, that such transition period must be as short a period of time as possible and that the prohibition under subsection (b)(i) of this rule shall be extended by the duration of the orderly transition period.

(ii) Excluded Contributions. A contribution to an official of a municipal entity will not subject a dealer or municipal advisor to a ban on business under subsection (b)(i) of this rule if the contribution meets the specific conditions of an exclusion set forth below.

(A) Voting Right/De Minimis Contribution. The contribution is made by a municipal finance professional or municipal advisor professional who is entitled to vote for the official of the municipal entity and the contribution and any other contribution made to the official of the municipal entity by such person in total do not exceed $250 per election.

(B) Contributions Made Before Becoming a Dealer Solicitor or Municipal Advisor Solicitor. The contribution is made by a natural person who: (1) at the time of the contribution was not a municipal finance professional or municipal advisor professional; (2) became and is a municipal finance professional, or municipal advisor professional, or both, solely on the basis of being a dealer solicitor and/or municipal advisor solicitor; and (3) since becoming a municipal finance professional and/or municipal advisor

professional has not solicited the municipal entity; provided, however, that this non- solicitation condition is not required for this exclusion after two years have elapsed since the making of the contribution.

(C) Contributions Made by Certain Persons More Than Six Months Before Becoming a Municipal Finance Professional or Municipal Advisor Professional. The contribution is made by a person who is either or both of the following: (1) a municipal finance professional solely based on activities as a municipal finance principal, dealer supervisory chain person, or dealer executive officer, and the contribution was made more than six months before becoming a municipal finance professional or; (2) a municipal advisor professional solely based on activities as a municipal advisor principal, municipal advisor supervisory chain person, or municipal advisor executive officer, and the contribution was made more than six months before becoming a municipal advisor professional.

(i) Contributions. No dealer or municipal finance professional of the dealer shall solicit any person (including but not limited to any affiliated entity of the dealer) or political action committee to make any contribution, or coordinate any contributions, to an official of a municipal entity with dealer selection influence with which municipal entity the dealer is engaging, or is seeking to engage in municipal securities business. No municipal advisor or municipal advisor professional of the municipal advisor shall solicit any person (including but not limited to any affiliated entity of the municipal advisor) or political action committee to make any contribution, or coordinate any contributions, to an official of a municipal entity with municipal advisor selection influence with which municipal entity the municipal advisor is engaging, or is seeking to engage in municipal advisory business. In the case of a municipal advisor third-party solicitor, the prohibition on soliciting and coordinating contributions in this subsection (c)(i) shall apply to the solicitation or coordination of contributions to an official of a municipal entity with dealer selection influence, municipal advisor selection influence or investment adviser selection influence, as defined in paragraph (g)(xvi)(A), (B), or (C) of this rule, as applicable, by the municipal advisor third-party solicitor, or any municipal advisor professional of the municipal advisor third-party solicitor. In the case of a dealer- municipal advisor, the prohibition on soliciting and coordinating contributions in this subsection (c)(i) shall apply to the solicitation or coordination of contributions to an official of a municipal entity with dealer selection influence or an official of a municipal entity with municipal advisor selection influence by the dealer-municipal advisor, any municipal finance professional of the dealer-municipal advisor and any municipal advisor professional of the dealer-municipal advisor.

(ii) Payments. No dealer, municipal advisor, municipal finance representative, municipal advisor representative, dealer solicitor, municipal advisor solicitor, municipal finance principal or municipal advisor principal shall solicit any person (including but not limited to any affiliated entity of the dealer or municipal advisor) or political action committee to make any payment, or coordinate any payments, to a political party of a state or locality

where the dealer or municipal advisor is engaging, or is seeking to engage in municipal securities business or municipal advisory business, as applicable.

(d) Prohibition on Circumvention of Rule. No dealer, municipal advisor, municipal finance professional or municipal advisor professional shall, directly or indirectly, through or by any other person or means, do any act which would result in a violation of sections (b) or (c) of this rule.

(e) Required Disclosure to Board.

(i) Each regulated entity must submit to the Board by the last day of the month following the end of each calendar quarter (these dates correspond to January 31, April 30, July 31 and October 31) Form G-37 containing, in the prescribed format, the following information:

(A) for any contribution to an official of a municipal entity (other than a contribution made by a municipal finance professional, municipal advisor professional, non-MFP executive officer or non-MAP executive officer of the regulated entity to an official of a municipal entity for whom such person is entitled to vote if all contributions by such person to such official of a municipal entity, in total, do not exceed $250 per election) and payments to political parties of states and political subdivisions (other than a payment made by a municipal finance professional, municipal advisor professional, non-MFP executive officer or non-MAP executive officer of the regulated entity to a political party of a state or political subdivision in which such person is entitled to vote if all payments by such person to such political party, in total, do not exceed $250 per year) made by the persons and entities described in subparagraph (e)(i)(A)(2) below:

(1) listing by state, the name and title (including any city/county/state or political subdivision) of each official of a municipal entity and political party that received a contribution or payment during such calendar quarter;

(2) the contribution or payment amount made and the contributor category for such contributions or payments during such calendar quarter, as specified below:

(a) If a regulated entity, the identity of the contributor as a dealer and/or municipal advisor (disclose all applicable categories);

(b) If a natural person, the identity of the contributor as a municipal finance professional, municipal advisor professional, non-MFP executive officer or non-MAP executive officer of the regulated entity (disclose all applicable categories); or

(c) If a political action committee, the identity as a political action committee controlled by the regulated entity or any municipal

finance professional or municipal advisor professional of the regulated entity;

(B) for any contribution to a bond ballot campaign (other than a contribution made by a municipal finance professional, municipal advisor professional, non- MFP executive officer or non-MAP executive officer of the regulated entity to a bond ballot campaign for a ballot initiative with respect to which such person is entitled to vote if all contributions by such person to such bond ballot campaign, in total, do not exceed $250 per ballot initiative) made by the persons and entities described in subparagraph (e)(i)(B)(2) below:

(1) listing by state, the official name of each bond ballot campaign receiving a contribution during such calendar quarter, and the jurisdiction (including city/county/state or political subdivision) by or for which municipal securities, if approved, would be issued;

(2) the contribution amount (which, in the case of in-kind contributions, must include both the value and the nature of the goods or services provided, including any ancillary services provided to, on behalf of, or in furtherance of the bond ballot campaign), the specific date on which the contribution was made, and the contributor category for such contributions during such calendar quarter as specified below:

(a) If a regulated entity, the identity of the contributor as a dealer and/or municipal advisor (disclose all applicable categories);

(c) If a political action committee, the identity as a political action committee controlled by the regulated entity or any municipal finance professional or municipal advisor professional of the regulated entity;

(3) the full name of the municipal entity and full issue description of any primary offering resulting from the bond ballot campaign to which a contribution required to be disclosed pursuant to paragraph (e)(i)(B) of this rule has been made, or to which a contribution has been made by a municipal finance professional, municipal advisor professional, non-MFP executive officer or non-MAP executive officer during the period beginning two years prior to such person acquiring such status that would have been required to be disclosed if such person had acquired such status at the time of such contribution and the reportable date of selection on which the regulated entity was selected to engage in the municipal securities business or municipal advisory business, reported in the

calendar quarter in which the closing date for the issuance that was authorized by the bond ballot campaign occurred; and

(4) any payment or reimbursement, related to any contribution to any bond ballot campaign received by the regulated entity or any of its municipal finance professionals or municipal advisor professionals from any third party that are required to be disclosed pursuant to paragraph (e)(i)(B) of this rule, including the amount paid and the name of the third party making such payment or reimbursement.

