# BIRCH LAKE PARTNERS, LP X-17A-5 (2023-03-01) — Broker-dealer annual report

- Company: BIRCH LAKE PARTNERS, LP
- Form: X-17A-5
- Filed: 2023-03-01
- Period: 2022-12-31
- Accession: 0001686173-23-000001
- CIK: 1686173
- File #: 8-69853
- Type: Broker-dealer
- Material weakness: No
- Auditor: Topel Forman LLC
- Auditor location: Chicago, IL
- Contact: Chad Kirschenblatt
- Phone: 516 222 9111
- Email: chad.kirschenblatt@jrllc.com
- Website: jrllc.com
- Signed by: Jack Butler (Chief Executive Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/1686173/000168617323000001/blppublic.pdf

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STATEMENT OF FINANCIAL CONDITION

DECEMBER 31, 2022

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549.

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8-69853

# ANNUAL REPORTS FORM X-17A-5 PART III

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                                                                                                                               |                                | 01/01/2022                   | AND ENDING                                                 |                              | 12/31/2022                                 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|------------------------------|------------------------------------------------------------|------------------------------|--------------------------------------------|
|                                                                                                                                                               |                                | MM/DD/YY                     |                                                            |                              | MM/DD/YY                                   |
| A, REGISTRANT IDENTIFICATION                                                                                                                                  |                                |                              |                                                            |                              |                                            |
| Birch Lake Partners, LP<br>NAME OF FIRM:                                                                                                                      |                                |                              |                                                            |                              |                                            |
| TYPE OF REGISTRANT {check all applicable boxes}:<br>Security-based swap dealer<br>Broker-dealer<br>Check here if respondent is also an OTC derivatives dealer |                                |                              |                                                            |                              | Major security-based swap participant      |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                                                                           |                                |                              |                                                            |                              |                                            |
| Hyatt Center, 71 South Wacker Drive, Suite 2425                                                                                                               |                                |                              |                                                            |                              |                                            |
|                                                                                                                                                               |                                | (No. and Street)             |                                                            |                              |                                            |
| Chicago                                                                                                                                                       |                                | -                            |                                                            |                              | 60606                                      |
| (City)                                                                                                                                                        |                                |                              | (State)                                                    |                              | (Zip Code)                                 |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                                                                                                  |                                |                              |                                                            |                              |                                            |
| Chad Kirschenblatt                                                                                                                                            | 516-222-9111                   |                              |                                                            | chad.kirschenblatt@jrllc.com |                                            |
| (Name)                                                                                                                                                        | (Area Code - Telephone Number) |                              |                                                            | (Email Address)              |                                            |
|                                                                                                                                                               |                                | B. ACCOUNTANT IDENTIFICATION |                                                            |                              |                                            |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing *<br>Topel Forman LLC                                                                |                                |                              |                                                            |                              |                                            |
|                                                                                                                                                               |                                |                              | (Name - if individual, state last, first, and middle name) |                              |                                            |
| 500 N. Michigan Ave, Ste 1700 Chicago                                                                                                                         |                                |                              |                                                            | -                            | 60611                                      |
| (Address)                                                                                                                                                     |                                | (City)                       |                                                            | (State)                      | (Zip Code)                                 |
| 7-27-2010                                                                                                                                                     |                                |                              |                                                            | 5181                         |                                            |
| (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                                                                  |                                |                              |                                                            |                              |                                            |

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.

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#### OATH OR AFFIRMATION

| Jack Butler                                | _ swear (or affirm) that, to the best of my knowledge and belief, the           |
|--------------------------------------------|---------------------------------------------------------------------------------|
| financial report pertaining to the firm of | Birch Lake Partners, LP<br>as of                                                |
| 12/31                                      | is frille and correct further swaar for affirml that nother the company por any |

true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer.

![](_page_2_Picture_3.jpeg)

Signature: Title

Chief Executive Officer

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.
- O (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.
- [1) 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-1, or 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-5, 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 report or 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.
- □ (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.
- | as applicable.
- □ (y) Report describing any material inadequacies found to exist or 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).
- [ (z) Other:
- \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17d-5(e)(3) or 17 CFR 240.180-7(d)(2), as applicable.

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### DECEMBER 31, 2022

### TABLE OF CONTENTS

| Report of Independent Registered Public Accounting Firm |  |
|---------------------------------------------------------|--|
| Financial Statement:                                    |  |
| Statement of Financial Condition                        |  |
| Notes to Financial Statement                            |  |

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![](_page_4_Picture_0.jpeg)

#### Report of Independent Registered Public Accounting Firm

To the Board of Directors of Birch Lake Partners, LP

#### Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of Birch Lake Partners, LP (a Delaware limited partnership) as of December 31, 2022, and the related notes (collectively referred to as the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Birch Lake Partners, LP as of December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

#### Basis for Opinion

This financial statement is the responsibility of Birch Lake Partners, LP's management. Our responsibility is to express an opinion on Birch Lake Partners, LP's financial statement 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 Birch Lake Partners, LP in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and the РСАОВ.

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 statement is 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 statement, 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.

