# JOHNSTONE BROKERAGE SERVICES, LLC X-17A-5 (2024-04-01) — Broker-dealer annual report

- Company: JOHNSTONE BROKERAGE SERVICES, LLC
- Form: X-17A-5
- Filed: 2024-04-01
- Period: 2023-12-31
- Accession: 0001774377-24-000001
- CIK: 1774377
- File #: 8-70335
- Type: Broker-dealer
- Material weakness: Yes
- Auditor: Jerome Davies, CPA, P C.
- Auditor location: Marietta, GA
- Contact: Brian Megenity
- Phone: 7702636003
- Email: bmegenity@bdcaonline.com
- Website: bdcaonline.com
- Signed by: Grant Johnstone (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/1774377/000177437724000001/jbsaudl.pdf

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

# **ANNUAL REPORTS FORM X-17A-S PART** Ill

| 0MB APPROVAL             |    |
|--------------------------|----|
| 0MB Number: 3235-0123    |    |
| Expires: Nov. 30, 2026   |    |
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|  | SEC FILE NUMBER |
|--|-----------------|
|  | 8-70335         |

**FACING PAGE** 

Information Required Pursuant to Rules 17a-5, 17a-12, and l Ba-7 under the Securities Exchange Act of 1934

FILING FOR THE PERIOD BEGINNING **1/1/2023**  AND ENDING **12/31/2023** 

MM/DD/YY

MM/ DD/YY

**A. REGISTRANT IDENTIFICATION** 

# NAME OF FIRM: JOHNSTONE BROKERAGE SERVICES, LLC

TYPE OF REGISTRANT (check all applicable boxes):

C!l Broker-dealer D Security-based swap dealer D Major security-based swap participant 0 Check here if respondent is also an OTC derivatives dealer

ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)

# 117 SAN AUGUSTINE STREET

|                                              | {No. and Street)               |                          |
|----------------------------------------------|--------------------------------|--------------------------|
| CENTER                                       | TX                             | 75935                    |
| (City)                                       | (State)                        | (Zip Code)               |
| PERSON TO CONTACT WITH REGARD TO THIS FILING |                                |                          |
| Brian Megenity<br>(770) 263-6003             |                                | bmegenity@bdcaonline.com |
| (Name)                                       | (Area Code - Telephone Number) | (Email Address)          |
|                                              | B. ACCOUNTANT IDENTIFICATION   |                          |
|                                              |                                |                          |

INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\*

# Jerome Davies, CPA, P C.

| 3605 Sandy Plains Rd., suite 240-480             | (Name - if individual, state last, first, and middle name)<br>Marietta | GA      | 30066                                      |
|--------------------------------------------------|------------------------------------------------------------------------|---------|--------------------------------------------|
| (Address)                                        | (City)                                                                 | (State) | (Zip Code)                                 |
| April 25, 2017                                   |                                                                        | 6363    |                                            |
| (Date of Registration with PCAOB)(if applicable) |                                                                        |         | {PCAOB Registration Number, if aoolicable) |
|                                                  | FOR OFFICIAL USE ONLY                                                  |         |                                            |

\* Claims for exemption from the requirement that the annual reports be covered by the 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-S(e)(l)(ii), if applicable.

Persons who are to respond to the collection of information contained in t his form are not required to respond unless the form displays a currently valid 0MB control number.

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#### **OATH OR AFFIRMATION**

| I Grant Johnstone |  |
|-------------------|--|
|                   |  |

I, Grant Johnstone swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of JOHNSTONE BROKERAGE SERVICES, LLC as of

12/31 2~ is 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. |                                                                                 |
|------------------------|---------------------------------------------------------------------------------|
|                        | Susan Helander Snider<br>My Commission Expires<br>2/1/2028<br>Notary 10 5577280 |
|                        |                                                                                 |
|                        |                                                                                 |

| Signatur~<br>_    | . -· |  |
|-------------------|------|--|
| c_:;;:,<br>Title: | AJ~  |  |
|                   |      |  |
| CEO               |      |  |

# **This filing .. contains (check all applicable boxes):**

- ~ (a) Statement of financial condition.
- D (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.
- D (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-l, as applicable.
- D (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- D (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- D (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.
- D (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.
- D (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-l , 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.
- D (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.
- D (r) Compliance report in accordance with 17 CFR 240.l 7a-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.
- D (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.
- D (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.l 7a-5 or 17 CFR 240.18a-7, as applicable.
- D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable.
- D (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). C (z) Other:-------------------- --------------- ---
- 
- \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e}{3) or 17 CFR 240.18a-7(d)(2), as applicable.