(C) listing by state, the municipal entities with which the regulated entity has engaged in municipal securities business or municipal advisory business during such calendar quarter, along with the type of municipal securities business or municipal advisory business, and, in the case of municipal advisory business engaged in by a municipal advisor third-party solicitor, the listing of the type of municipal advisory business shall be accompanied by the name of the third party on behalf of which business was solicited and the nature of the business solicited (municipal securities business, municipal advisory business and/or investment advisory services—disclose all applicable categories);

(D) any information required to be included on Form G-37 for such calendar quarter pursuant to subsection (e)(iii) of this rule;

(E) such other identifying information required by Form G-37; and

(F) whether any contribution listed in this subsection (e)(i) of this rule is the subject of an automatic exemption pursuant to section (j) of this rule, and the date of such automatic exemption.

The Board shall make public a copy of each Form G-37 received from any regulated entity.

(ii) No regulated entity shall be required to submit Form G-37 to the Board for any calendar quarter in which either:

(A) such regulated entity has no information that is required to be reported pursuant to paragraphs (e)(i)(A) through (D) of this rule for such calendar quarter; or

(B) such regulated entity has not engaged in municipal securities business or municipal advisory business, but only if such regulated entity:

(1) had not engaged in municipal securities business or municipal advisory business during the seven consecutive calendar quarters immediately preceding such calendar quarter; and

(2) has submitted to the Board completed Form G-37x setting forth, in the prescribed format, (a) a certification to the effect that such regulated entity did not engage in municipal securities business or municipal advisory

business during the eight consecutive calendar quarters immediately preceding the date of such certification, (b) certain acknowledgments as are set forth in said Form G-37x regarding the obligations of such regulated entity in connection with Forms G-37 and G-37x under subsection (e)(ii) of this rule and Rule G-8(a)(xvi) or Rule G-8(h)(iii), as applicable, and (c) such other identifying information required by Form G- 37x; provided, however, that if a regulated entity has engaged in municipal securities business or municipal advisory business subsequent to the submission of Form G-37x to the Board, such regulated entity shall be required to submit a new Form G-37x to the Board in order to again qualify for an exemption under this clause (B). The Board shall make public a copy of each Form G-37x received from any regulated entity.

(iii) If a regulated entity engages in municipal securities business or municipal advisory business during any calendar quarter after not having reported on Form G-37 the information described in paragraph (e)(i)(A) of this rule for one or more contributions or payments made during the two- year period preceding such calendar quarter solely as a result of paragraph (e)(ii)(B) of this rule, such regulated entity shall include on Form G-37 for such calendar quarter all such information (including year and calendar quarter of such contribution(s) or payment(s)) not so reported during such two-year period.

(iv) A regulated entity that submits Form G-37 or Form G-37x to the Board shall submit an electronic version of such form to the Board in such format and manner specified in the current Instructions for Forms G-37, G-37x and G-38t.

(f) Voluntary Disclosure to Board. The Board will accept additional information related to contributions made to officials of municipal entities and bond ballot campaigns and payments made to political parties of states and political subdivisions voluntarily submitted by regulated entities or others, provided that such information is submitted otherwise in accordance with section (e) of this rule.

(g) Definitions.

(i) “Regulated entity” means a dealer or municipal advisor and “regulated entity,” “dealer” and “municipal advisor” exclude the entity’s associated persons.

(ii) “Municipal finance professional” means:

(A) any “municipal finance representative” - any associated person primarily engaged in municipal securities representative activities, as defined in Rule G- 3(a)(i), other than sales activities with natural persons;

(B) any “dealer solicitor” - any associated person who is a municipal solicitor as defined in paragraph (g)(xiii)(A) of this rule;

(C) any “municipal finance principal” - any associated person who is both (1) a municipal securities principal or a municipal securities sales principal; and (2) a

supervisor of any municipal finance representative (as defined in paragraph (g)(ii)(A) of this rule) or dealer solicitor (as defined in paragraph (g)(ii)(B) of this rule);

(D) any “dealer supervisory chain person” - any associated person who is a supervisor of any municipal finance principal up through and including, in the case of a dealer other than a bank dealer, the Chief Executive Officer or similarly situated official and in the case of a bank dealer, the officer or officers designated by the board of directors of the bank as responsible for the day-to-day conduct of the bank’s municipal securities dealer activities, as required by Rule G- 1(a)(1)(A); or

(E) any “dealer executive officer” - any associated person who is a member of an executive or management committee (or similarly situated official) of a dealer (or, in the case of a bank dealer, the separately identifiable department or division of the bank, as defined in Rule G-1(a)); provided, however, that if the persons described in this paragraph are the only associated persons of the dealer meeting the definition of municipal finance professional, the dealer shall be deemed to have no municipal finance professionals.

Each person designated by the dealer as a municipal finance professional pursuant to Rule G- 8(a)(xvi) is deemed to be a municipal finance professional and shall retain this designation for one year after the last activity or position which gave rise to the designation.

(iii) “Municipal advisor professional” means:

(A) any “municipal advisor representative” – any associated person engaged in municipal advisor representative activities, as defined in Rule G-3(d)(i)(A);

(B) any “municipal advisor solicitor” – any associated person who is a municipal solicitor (as defined in paragraph (g)(xiii)(B) of this rule) (or in the case of an associated person of a municipal advisor third-party solicitor, paragraph (g)(xiii)(C) of this rule);

(C) any “municipal advisor principal” – any associated person who is both: (1) a municipal advisor principal (as defined in Rule G-3(e)(i)); and (2) a supervisor of any municipal advisor representative (as defined in paragraph (g)(iii)(A) of this rule) or municipal advisor solicitor (as defined in paragraph (g)(iii)(B) of this rule);

(D) any “municipal advisor supervisory chain person” – any associated person who is a supervisor of any municipal advisor principal up through and including, in the case of a municipal advisor other than a bank municipal advisor, the Chief Executive Officer or similarly situated official, and, in the case of a bank municipal advisor, the officer or officers designated by the board of directors of the bank as responsible for the day-to-day conduct of the bank’s municipal advisory activities, as required by 17 CFR 240.15Ba1-1(d)(4)(i); or

(E) any “municipal advisor executive officer” – any associated person who is a member of the executive or management committee (or similarly situated official) of a municipal advisor (or, in the case of a bank municipal advisor, the separately identifiable department or division of the bank as defined in Section 15B(e)(4) of the Act and 17 CFR 240.15Ba1-1(d)(4)(i) thereunder); provided, however, that if the persons described in this paragraph are the only associated persons of the municipal advisor meeting the definition of municipal advisor professional, the municipal advisor shall be deemed to have no municipal advisor professionals.