We have served as Birch Lake Partners, LP's auditor since 2017. Chicago, Illinois February 28, 2023

audit • tax • consulting www.topelforman.com

999 18th Street, Suite 1605N Denver, CO 80202 720-588-4707

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### STATEMENT OF FINANCIAL CONDITION

DECEMBER 31, 2022

#### ASSETS

| Cash<br>Due from affiliate             | ಕಾ | 228,733<br>1,768,961 |
|----------------------------------------|----|----------------------|
| Total assets                           |    | \$ 1,997,694         |
| LIABILITIES AND PARTNERS' CAPITAL      |    |                      |
| Partners' capital                      |    | \$ 1,997,694         |
| Total liabilities and parters' capital |    | \$ 1,997,694         |

See notes to the financial statement

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#### NOTES TO THE FINANCIAL STATEMENT

#### DECEMBER 31, 2022

#### 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Birch Lake Partners, LP (the "Company") is a registered broker-dealer, effective as of March 9, 2017 ("registration date"), with the U.S. Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and is a partner of both the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investors Protection Corporation ("SIPC"). The Company earns fees from investment banking transactions.

The Company will not claim an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073, and as discussed in Q&A 8 of the related FAQ issued by SEC staff. The Company has represented that it does not and will not, (1) directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) does not and will not carry accounts of or for customers and (3) does not and will not carry PAB accounts.

The accompanying financial statements have been prepared from the separate records maintained by the Company and, due to certain transactions and agreements with the affiliated companies (see Note 5), such financial statements may not necessarily be indicative of the financial condition that would have existed or the results that would have been obtained from operations had the Company operated as an unaffiliated entity.

### 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

#### Basis of presentation

The accompanying financial statements of the Company have been prepared on the accrual basis of accounting.

#### Revenue recognition

Revenue from investment banking advisory services is recognized when the services are rendered and related expenses are recorded when incurred. Deal fees are recorded when earned and related expenses are recorded when incurred.

### Concentration of risk

The Company maintains cash in bank accounts with a single financial institution. The balances are insured by the FDIC up to \$250,000. At times, the balances in these accounts may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash.

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#### NOTES TO THE FINANCIAL STATEMENT

#### DECEMBER 31, 2022

### 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

#### Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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.

### Receivables and credit policies

Accounts receivable, which represent unsecured customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date, are stated at the amount billed to the customer. Interest is not charged for receivables unpaid after the expiration of normal terms. Customer account balances with invoices over 90 days old are considered to be delinquent. Payments of accounts receivable are allocated to the specific invoices identified on the customer's remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management's best estimate of the amount that will not be collected. Periodically, the Company evaluates its accounts receivable and, if applicable, provides for an allowance for doubtful accounts equal to amounts estimated to be uncollectible. The Company's estimate is based on a review of current status of the individual accounts receivable. No allowance for doubtful accounts was deemed necessary at December 31, 2022.

### Income taxes

The Company is not subject to U.S. federal nor state income taxes as it is a partnership and accordingly any income or loss is reported directly by the partners in their income tax returns.

The Company recognizes and measures its unrecognized tax benefits as well as its unrecorded liability, if any, in accordance with FASB ASC 740, Income Taxes. Under that guidance, the Company assesses the likelihood, based on technical merit, that tax positions will be sustained upon examination based on the facts, circumstances, and information available at the end of each period. The measurement of unrecognized tax benefits as well as unrecorded tax liability is adjusted when new information is available, or when an event occurs that requires a change.

The Company files U.S. Federal and Illinois state income tax returns. There were no unrecognized tax positions as of December 31, 2022. The Company is subject to income tax examinations for the years 2020, 2021 and 2022. If applicable, the Company would recognize penalties and interest related to uncertain tax positions in income tax expense.

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#### NOTES TO THE FINANCIAL STATEMENT

#### DECEMBER 31, 2022

### 4. REVENUE RECOGNITION (continued)

The Company's significant revenue stream consists entirely of investment banking revenues and all revenues are earned at a specific point in time.

Investment banking revenues consist of advisory services on corporate finance activities. These investment banking revenues are received based on contractual terms. The performance obligation for the advisory services is the completion of the corporate finance activities such as mergers and acquisitions, reorganizations and leveraged buyouts.

The Company made no significant judgements in applying the revenue guidelines prescribed in ASC-606 that affect the determination of the amount and timing of revenue from the above described investment banking revenues.

### 5. RELATED PARTY TRANSACTIONS

Through an expense sharing agreement with Birch Lake Partners GP, LLC (the "Parent") and Birch Lake Associates, LLC (the "Affiliate"), the Company was allocated certain operating expenses including occupancy, administrative salaries, communications, and office expenses.

During the normal course of business, the Affiliate received revenue deposits on behalf of the Company which are transferred to the Company's account. As of December 31, 2022, the Company had a receivable balance of \$1,768,961 due from Affiliate.

### 6. CAPITAL GRANTS

Effective January 3, 2017, an affiliate of the Company entered into an employment agreement with an officer of the Company which granted the officer a limited partnership interest in the affiliate. Effective January 1, 2018, the employment agreement was amended and corrected to include the grant of a limited partnership interests to other affiliated companies, including the Company. The fair value, vesting conditions and capital classification of the grant did not change from the original agreement, therefore ASU 2017-09 was not applicable to the modification. Per terms of the agreement, the officer was granted a 5% limited partner interest in the Company. The fair value of the capital interest was calculated as \$0 at the effective date of the original grant. These capital grants are being made by the majority owner directly and are not additional units issued from the Company and are contingent on the officer's continuous employment with the affiliate and subject to the following vesting schedule:

| anuary 1 | Vesting Percentage |
|----------|--------------------|
| 2018     | 20%                |
| 2019     | 40%                |
| 2020     | 60%                |
| 2021     | 80%                |
| 2022     | 100%               |

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