# FWS RETIREMENT SERVICES, LLC X-17A-5 (2024-03-29) — Broker-dealer annual report - Company: FWS RETIREMENT SERVICES, LLC - Form: X-17A-5 - Filed: 2024-03-29 - Period: 2023-12-31 - Accession: 0001482026-24-000001 - CIK: 1482026 - File #: 8-68491 - Type: Broker-dealer - Material weakness: No - Auditor: Ernst Wintter & Associates - Auditor location: Walnut Creek, CA - Contact: Elizabeth Collins - Phone: 415-246-9169 - Email: bhasday@frenkel.com - Website: frenkel.com - Signed by: Brian Hasday (Managing Director) Original filing: https://www.sec.gov/Archives/edgar/data/1482026/000148202624000001/fws2023.pdf --- {0}------------------------------------------------ Annual Audit Report December 31, 2023 {1}------------------------------------------------ ### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 ## ANNUAL REPORTS FORM X-17A-5 PART III sec file number 8-68491 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 12/31/23 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION ### NAME OF FIRM: FWS Retirement Services, LLC TYPE OF REGISTRANT (check all applicable boxes): lif - --- -- -- -- -- -- -- -------------------------------------------------------------------------------------------------------------------------------------------------- മ Broker-dealer □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | One California Street, Suite 400 | | | | |-------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------|------------| | | (No. and Street) | | | | San Francisco | California | | 94111 | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Brian V. Hasday | (415) 878-2310 | BHasday@frenkel.com | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Ernst Wintter & Associates LLP | (Name - if individual, state last, first, and middle name) | | | | 675 Ygnacio Valley Blvd, Suite A200 Walnut Creek | | California | 94596 | | (Address) | (City) | (State) | (Zip Code) | | February 24, 2009 | | 3438 | | | (Date of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) | | | | FOR OFFICIAL USE ONLY | | | | | | | | \* Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {2}------------------------------------------------ #### OATH OR AFFIRMATION | . Brian V. Hasday | swear (or affirm) that, to the best of my knowledge and belief, the | | |-------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of FWS Retirement Services, LLC | | as of | | | December 31, 2023 , is true and correct. I further swear (or affirm) that neither the company nor any | | | | partner, officer, drector, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | | | as that of a customer. | | | | | | | Brandon M Rivera Notary Public State of New York No. 01R16415838 mission Expires 03/29/2025 Signature: Title: MANAGING DIKFETRE AND CCO Notary Public ## This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - [ (b) Notes to consolidated statement of financial condition. - (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (d) Statement of cash flows. - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - [ (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - | (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - □ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - (q) Oath or affirmation in accordance with 17 CFR 240.17a-12, or 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (t) Independent public accountant's report based on an examination of the statement of financial condition. - (u) Independent public accountant's report based on an examination of the financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - ರ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [] (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - O (z) Other: - \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(2), as applicable. {3}------------------------------------------------ ## Table of Contents | Report of Independent Registered Public Accounting Firm | 1 | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | Statement of Financial Condition | 2 | | Statement of Income | 3 | | Statement of Changes in Members' Equity | 4 | | Statement of Cash Flows | 5 | | Notes to the Financial Statements | 6 - 8 | | Supplemental Information | 9 | | Schedule I: | 10 | | Computation of Net Capital Under Rule 15c3-1
of the Securities and Exchange Commission | | | Reconciliation with Company's Net Capital Computation | | | Schedule II: | 11 | | Computation for Determination of the Reserve Requirements
and Information Relating to Possession or Control
Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 | | | Review Report of Independent Registered Public Accounting Firm | 12 | | SEA Rule 15c3-3 Exemption Report | 13 | {4}------------------------------------------------ 675 Ygnacio Valley Road, Suite A200 Walnut Creek, CA 94596 (925) 933-2626 Fax (925) 944-6333 ### Report of Independent Registered Public Accounting Firm To the Members of FWS Retirement Services, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of FWS Retirement Services, LLC (the "Company") as of December 31, 2023, the related statements of income, changes in members' equity and cash flows for then ended, and the related notes and schedules I and II (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for then ended in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### Auditor's Report on Supplemental Information Schedules I and II have been subjected to audit procedures performed in conjunction with the Company's financial statements. The supplemental is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, schedules I and II are fairly stated, in all material respects, in relation to the financial statements as a whole. Exast Winter & lissou We have served as the Company's auditor since 2011. Walnut Creek, California March 28, 2024 {5}------------------------------------------------ ## Statement of Financial Condition December 31, 2023 | Assets | | | |---------------------------------------|---------|---------| | | | | | Cash | ಲಿತ | 642,611 | | Referral fees receivable | | 252,474 | | Prepaid expenses | | 10,700 | | Other receivables | | 645 | | Total Assets | ಲ್ಲಿ ಮಾ | 906,430 | | | | | | | | | | Liabilities and Members' Equity | | | | Liabilities | | | | Accounts payable | ಕಿತ | 11,790 | | Due to former Class A Member | | 34,951 | | Total Liabilities | | 46,741 | | Members' Equity | | | | Class A, 1 unit | | 859,689 | | Total Members' Equity | | 859,689 | | Total Liabilities and Members' Equity | ಲ್ಲಾ | 906,430 | {6}------------------------------------------------ ## Statement of Income ## For the Year Ended December 31, 2023 | Revenue | | |--------------------------|--------------| | Referral fee income | \$ 8,039,685 | | Total Revenue | 8,039,685 | | Operating Expenses | | | Professional fees | 28,650 | | Regulatory fees | 9,047 | | Other operating expenses | 18,235 | | Total Expenses | 55,932 | | Net Income | \$ 7,983,753 | {7}------------------------------------------------ ## Statement of Changes in Members' Equity ## For the Year Ended December 31, 2023 | | Class A
Members | Class B
Members | Total | |-------------------|--------------------|--------------------|---------------| | January 1, 2023 | \$ 1,003,228 | ಳ
(16,695) | ೂ
986,533 | | Contributions | 60.635 | 30.636 | 91,271 | | Distributions | (7,860,799) | (341,069) | (8,201,868) | | Net income | 7,656,625 | 327,128 | 7,983,753 | | December 31, 2023 | 859,689
S | ಳ | ಳಿ
859,689 | {8}------------------------------------------------ ## Statement of Cash Flows ## For the Year Ended December 31, 2023 | Cash Flows from Operating Activities | | |------------------------------------------------------------|---------------| | Net income | \$ 7,983,753 | | Adjustments to reconcile net income | | | to net cash provided by operating activities: | | | (Increase) decrease in: | | | Referral fees receivable | 85,378 | | Other receivables | (645) | | Prepaid expenses | (10,200) | | Increase (decrease) in: | | | Accounts payable | (14,000) | | Net Cash Provided by Operating Activities | 8,044,286 | | | | | Cash Flows from Financing Activities | | | Member contributions | 91,271 | | Member distributions | (8,166,917) | | Net Cash Used in Financing Activities | (8,075,646) | | Net Decrease in Cash | (31,360) | | | | | Cash at beginning of year | 673,971 | | Cash at End of Year | ea
642,611 | | Supplemental Non-cash Financing Activities: | | | Increase in Due to former Class A Member and distributions | S
34.951 | {9}------------------------------------------------ ## Notes to the Financial Statements ### December 31, 2023 #### 1. Organization FWS Retirement Services, LLC (the "Company") was organized as a Delaware limited liability company on April 27, 2009. As a limited liability company, the liability of members is limited to the value of membership interest. The Company was formed as an accommodating broker dealer to receive referral fees of retirement plan products and investment advisory services. The Company is a securities broker dealer and registered with the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA") in November 2010. #### 2. Significant Accounting Policies #### Basis of Presentation The financial statements have been prepared on the accrual basis in accounting principles generally accepted in the United States of America ("GAAP"). #### Use of Estimates GAAP may require management make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and may have an impact on future periods. #### Fair Value of Financial Instruments Unless otherwise indicated, the fair values of all reported assets and liabilities that represent financial instruments approximate the carrying values of such amounts. The Company has no financial instruments that were required to be recorded at fair value on a recurring basis. #### Cash and Cash Equivalents The Company considers all demand deposits held in banks and certain highly liquid investments with original maturities of three months or less, other than those held for sale in the ordinary course of business, to be cash equivalents. There were no cash equivalents as of December 31, 2023. #### Referral Fees Receivable Referral fees receivable represents amounts that have been earned and are due from broker dealers and an investment advisory firm. The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis in accordance with FASB ASC 326-20, Financial Instruments - Credit Losses. FASB ASC 326-20 requires the Company to estimate expected credit losses over the life of its financials assets as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the Statement of Financial Condition that is deducted from the asset's amortized cost basis. Changes in the allowance for credit losses are reported as credit loss expense on the Statement of Income. Per management's analysis, no allowance for credit losses was considered necessary as of December 31, 2023. {10}------------------------------------------------ ### Notes to the Financial Statements ## December 31, 2023 #### 2. Significant Accounting Policies (continued) #### Revenue The Company earns referral fees from two broker dealers and an investment advisory firm. In general, the Company recognizes revenue upon the transfer of promised services to customers in an amount that reflects the consideration to which the entitled in exchange for those services. The Company's revenue recognition accounting policies are as follows: #### Referral Fees The Company earns referral fees for referring customers to broker dealers and an investment advisory firm. Referral fees are calculated as a percentage of member commissions from the placement plan products and advisory fees from investment advisory services performance obligation is deemed fulfilled as of the underlying trade date and when advisory services are completed monthly and quarterly. #### Contract Ralances Income is recognized upon completion of the related performance obligation and when an unconditional right to payment exists. The timing of revenue recognition may differ from the timing of customer payments. Typically, the Company receives payment from the customer in the month following the trade date or completion of investment advisory services. Therefore, a receivable is recognized since the performance obligation is met prior to receiving payment from the customer. Receivables related to revenue from contracts with customers totaled \$337,852 and \$252,474 as of January 1, 2023 and December 31, 2023, respectively. There was no deferred revenue at January 1, 2023 and December 31, 2023. The Company does not incur any expenses to obtain or fulfill contracts with customers. #### Income Taxes The Company, a limited liability company, is taxed as a partnership under the Internal Revenue Code and a similar state statute. In lieu of income taxes, the Company passes 100% of its taxable income and expenses to its members. Therefore, no provision or liability for federal or state is included in these financial statements. The Company is no longer subject to examinations by major tax jurisdictions for years before 2019. In the event of an Internal Revenue Service ("IRS") examination, the IRS is allowed to collect any underpayments of tax from partnerships (and entities taxed as partnerships) rather than the individual partners. If the IRS examines partnership items in a prior year under examination, any tax adjustments will be taken into account at the partnership level in the current year when the examination is complete. The partnership will pay the tax, interest, and penalties on underpayments using the highest statutory corporate or individual rate, which can be reduced under certain circumstances. Certain partnerships can elect out of the new tax examination process if eligible. Management does not believe these changes have an effect on the Company's financial statements as of and for the year ended December 31, 2023. #### 3. Member Interests In accordance with the Company's Operating Agreement"), no member of the Company shall be personally liable for any debts, losses, or obligations of the Company, without limit, can issue Class A member units and Class B member units, but shall have no right to create a class of units superior to the Class A units without written consent of a majority of the Class A members. {11}------------------------------------------------ ## Notes to the Financial Statements ## December 31, 2023 #### 3. Member Interests (continued) In accordance with the Agreement, the Class A members are allocated 100% of the gross revenue they generate plus 1% of the Class B members gross revenue. The Class B members are allocated 99% of the gross revenue they generate. Expenses are allocated based upon ownership percentage. The net pass through of income and expenses, as defined, shall be allocated annually to each member. During 2023, distributions of \$7,825,848 to the Class A members and \$341,069 to the Class B members were made in accordance with the Agreement. As of December 31, 2023, all Class B members had resigned and withdrawn interest in the Company. As a result, the Company allocated Class B members' remaining \$30,262 net equity deficit to Class A members and included in Class A and Class B members' net income allocation on the Statement of Changes' Equity as of December 31, 2023. Effective December 31, 2023, a Class A member resigned and withdrew interest in the Company. As a result, the member's remaining \$34,951 equity balance was included in Class A members' distributions on the Statement of Changes in Members' Equity and due to