Each person designated by the municipal advisor as a municipal advisor professional pursuant to Rule G-8(h)(iii) is deemed to be a municipal advisor professional and shall retain this designation for one year after the last activity or position which gave rise to the designation.

(iv) “Bank municipal advisor” means a municipal advisor that is a bank or a separately identifiable department or division of the bank as defined in Section 15B(e)(4) of the Act and 17 CFR 240.15Ba1-1(d)(4)(i) thereunder.

(v) “Bond ballot campaign” means any fund, organization or committee that solicits or receives contributions to be used to support ballot initiatives seeking authorization for the issuance of municipal securities through public approval obtained by popular vote.

(vi) “Contribution” means any gift, subscription, loan, advance, or deposit of money or anything of value made:

(A) to an official of a municipal entity:

(1) for the purpose of influencing any election for federal, state or local office;

(2) for payment of debt incurred in connection with any such election; or

(3) for transition or inaugural expenses incurred by the successful candidate for state or local office; or

(B) to a bond ballot campaign:

(1) for the purpose of influencing (whether in support of or opposition to) any ballot initiative seeking authorization for the issuance of municipal securities through public approval obtained by popular vote;

(2) for payment of debt incurred in connection with any such ballot initiative; or

(3) for payment of the costs of conducting any such ballot initiative.

(vii) “Issuer” means the governmental issuer specified in Section 3(a)(29) of the Act.

(viii) “Municipal advisor” means a municipal advisor that is registered or required to be registered under Section 15B of the Act and the rules and regulations thereunder.

(ix) “Municipal advisory business” means those activities that would cause a person to be a municipal advisor as defined in Section 15B(e)(4) of the Act, 17 CFR 240.15Ba1- 1(d)(1)-(4) and other rules and regulations thereunder, including: (A) the provision of advice to or on behalf of a municipal entity or an obligated person with respect to municipal financial products or the issuance of municipal securities, including advice with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues and (B) the solicitation of a municipal entity or obligated person, within the meaning of Section 15B(e)(9) of the Act and the rules and regulations thereunder.

(x) “Municipal advisor third-party solicitor” means a municipal advisor that is currently soliciting a municipal entity, is engaged to solicit a municipal entity, or is seeking to be engaged to solicit a municipal entity for direct or indirect compensation, on behalf of a dealer, municipal advisor or investment adviser (as defined in Section 202(a)(11) of the Investment Advisers Act of 1940) that does not control, is not controlled by, or is not under common control with the municipal advisor undertaking such solicitation.

(xi) “Municipal entity” has the meaning specified in Section 15B(e)(8) of the Act and the rules and regulations thereunder.

(xii) “Municipal securities business” means:

(A) the purchase of a primary offering (as defined in Rule A-13(f)) of municipal securities from a municipal entity on other than a competitive bid basis (e.g., negotiated underwriting);

(B) the offer or sale of a primary offering of municipal securities on behalf of any municipal entity (e.g., private placement);

(C) the provision of financial advisory or consultant services to or on behalf of a municipal entity with respect to a primary offering of municipal securities in which the dealer was chosen to provide such services on other than a competitive bid basis; and

(D) the provision of remarketing agent services to or on behalf of a municipal entity with respect to a primary offering of municipal securities in which the dealer was chosen to provide such services on other than a competitive bid basis.

(xiii) “Municipal solicitor” means:

(A) an associated person of a dealer who solicits a municipal entity for municipal securities business on behalf of the dealer;

(B) an associated person of a municipal advisor who solicits a municipal entity for municipal advisory business on behalf of the municipal advisor; or

(C) an associated person of a municipal advisor third-party solicitor who solicits a municipal entity on behalf of a dealer, municipal advisor or investment adviser (as defined in Section 202(a)(11) of the Investment Advisers Act of 1940) that does not control, is not controlled by, or is not under common control with such municipal advisor third-party solicitor.

(xiv) “Non-MAP executive officer” means an associated person in charge of a principal business unit, division or function or any other person who performs similar policy making functions for the municipal advisor (or, in the case of a bank municipal advisor, the separately identifiable department or division of the bank, as defined in Section 15B(e)(4) of the Act and 17 CFR 240.15Ba1-1(d)(4)(i) thereunder), but does not include any municipal advisor professional, as defined in subsection (g)(iii) of this rule; provided, however, that if no associated person of the municipal advisor meets the definition of municipal advisor professional, the municipal advisor shall be deemed to have no non- MAP executive officers. Each person listed by the municipal advisor as a non-MAP executive officer pursuant to Rule G-8(h)(iii) is deemed to be a non-MAP executive officer.

(xv) “Non-MFP executive officer” means an associated person in charge of a principal business unit, division or function or any other person who performs similar policy making functions for the dealer (or, in the case of a bank dealer, the separately identifiable department or division of the bank, as defined in Rule G-1(a)), but does not include any municipal finance professional, as defined in subsection (g)(ii) of this rule; provided, however, that if no associated person of the dealer meets the definition of municipal finance professional, the dealer shall be deemed to have no non-MFP executive officers. Each person listed by the dealer as a non-MFP executive officer pursuant to Rule G-8(a)(xvi) is deemed to be a non-MFP executive officer.

(xvi) “Official of such municipal entity” or “official of a municipal entity,” without further specification, means any person who meets the definition of at least one of paragraphs (g)(xvi)(A), (g)(xvi)(B), or (g)(xvi)(C) of this rule.

(A) “Official of a municipal entity with dealer selection influence” or “official of such municipal entity with dealer selection influence” means any person (including any election committee for such person) who was, at the time of the contribution, an incumbent, candidate or successful candidate: (1) for elective office of the municipal entity which office is directly or indirectly responsible for, or can influence the outcome of, the hiring by the municipal entity of a dealer for municipal securities business; or (2) for any elective office of a state or of any political subdivision, which office has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring by a municipal entity of a dealer for municipal securities business.

(B) “Official of a municipal entity with municipal advisor selection influence” or “official of such municipal entity with municipal advisor selection influence” means any person (including any election committee for such person) who was, at the time of the contribution, an incumbent, candidate or successful candidate: (1)

for elective office of the municipal entity which office is directly or indirectly responsible for, or can influence the outcome of, the hiring by the municipal entity of a municipal advisor for municipal advisory business; or (2) for any elective office of a state or of any political subdivision, which office has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring by a municipal entity of a municipal advisor for municipal advisory business.

(C) “Official of a municipal entity with investment adviser selection influence” or “official of such municipal entity with investment adviser selection influence” means any person (including any election committee for such person) who was, at the time of the contribution, an incumbent, candidate or successful candidate: (1) for elective office of the municipal entity, which office is directly or indirectly responsible for, or can influence the outcome of, the hiring by the municipal entity of an investment adviser (as defined in Section 202(a)(11) of the Investment Advisers Act of 1940) for investment advisory services; or (2) for any elective office of a state or of any political subdivision, which office has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring by a municipal entity of an investment adviser for investment advisory services.

(xvii) “Payment” means any gift, subscription, loan, advance, or deposit of money or anything of value.

(xviii) “Reportable date of selection” means the date of the earliest to occur of: (A) the execution of an engagement letter; (B) the receipt of formal notification (provided either in writing or orally) from or on behalf of the municipal entity that the dealer or municipal advisor has been selected to engage in municipal securities business or municipal advisory business; or, (C) solely in the case of a dealer, the execution of a bond purchase agreement.

(xix) “Solicit,” or “soliciting,” except as used in section (c) of this rule, means to make, or making, respectively, a direct or indirect communication with a municipal entity for the purposes of obtaining or retaining an engagement by the municipal entity of a dealer, municipal advisor or investment adviser (as defined in Section 202(a)(11) of the Investment Advisers Act of 1940) for municipal securities business, municipal advisory business or investment advisory services; provided, however, that it does not include advertising by a dealer, municipal advisor or investment adviser.

(h) Operative Terms. The prohibitions under this rule on engaging in municipal securities business and municipal advisory business shall result from a contribution and be of the scope and length of time as provided under Rule G-37 as in effect at the time that such contribution is made.

(i) Application for Exemption. Upon application, a registered securities association with respect to a dealer that is a member of such association, or the appropriate regulatory agency as defined in Section 3(a)(34) of the Act with respect to any other dealer, may,

conditionally or unconditionally, exempt such dealer from a prohibition on municipal securities business in subsection (b)(i) of this rule. Upon application, a registered securities association with respect to a municipal advisor that is a member of such association, or the Commission, or the Commission’s designee, with respect to any other municipal advisor, may, conditionally or unconditionally, exempt such municipal advisor from a prohibition on municipal advisory business in subsection (b)(i) of this rule. In determining whether to grant such exemption, among other factors, the following shall be considered:

(i) whether such exemption is consistent with the public interest, the protection of investors, municipal entities and obligated persons and the purposes of this rule;

(ii) whether such regulated entity (A) prior to the time the contribution(s) which resulted in such prohibition was made, had developed and instituted procedures reasonably designed to ensure compliance with this rule; (B) prior to or at the time the contribution(s) which resulted in such prohibition was made, had no actual knowledge of the contribution(s); (C) has taken all available steps to cause the contributor involved in making the contribution(s) which resulted in such prohibition to obtain a return of the contribution(s); and (D) has taken such other remedial or preventive measures, as may be appropriate under the circumstances, and the nature of such other remedial or preventive measures directed specifically toward the contributor who made the relevant contribution and all employees of the regulated entity;

(iii) whether, at the time of the contribution, the contributor was a municipal finance professional or a municipal advisor professional or otherwise an employee of the regulated entity, or was seeking such employment, or was a municipal advisor professional or otherwise an employee of a municipal advisor third-party solicitor engaged by the regulated entity or was seeking such employment;

(iv) the timing and amount of the contribution which resulted in the prohibition;

(v) the nature of the election (e.g, federal, state or local); and

(vi) the contributor’s apparent intent or motive in making the contribution which resulted in the prohibition, as evidenced by the facts and circumstances surrounding such contribution.

(j) Automatic Exemptions.

(i) A regulated entity that is prohibited from engaging in municipal securities business or municipal advisory business with a municipal entity pursuant to subsection (b)(i) of this rule as a result of a contribution made by a municipal finance professional or a municipal advisor professional, or a municipal advisor professional of a municipal advisor third-party solicitor on behalf of such regulated entity may exempt itself from such prohibition, subject to subsection (j)(ii) and subsection (j)(iii) of this rule, upon satisfaction of the following requirements: (A) the regulated entity must have discovered the contribution

which resulted in the prohibition within four months of the date of such contribution; (B) such contribution must not have exceeded $250; and (C) the contributor must obtain a return of the contribution within 60 calendar days of the date of discovery of such contribution by the regulated entity.

(ii) A regulated entity is entitled to no more than two automatic exemptions per 12-month period.

(iii)A regulated entity may not execute more than one automatic exemption relating to contributions by the same person regardless of the time period.

6.10 Registered Representatives Named as Beneficiaries, Receiving Bequeathments, or Holding a Position of Trust for a Customer (Added 2/2021)

A. FINRA Rule 3241 FINRA Rule 3241 requires Broker Dealers to more closely supervise Registered Representatives being named beneficiaries, receiving bequeathments or holding positions of trust for customers. The rules for Registered Representatives named as Trustee on Customer accounts can be found in Section 6.8.

(1) The Definition of Customer is established previously in this Section 6.8(B)(1)

through (3).

(2) Customers who are immediate family members are excluded from this rule. The term “immediate family” means parents, grandparents, mother-in-law or father-in-law, spouse or domestic partner, brother or sister, brother-in-law or sister-in-law, son-in law or daughter-in-law, children, grandchildren, cousin, aunt or uncle, or niece or nephew, and any other person who resides in the same household as the registered person and the registered person financially supports, directly or indirectly, to a material extent. The term includes step and adoptive relationships.

(3) A Registered Representative that is not assigned any customer accounts is not subject

to this rule.

B. Notification to Compliance Department Registered Representatives must submit written notice so that the Compliance Department can approve or disapprove of the activity after a review of the potential conflicts of interest and reasonableness of the request. For beneficiaries and bequeathments from a customer’s estate, the Registered Representative must notify the

Compliance Department in writing either prior to the conferment of the status, or upon learning of the status, if previously unaware of the status.

C. Form of Notices and Requests Registered Representatives will be required to notify the Compliance Department of the status or intention of receiving this status in writing using the Request for Permission to Become Trustee, Beneficiary or Receive Bequeathment and a signed statement from the client indicating that the conflicts of interest of such a request were properly disclosed. Once the Compliance Department has completed a reasonable assessment of the risks created by the status, a response will be returned to the Registered Representative. Upon written approval, the status may then proceed.

D. Time Frame for Procedures All notices required to be made under this Section shall be undertaken at the sooner of: (1) 30 days of registration with the Firm

(2) The implementation of the designation, or

(3) Upon learning of the designation, in the event the Customer did not inform the

Registered Representative of their decision to bestow the status or bequeathment. Upon learning of a status already in place, the Registered Person must promptly notify the Compliance Department.

(a) All bequeathments received by the Registered Representative from the

Customer’s estate must be refused until written approval has been received from the Compliance Department.

E. Compliance Department Procedure

(1) The Compliance Department shall review all requests and respond in writing to the

Registered Representative, either approving or denying the request. Such notification may be by electronic mail.

(2) Compliance Department guidelines for Request Approval Below is a list of guidelines that the Compliance Department can use to determine the appropriateness of the request. This list is not all inclusive.

(a) Any potential conflicts of interest in the RR being named a beneficiary or holding a position of trust

(b) Length and type of relationship between the RR and client (c) Customer’s age (d) Size of bequest relative to customer estate

(e) Whether RR has received other bequests or been named a beneficiary on other customer accounts

(f) Whether based on the facts and circumstances observed in the firm’s relationship with the customer, whether the customer has a mental or physical impairment that renders the customer unable to protect his or her own interests

(g) In indication of improper of action or conduct with respect to the customer or the account (i.e. excessive trading)

(h) Any indication of customer vulnerability or undue influence of the RR over the customer.