former Class A member on the Statement of Financial Condition as of December 31, 2023. #### 4. Related Party Transactions The Company has an Expense Sharing Agreement with Frenkel Benefits, LLC ("FB"), the Company's managing member and holder of class A units. FB pays most overhead expenses for the Company. The Company has no obligation to reimburse or compensate FB. The Company's results of operations and financial position could differ significantly from those that would have been obtained if the entities were autonomous. #### 5. Net Capital Requirements The Company is subject to the SEC's uniform net capital rule (Rule 15c3-1) which requires the Company to maintain a minimum net capital equal to or greater than \$5,000 and a ratio of aggregate indebtedness to net capital not exceeding 15 to 1, both as defined. At December 31, 2023, the Company's net capital was \$595,870, which exceeded the requirement by \$590,870. #### Risk Concentration 6 Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash. For the year ended December 31, 2023, the Company maintains cash balances which, at times, may exceed federally insured limits. As of December 31, 2023, the Company's uninsured cash balance was \$392,611. The Company has not experienced any losses on its cash deposits. At December 31, 2023, 100% of referral fees receivable was due from two broker dealers and an investment advisory firm. #### 7. Subsequent Events The Company has evaluated subsequent events through March 28, 2024, the date which the financial statements were issued. {12}------------------------------------------------ # SUPPLEMENTAL INFORMATION Pursuant to Rule 17a-5 of the Securities Exchange Act {13}------------------------------------------------ ## FWS Retirement Services, LLC Schedule I ## Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission ## As of December 31, 2023 | Net Capital | | | |-----------------------------------------------------------|--------------|--| | Total members' equity | S
859,689 | | | Less: Non-allowable assets | | | | Referral fees receivable | 252,474 | | | Other receivables | 645 | | | Prepaid expenses | 10,700 | | | Total non-allowable assets | 263,819 | | | Net Capital | 595,870 | | | Net minimum capital requirement of 6 2/3% of aggregate | | | | indebtedness of \$46,741 or \$5,000, whichever is greater | 5,000 | | | Excess Net Capital | S
590,870 | | ## Reconciliation with Company's Net Capital Computation Included in Part II of Amended Form X-17A-5 as of December 31, 2023 Amended as of March 26, 2024 There was no material difference between the Computation of Net Capital included in this report and the corresponding schedule included in the Company's amended December 31, 2023 Part IIA FOCUS filing. {14}------------------------------------------------ #### - #### !" " # " \$% # " & ' % ( ) \*+,-./012314561612144./.715829:;.<,;=7,1>,;?60,48@841>>3/1<829;,@,;;1>6824.22,458.2A85+5+,61>,.@ /B5B1>@B276127C1;81:>,122B8530;.7B456?127;,4,8C,61@,,161;,6B>5.@6B4+;,@,;;1>6D\*+,-./01237.,62.5 144,054B65./,;@B276.;6,4B;858,61277872.5+1C,0.66,668.2.@1234B65./,;@B276.;6,4B;858,6824.22,458.2 A85+5+,6,1458C858,6D\*+,;,@.;,?82;,>8124,.2E..52.5,FG5.HI-J,>,16,KG=FLLFKA+84+867864B66,782MNOP .@5+,;,>15,7EOM866B,7:3HI-651@@?5+,@8;/7872.54>18/12,Q,/058.2@;./HIOJB>,RS4K=K16857.,62.5 ,@@,455;1261458.26@.;123.2,7,@82,71614B65./,;B27,;JB>,RS4K=K?1275+,;,1;,2.85,/65.;,0.;5B27,;5+, ;,TB8;,/,256.@5+86JB>,D {15}------------------------------------------------ 675 Ygnacio Valley Road, Suite A200 Walnut Creek, CA 94596 (925) 933-2626 Fax (925) 944-6333 ### Review Report of Independent Registered Public Accounting Firm To the Members of FWS Retirement Services, LLC We have reviewed management's statements, included in the accompanying SEA Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) FWS Retirement Services, LLC (the "Company") did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R \$240.17a-5 because the Company limits its business activities exclusively to act as an accommodation broker-dealer, specifically making referrals in connection with the sale of mutual funds and variable annuity products, and receives a fee as a result of such referrals. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. The Company's management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R §240.17a-5 and related SEC Staff Frequently Asked Questions and its Statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R §240.17a-5, and related SEC Staff Frequently Asked Questions. Erast Winter & lissou Walnut Creek, California March 28, 2024 {16}------------------------------------------------ #### - # !"#\$%&'(')#\*+,-./ #+.0, 12345678595:6358;7<5=>??@ABCDEFGHIJKLMN7=O85P7=6585QR8ST58UQ5OV58=WRX5<66S4WV5YZOU[ \8S9WVPO65QR]6^5356^5@S9\O:]=6O65=6^5SVVS7:P - Yb^5@S9\O:]QS5=:S6O:Q - db^5@S9\O:]7=7V7:P6^7=\_`59\67S:45\S8685V]7:PS:1SS6:S65ZeS6^53\_@45V5O=5SbeU ZffZOQS\67:PO95:Q95:6=6SYZ@b1b4bcdefbYZOU[R5=\5<77O:Q85<57;5=O55O=O 85=WV6S=W<^85588OV=>O:Q6^5@S9\O:]aYQ7Q:S6Q785<6V]S87:Q785<6V]85<57;5>^SVQ>S8 S6^587=5S5W:Q=S8=5??@ O7896^O6>6S9]R5=6T:SV5QP5O:QR5V75>6^7=\_`59\67S:45\S867=68W5O:Qdfde Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.