(3) Once notice is received, the Compliance Department must make a reasonable

assessment of the risks created by the status or acting in any capacity and evaluate whether this activity would interfere with or compromise the Registered Representative’s responsibilities to the customer. If the firm imposes conditions or limitations of their approval, they are required to supervise the Registered Representatives compliance on the imposed conditions or limitations.

(a) In the event that the trust account is held at the member firm, the account must also be supervised as per FINRA rule 3110.

(b) If the trust account is held away from the member firm and compensation is received, the requirements of 3270 regarding outside business would apply to the activity and an Outside Business Activity Request form must also be submitted and receive written approval from the Compliance Department.

(c) The Registered Representative must notify the Compliance Department in writing upon the death of the client, or the removal of the beneficiary or bequeathment status.

(4) Compliance Department Procedure Upon Approval Upon approval of a request, the Compliance Department shall send a letter to the broker-dealer or other financial institution, advising such financial institution, on behalf of the registered representative, that the registered representative is an associated person of PKS, has been named a beneficiary on, entitled to a bequeathment on the account or has been named as a trustee on the account, and requesting that the financial institution custodian transmit information regarding transactions performed in the Customer’s affected account.

F. Record Keeping The Compliance Department shall maintain in electronic format the following records in connection with this Section 6.10. (1) Copies of all correspondence sent and received pursuant to this Section.

(2) Transaction data received from account custodians.

(3) Copies of executed Request for Permission to Become Trustee, Beneficiary or Receive

Bequeathment, Outside Business Activity Request forms, and supporting documents.

(4) Copies of account statements related to trust accounts, which were reviewed pursuant to SPM 6.10(E)(2), together with its findings with respect to such review.

SECTION 7: CUSTOMER RELATIONS 7.0 Know Your Customer (Added 3/2011) FINRA Rule 2090 requires every firm and its associated persons to know their customers. A. FINRA Rule 2090 FINRA Rule 2090 states as follows: Every member shall use reasonable diligence, in regard to the opening and maintenance of every account, to know (and retain) the essential facts concerning every customer and concerning the authority of each person acting on behalf of such customer. B. Essential Facts. For purposes of Rule 2090, facts “essential” to “knowing the customer” are those required to (a) effectively service the customer’s account, (b) act in accordance with any special handling instructions for the account, (c) understand the authority of each person acting on behalf of the customer, and (d) comply with applicable laws, regulations, and rules. 7.0.1 Regulation Best Interest

Added (9/2020) A. General On June 5, 2019, the U.S. Securities and Exchange Commission (“SEC”) adopted new regulations governing the conduct of broker-dealers and their natural persons who are associated persons, particularly regarding the manner in which Firms provide investment recommendations to their customers. Regulation Best Interest (or “Reg BI”) imposes principles-based standards on recommendations to retail customers, requiring that Broker-Dealers and their Associated Persons, among other things, act in “the best interest of the retail customer at the time the recommendation is made, without placing the financial or other interest of the Broker-Dealer ahead of the interests of the retail customer”. Regulation Best Interest enhances the broker-dealer standard of conduct beyond suitability, reducing the risk that retail investors will be harmed by conflicted advice. It codifies a standard in a Commission rule for the first time. Regulation Best Interest applies this enhanced standard to a broader range of recommendations, including certain implicit hold recommendations, account- type recommendations (e.g., brokerage or advisory), and recommendations to roll over assets from a workplace retirement plan to an IRA. Regulation Best Interest applies to “broker-dealer recommendations of any securities transaction or investment strategy involving securities to a retail customer.” (generally using the term “broker-dealer” to mean both a firm and natural person associated with the firm). The text of the rule provides that a broker-dealer “shall act in the best interest of the retail customer at the time the recommendation is made, without placing [its own interests] ahead of the interest of the retail customer.” 17 C.F.R. 240.15l-1(a)(1). Broker-dealers can satisfy this general obligation only by complying with four component obligations: the Disclosure, Care, Conflict of Interest, and Compliance Obligations. Id. 240.15l-1(a)(2). B. Reg BI Committee To facilitate initial and continuing compliance with Regulation Best Interest, the Reg BI Committee is hereby formed to consist of at least one member of the following departments: Executive, Compliance, Operations, Supervisory and Legal. The Reg BI Committee shall meet on a quarterly basis. The Reg BI Committee shall maintain minutes of its meetings. The duties of the Reg BI Committee shall include the following: (1) Conduct periodic reviews to identify potential conflicts of interest.

The Reg BI Committee shall conduct a review of all new products and services to determine whether conflicts of interest are present which may require mitigation and/or disclosure to Retail Customers.

The Reg BI Committee conflict of interest review shall include a review of the following areas: (a) Conflicts of interest which may be caused by evolution of the Firm’s

business model. (b) Conflicts of interest which may arise from changes in the Firm’s

business/organizational structure. (c) Conflicts of interest which may arise from changes in the Firm’s

compensation incentive structure. (d) Conflicts of interest which may arise from introduction of new products

and/or services.

(2) Conduct Product Reviews

(a) For Potential Updates

The Reg BI Committee shall periodically conduct a review of all products and services offered by the Firm to determine whether any updates to existing disclosures are necessary to correct material inaccuracies in the existing disclosures.

(b) Identify Material Limitations that may arise.

The Reg BI Committee shall periodically conduct a review to identify any new material limitations on securities or recommendations and in the event such material limitations are found, propose procedures to prevent, mitigate and provide disclosures as appropriate, including but not limited to restricting the Retail Customers to whom a product can be sold or prescribing minimum knowledge requirements for registered representatives who may sell a product.

(3) Conduct Periodic Review of Form CRS

The Reg BI Committee shall periodically review the Form CRS to determine whether any updates are needed at any time that the Form CRS becomes materially inaccurate.

In the event that the Reg BI Committee determines that the Form CRS has

become materially inaccurate, the time frame for delivery of the updated Form CRS is as follows:

(a) Delivery to SEC

The updated Form CRS shall be delivered to the SEC through FINRA Web CRD (or other method as subsequently specified by the SEC) no later than 30 days following the date that the Committee determines that the existing Form CRS is materially inaccurate.

(b) Delivery to Retail Customers

The updated Form CRS shall be delivered to Retail Customers no later than 60 days following the date that the Form CRS is updated with the SEC.

The Firm shall post the updated Form CRS on the Firm website prior to or at the time of the filing of the updated Form CRS with the SEC.

(4) Conduct Periodic Review of Training Related to Regulation Best Interest The Reg BI Committee shall update training materials as appropriate following

initial training roll-out pursuant to these procedures. (5) Review of Periodic Testing as provided under these procedures.

C. Text of Regulation Best Interest § 240.15l-1 Regulation Best Interest. (a) Best interest obligation. (1) A broker, dealer, or a natural person who is an associated person of a broker or dealer, when making a recommendation of any securities transaction or investment strategy involving securities (including account recommendations) to a retail customer, shall act in the best interest of the retail customer at the time the recommendation is made, without placing the financial or other interest of the broker, dealer, or natural person who is an associated person of a broker or dealer making the recommendation ahead of the interest of the retail customer. (2) The best interest obligation in paragraph (a)(1) of this section shall be satisfied if:

(i) Disclosure obligation. The broker, dealer, or natural person who is an associated person of a broker or dealer, prior to or at the time of the recommendation, provides the retail customer, in writing, full and fair disclosure of:

(A) All material facts relating to the scope and terms of the relationship with the retail customer, including:

(1) That the broker, dealer, or such natural person is acting as a broker, dealer, or an associated person of a broker or dealer with respect to the recommendation; (2) The material fees and costs that apply to the retail customer’s transactions, holdings, and accounts; and (3) The type and scope of services provided to the retail customer, including any material limitations on the securities or investment strategies involving securities that may be recommended to the retail customer; and

(B) All material facts relating to conflicts of interest that are associated with the recommendation.

(ii) Care obligation. The broker, dealer, or natural person who is an associated person of a broker or dealer, in making the recommendation, exercises reasonable diligence, care, and skill to:

(A) Understand the potential risks, rewards, and costs associated with the recommendation, and have a reasonable basis to believe that the recommendation could be in the best interest of at least some retail customers; (B) Have a reasonable basis to believe that the recommendation is in the best interest of a particular retail customer based on that retail customer’s investment profile and the potential risks, rewards, and costs associated with the recommendation and does not place the financial or other interest of the broker, dealer, or such natural person ahead of the interest of the retail customer; (C) Have a reasonable basis to believe that a series of recommended transactions, even if in the retail customer’s best interest when viewed in isolation, is not excessive and is in the retail customer’s best interest when taken together in light of the retail customer’s investment profile and does not place the financial or other interest of the broker, dealer, or such natural person making the series of recommendations ahead of the interest of the retail customer.

(iii) Conflict of interest obligation. The broker or dealer establishes, maintains, and enforces written policies and procedures reasonably designed to:

(A) Identify and at a minimum disclose, in accordance with paragraph (a)(2)(i) of this section, or eliminate, all conflicts of interest associated with such recommendations; (B) Identify and mitigate any conflicts of interest associated with such recommendations that create an incentive for a natural person who is an associated person of a broker or dealer to place the interest of the broker, dealer, or such natural person ahead of the interest of the retail customer; (C)(1) Identify and disclose any material limitations placed on the securities or investment strategies involving securities that may be recommended to a retail customer and any conflicts of interest associated with such limitations, in accordance with subparagraph (a)(2)(i), and (2) Prevent such limitations and associated conflicts of interest from causing the broker, dealer, or a natural person who is an associated person of the broker or dealer to make recommendations

that place the interest of the broker, dealer, or such natural person ahead of the interest of the retail customer; and (D) Identify and eliminate any sales contests, sales quotas, bonuses, and non-cash compensation that are based on the sales of specific securities or specific types of securities within a limited period of time.

(iv) Compliance obligation. In addition to the policies and procedures required by paragraph (a)(2)(iii) of this section, the broker or dealer establishes, maintains, and enforces written policies and procedures reasonably designed to achieve compliance with Regulation Best Interest.

(b) Definitions. Unless otherwise provided, all terms used in this rule shall have the same meaning as in the Securities Exchange Act of 1934. In addition, the following definitions shall apply for purposes of this section: (1) Retail customer means a natural person, or the legal representative of such natural person, who: (i) Receives a recommendation of any securities transaction or investment strategy involving securities from a broker, dealer, or a natural person who is an associated person of a broker or dealer; and (ii) Uses the recommendation primarily for personal, family, or household purposes. (2) Retail customer investment profile includes, but is not limited to, the retail customer’s age, other investments, financial situation and needs, tax status, investment objectives, investment experience, investment time horizon, liquidity needs, risk tolerance, and any other information the retail customer may disclose to the broker, dealer, or a natural person who is an associated person of a broker or dealer in connection with a recommendation. (3) Conflict of interest means an interest that might incline a broker, dealer, or a natural person who is an associated person of a broker or dealer —consciously or unconsciously—to make a recommendation that is not disinterested. § 240.17a-3 Records to be made by certain exchange members, brokers and dealers. (a)*** (24) – (34) [Reserved]. (35) For each retail customer to whom a recommendation of any securities transaction or investment strategy involving securities is or will be provided: (i) A record of all information collected from and provided to the retail customer pursuant to § 240.15l-1, as well as the identity of each natural person who is an associated person, if any, responsible for the account. (ii) For purposes of this paragraph (a)(35), the neglect, refusal, or inability of the retail customer to provide or update any information described in paragraph (a)(35)(i) of this section shall excuse the broker, dealer, or associated person from obtaining that required information. § 240.17a-4 Records to be preserved by certain exchange members, brokers and dealers. * * * * * (e)*** (5) All account record information required pursuant to § 240.17a-3(a)(17) and all records required pursuant to § 240.17a-3(a)(35), in each case until at least six years after the earlier of the date the account was closed or the date on which the information was collected, provided, replaced, or updated. D. Disclosure Obligation

(1) General

The Disclosure Obligation requires that a broker-dealer provide, before or at the time of a recommendation, full and fair disclosure of all material facts about the scope and terms of its relationship with the customer. 17 C.F.R. 240.15l- 1(a)(2)(i). This includes a disclosure that the broker-dealer is acting in a broker- dealer capacity, the material fees and costs the customer will incur, and the type and scope of the services to be provided. Id. 240.15l-1(a)(2)(i)(A). A broker- dealer must also provide full and fair disclosure of all material facts relating to conflicts of interest associated with the recommendation that might incline the broker-dealer to make a recommendation that is not disinterested. Id. 240.15l- 1(a)(2)(i)(B. The “full and fair disclosure” standard “closely align[s]” with the disclosure requirement for investment advisers. But the Commission tailored the Disclosure Obligation to the episodic nature of the brokerage relationship. For example, while investment advisers must disclose all material facts relating to the entire relationship, Regulation Best Interest requires disclosure of material facts relating to the scope and terms of the relationship and to conflicts associated with particular recommendations. The Disclosure Obligation is tailored to a broker- dealer’s episodic relationship with a retail customer because it is triggered by, and must be satisfied, before or at the time of a specific recommendation.

(2) Form CRS

Concurrently with Regulation Best Interest, the Commission adopted a rule that requires broker-dealers and investment advisers to deliver a Relationship Summary to retail investors. Form CRS Relationship Summary; Amendments to Form ADV, 84 Fed. Reg. 33492 (July 12, 2019) (“Form CRS”). The Relationship Summary distinguishes between these two types of financial professionals, providing information about, inter alia, the services offered, the costs of those services, the duties owed, and specific conflicts of interest. The Relationship Summary and the Disclosure Obligation complement one another—the former provides an “initial layer of disclosure” summarizing the differences between broker-dealers and investment advisers; the latter provides “more specific and additional, detailed layers of disclosure” regarding the broker-dealer and its specific recommendation.

(3) Procedures: Form CRS (a) Construction of Form CRS

The Reg BI Committee has constructed Form CRS consistent with Regulation Best Interest, the Adopting Release and instructions for Form CRS.

(b) Amendments to Form CRS

The Reg BI Committee shall consider whether different and/or additional disclosures or amendments to Form CRS become necessary based on changes or additions to the firm’s business model or product mix.

Consistent with the CRS Adopting Release, on or before June 30, 2020, the Compliance Department shall file Form CRS Electronically with FINRA through Web CRD.

(d) Initial Delivery to Existing Retail Customers

On or before July 30, 2020, the Compliance Department shall take appropriate measures to ensure that Form CRS is delivered to all then existing retail customers. The Compliance Department shall maintain records of such initial delivery consistent with the record keeping provisions of Regulation Best Interest and these procedures.

(e) Initial Delivery to New or Prospective Retail Customers [CRS Adopting Release p 188].

Form CRS shall be delivered to a new or prospective Retail Customer as early as practicable but no later than: (i) A recommendation of an account type, a securities transaction; or

an investment strategy involving securities;

(ii) Placing an order for the Retail Customer; or (iii) The opening of a brokerage account for the Retail Customer.

(f) Delivery of Form CRS – Ongoing Requirements (General Rule)

Form CRS shall be delivered to an existing Retail Customer before or at the earliest of: (i) The opening of a new account that is different from the Retail

Investor’s existing account(s); (ii) A Recommendation that the retail investor roll over assets from a

retirement account into a new or existing account or investment; or (iii) A Recommendation for a new investment that does not

necessarily involve the opening of a new account and would not be held in an existing account. (For example, a first time purchase of a

variable annuity of first time purchase of a direct sold mutual fund through check and application). [CRS Adopting Release p 188].

(g) Responsibility For Delivery of Form CRS

Other than the initial delivery of Form CRS to existing Retail Customers on or before July 30, 2020, the Registered Representative (or “RR”) shall have the responsibility to ensure that Form CRS is delivered pursuant to this Section 7.0.1[D].

(h) Firm Responsibility to Assist in Delivery of Form CRS

The Firm shall take the following steps to assist the Registered Representative deliver Form CRS pursuant to this Section 7.0.1[D].

1. The Firm shall provide access to Form CRS in electronic format on

its website available to all registered representatives. 2. For any securities transaction that requires a retail customer to

complete subscription or policy paperwork to effectuate the transaction, the Firm shall include Form CRS in the subscription paperwork package.

3. The Firm shall include Form CRS with all NFS account opening

paperwork kits. 4. Supervisors shall not approve account opening paperwork unless a

Best Interest attestation has been included with the submission.

(i) Amendments to Form CRS

In the event that Form CRS is amended, such amended or updated Form CRS shall be delivered to all existing Retail Customers and shall highlight the most recent changes by, for example, marking the revised text or including a summary of material changes. This additional disclosure will be filed as an exhibit to the unmarked amended relationship summary. Under SEC Rules, the additional disclosure is counted toward the SEC required two-page for Form CRS. [Form CRS Adopting Release p 189].

(j) Record Keeping

1. By the Registered Representative

Contemporaneous with his/her delivery of Form CRS to a retail customer, the Registered Representative shall file a Best Interest attestation with the Firm as prescribed in these procedures below.

2. By the Firm

The Firm shall maintain the following records evidencing delivery of Form CRS to retail customers. a. Client Profile attestation signed by Retail Customer. b. Best Interest attestation submitted by RR.

(4) Best Interest Attestation

(a) When Required

The RR is required to use the Best Interest Attestation to document the delivery of Form CRS, the date of such delivery and all additional disclosures required and made pursuant to this Section 7.0.1., except as provided in subsection Section 7.0.1.[D](5) below for FCCS transactions not involving Complex Products.

(b) Where to Access

The Firm shall provide access to the Best Interest Attestation Form in electronic format on its website and DOT system available to all RRs. The Best Interest Attestation Form will contain a field for the delivery of Form CRS to the Retail Customer where applicable and the date that the Form CRS was delivered.

The RR shall file the Best Interest Attestation by electronically (via DOT or other Firm electronic system) )or physically including it in the account opening and/or transaction paperwork or by email to [email protected]. The RR shall also file the Best Interest Attestation with the Operations or Supervisory Department upon request from same. An electronic copy of any written communication to a Retail Customer shall be included with the filing of the Best Interest Attestation.

(d) Supervisory Review of Best Interest Attestation 1. Account Opening

The Supervisor shall review the Best Interest Attestation as part of the supervisory process and prior to approval of an IRA account, an IRA rollover or a direct account containing an alternative investment, complex product and/or proprietary product.

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2. Transactions

Except as otherwise expressly required in these procedures, the Supervisor is not required to review the Best Interest Attestation in connection with supervisory approval of individual transactions unless it is not evident from review of the transaction that the transaction is in the best interest of the Retail Customer.

(5) FCCS Disclosure Log – For FCCS Transactions

(a) When Permitted

For any FCCS transaction not involving a Complex Product as defined herein, the RR may use the FCCS Disclosure Log in lieu of the Best Interest Attestation to document that required disclosures were made pursuant to this Section 7.0.1

(b) Where to Access

The Firm shall provide access to the FCCS Disclosure Log in electronic format on its website available to all RRs. The FCCS Disclosure Log will contain fields for the RR to document that disclosure of the approximate commission was made, disclosure of mutual fund share class information if applicable, and any other material facts if applicable.

The RR shall file the FCCS Disclosure Log by email to [email protected].

(d) Supervisory Review of FCCS Disclosure Log 1. Best Interest is Evident from Trade

Where it is evident to the Supervisor from review of the transaction that the trade is in the best interest of the Retail Customer, the Supervisor shall not review the FCCS Disclosure Log.

2. Best Interest Not Evident from Trade

Where it is not evident to the Supervisor from review of the transaction that the trade is in the best interest of the Retail Customer, the Supervisor may request and review the FCCS Disclosure Log to determine if any material facts were noted to justify the trade and/or the Supervisor shall request additional

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information from the RR with respect to the trade, which may include a Best Interest Attestation and/or any other information that the Supervisor deems relevant.

(6) Procedures – Additional Disclosures by the Registered Representative

At or before the time of a recommendation, the Registered Representative shall disclose to the retail customer, orally or in writing, and note such disclosure on the Best Interest Attestation, the following where applicable. (a) Commissions and Fees

For any recommended purchase or sale of a security or securities, the exact amount of the commission and fees associated with the transaction(s) if known.

If the exact amount of the commission is not known, the RR shall disclose approximate fees and commissions with an oral or written statement that particularized disclosure of the exact commission and fees shall be made by delivery of the trade confirmation and/or, if applicable, product offering document.

(b) IRA Rollovers

Where the RR recommends a transfer from a 401k or other qualified plan into an IRA rollover, the RR shall discuss the basis of such recommendation with the retail customer.

Where the RR recommends the purchase of a Mutual Fund to a retail investor, the RR shall disclose the basis for the recommendation of a particular share class and disclose the material properties of other available share classes to the retail investor.

(d) Brokerage Account Opening

Where a RR recommends the opening of a brokerage account to a retail customer, the RR shall disclose the basis for the recommendation of a brokerage account as opposed to an advisory account.

(e) Complex Products

Where the RR recommends the purchase of a Complex Product to a retail investor, the RR shall disclose the basis for the recommendation to the retail investor. For the purposes of this requirement, a complex product is defined as a variable annuity, variable insurance product, an alternative investment such as a REIT or BDC.

(f) Referral of a Retail Customer to another broker-dealer

Where the RR recommends the referral of a retail investor to another firm for brokerage services, the RR shall disclose the basis for the recommendation to the retail investor.

(g) Security Underwritten by the Firm or an Affiliate

Where the RR recommends the purchase of a security underwritten by the Firm or an affiliate to a retail investor, the RR shall disclose the basis for the recommendation to the retail investor.

(h) Other Material Facts

A fact is material if there is a substantial likelihood that a reasonable retail investor would consider it important. The RR must disclose any other material fact to the retail investor.

(7) Procedures – Additional Disclosures by the Firm (a) Complex Products

For Complex Products as defined herein, the Firm shall include the Form CRS with the transaction paperwork, together with an acknowledgment of delivery executed by the registered representative via the Best Interest Attestation.

(b) Security Underwritten by the Firm or an Affiliate

For the purchase of a security underwritten by the Firm or an affiliate to a retail investor, the Firm shall include with the transaction paperwork: 1. Form CRS

2. A separate disclosure document advising the retail customer that the issuer of the security is the Firm or an affiliate.

(8) Record Keeping

(a) By the Registered Representative

1. For Delivery of Form CRS

Registered Representatives shall maintain a record of the delivery of form CRS via the email archive by filing a Best Interest Attestation as prescribed by these procedures.

2. For All Other Disclosures

Every RR shall file a Best Interest Attestation or FCCS Disclosure Log as applicable. The RR may make such filing by using the method prescribed in these procedures. An electronic copy of any written communication to a Retail Customer shall be included with the filing of the Best Interest Attestation.

(b) By the Firm

The Firm shall archive all disclosure paperwork required pursuant to this Section 7.0.1[D] electronically evidencing delivery date

E. Care Obligation

The Care Obligation requires that a broker-dealer exercise reasonable diligence, care, and skill when making a recommendation. 17 C.F.R. 240.15l-1(a)(2)(ii). The broker-dealer must understand the risks, rewards, and costs associated with the recommendation. 17 C.F.R. 240.15l-1(a)(2)(ii)(A). And given those risks, rewards, and costs, the broker- dealer must have a reasonable basis to believe (1) that the recommendation could be in the best interest of at least some retail customers and (2) that, in light of a particular customer’s investment profile, the recommendation is in the particular customer’s best interest and does not place the broker-dealer’s interest ahead of the customer’s interest. Id. 240.15l-1(a)(2)(ii)(A)-(B). If recommending a series of transactions, the broker- dealer must have a reasonable basis to believe that the transactions together are not excessive, even if each is in the customer’s best interest when viewed in isolation. Id. 240.15l-1(a)(2)(ii)(C).

The Care Obligation “significantly enhances” investor protection as compared to suitability. Among other things, it expressly requires: that broker-dealers have a reasonable basis to believe that their recommendations are in the best interest of the retail

customer; that broker-dealers consider costs when making a recommendation; and that a series of transactions taken together not be excessive, irrespective of whether a broker- dealer exercises control over a customer’s account. The Care Obligation also expands the scope of coverage—it extends to implicit hold recommendations and account recommendations not previously covered under suitability.

(1) Resolving conflicts between Regulation Best Interest and FINRA Rule 2111.

(a) FINRA Regulatory Notice 20-18

(i) Changes in Suitability Rules

In order to prevent conflicts between Regulation Best Interest and the FINRA suitability rules, effective June 30, 2020, FINRA amended FINRA its suitability rules (FINRA Rule 2111 and CAB Rule 211) to state that FINRA suitability rules will not apply to recommendations subject to Regulation Best Interest. FINRA noted that because Regulation Best Interest applies only to Retail Investors as defined in the rule, that the FINRA suitability rules would continue to apply to those customers who fall outside of the definition of Retail Customer.

(ii) Changes in Non-cash Compensation Rules

FINRA has amended FINRA Rules 2310, 2320 and 5110 to ensure that the non-cash compensation provisions of those rules must be consistent with the applicable requirements of Regulation Best Interest.

(b) Addressing Conflicts in Written Supervisory Procedures

(i) Conflict With Suitability Procedures

The Firm has resolved any potential conflict with its existing supervisory procedures responsive to FINRA suitability rules by incorporating those procedures into these Regulation Best Interest procedures, which are purposefully designed to enhance the existing suitability procedures to achieve compliance with the Care Obligation of Regulation Best Interest.

(ii) Conflict with Procedures Governing Non-cash Compensation

Rules

In the event of a conflict between the provisions of this Section 7.0.1 and any other provision of this Supervisory Procedures

Manual with respect to non-cash compensation, the provisions of this Section 7.0.1 shall control.

(2) Existing Firm Policies and Procedures Supporting the Care Obligation

(a) Recommendation in Best Interest of at least some retail customers

Regulation Best Interest requires that a broker-dealer must have a reasonable basis to believe that a recommendation could be in the best interest of at least some retail customers. This obligation closely tracks the qualitative suitability obligation codified in FINRA Rule 2111, Section 7.2 et seq of this SPM and the function of the New Products Committee.

(b) Recommendation is in Best Interest of the Particular Customer

Regulation Best Interest requires that a broker-dealer must have a reasonable basis to believe that, in light of a particular customer’s investment profile, the recommendation is in the particular customer’s best interest and does not place the broker-dealer’s interest ahead of the customer’s interest. This obligation closely tracks the customer-specific suitability obligation codified in FINRA Rule 2111, Section 7.2 et seq of this SPM. In compliance with the Regulation Best Interest, the Firm will continue to follow its procedures regarding customer specific suitability. In addition to its current procedures, the Firm will implement new procedures to address the enhancements to suitability protections that have been codified by Regulation Best Interest and described in the Adopting Release.

If recommending a series of transactions, the broker-dealer must have a reasonable basis to believe that the transactions together are not excessive, even if each is in the customer’s best interest when viewed in isolation. This obligation closely tracks the quantitative suitability requirements set forth in FINRA Rule 2111 and Section 7.2 of these procedures. The Firm currently monitors for excessive transactions through exception and switching reports. The Adopting Release notes that an enhancement to current suitability requirements contained in Regulation Best Interest is that a broker- dealer’s obligation to prevent excessive transactions is not limited to those situations where the broker-dealer controls the account of the Retail Investor. Responsive to this enhancement, the Firm will address all instances of excessive trading.

(1) Procedures – Suitability Enhancements

This “reasonable-basis” component of the Care Obligation gives rise to certain additional obligations with respect to complex, higher cost products and risky investments, together with cost considerations, and requires that procedures be developed to address the additional obligations and ensure that recommendations are in the best interest of the retail customer. The following are implemented to address the Care Obligation. (a) Inverse or leveraged products