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JOHNSTONE BROKERAGE SERVICES, LLC Financial Statements For the Year Ended December 31, 2023 With Report of Independent Registered Public Accounting Firm

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3605 Sandy Plains Rd. Suite 240-480 Marietta, GA 30066 (347) 512-6085

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# **Johnstone Brokerage Services, LLC Statement of Financial Condition December 31, 2023**

### **Assets**

| Cash<br>Accounts receivable<br>Prepaid expenses and other assets                                        | \$<br>218,541<br>242,375<br>23,672 |
|---------------------------------------------------------------------------------------------------------|------------------------------------|
| Total assets                                                                                            | \$<br>484,588                      |
| Liabilites and members' equity                                                                          |                                    |
| Liabilities                                                                                             |                                    |
| Advisory fees payable<br>Advisory fees payable - related party<br>Accounts payable and accrued expenses | \$<br>252,399<br>70,292<br>4,779   |
| Total liabilities                                                                                       | 327,470                            |
| Members' equity                                                                                         | 157,118                            |
| Total liabilities and members' equity                                                                   | \$<br>484,588                      |

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# **Johnstone Brokerage Services, LLC Statement of Operations Year Ended December 31, 2023**

### **Revenue**

| Commissions                   | \$<br>962,436 |
|-------------------------------|---------------|
| Other income                  | 30,546        |
| Interest income               | 125           |
|                               |               |
| Total Revenue                 | 993,107       |
| Expenses                      |               |
| Advisory fees                 | 563,602       |
| Compensation and benefits     | 56,220        |
| Occupancy                     | 41,523        |
| Communications and technology | 27,382        |
| Other operating expenses      | 224,180       |
| Total Expenses                | 912,907       |
| Net income                    | \$<br>80,200  |

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# **Johnstone Brokerage Services, LLC Year Ended December 31, 2023 Statement of Changes in Members' Equity**

| December 31, 2022<br>\$<br>162,168<br>Adjustment to prior period to reflect receivable from former member<br>waived by the Company as a distribution<br>(42,625)<br>Balance December 31, 2022, as adjusted<br>119,543<br>Distribution to members<br>(42,625)<br>Net income<br>80,200<br>Balance at<br>December 31, 2023<br>\$<br>157,118 | Balance at |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--|
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# **Johnstone Brokerage Services, LLC Statement of Cash Flows Year Ended December 31, 2023**

| Cash flows from operating activities:                               |               |
|---------------------------------------------------------------------|---------------|
| Net income                                                          | \$<br>80,200  |
| Items which do not affect cash:                                     |               |
| Adjustment to prior period to reflect receivable from former member |               |
| waived by the Company as a distribution                             | (42,625)      |
| Adjustments to reconcile net income to net cash provided            |               |
| by operating activities:                                            |               |
| Changes in assets and liabilities:                                  |               |
| Increase in accounts receivable                                     | (194,978)     |
| Decrease in due from members                                        | 42,625        |
| Increase in prepaid expenses and other assets                       | (5,410)       |
| Decrease in due to member                                           | (20,174)      |
| Decrease in due to related party                                    | (2,000)       |
| Increase in advisory fees payable                                   | 322,690       |
| Decrease in accounts payable and accrued expenses                   | (9,453)       |
| Net cash provided by operating activities                           | 170,875       |
| Cash flows from financing activities:                               |               |
| Distributions                                                       | (42,625)      |
| Net cash used by financing activities                               | (42,625)      |
| Net increase in cash                                                | 128,250       |
| Cash at beginning of year                                           | 90,291        |
| Cash at end of year                                                 | \$<br>218,541 |

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## **JOHNSTONE BROKERAGE SERVICES, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023**

### Note 1 **Organization and Summary of Significant Accounting Policies**

### **Organization and Business**

Johnstone Brokerage Services, LLC ('"Company'') was formed February 2, 2019 under the laws of the state of Oregon, and converted to a Texas Limited Liability Company in December 2020. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") effective August 8, 2019. The Company is a member of the Financial Industry Regulatory Authority. The Company receives trailing commissions from product providers and provides Registered Investment Advisors ("RIA") online analysis tools that the RIAs use to provide ongoing account monitoring services for clients. As a limited liability company, the members' liability is limited to their investment.

Upon the dissolution of the former parent company, Johnstone Financial, Inc., effective December 31, 2022, the Company is directly owned by the owners of the former parent.

The Company is currently under contract to be sold to a new owner. The transaction has not yet closed but has received regulatory approval.

### **Revenue Recognition**

The Company recognizes revenue from contracts with customers in accordance with ASC 606 Revenue from Contracts with Customers ("ASC 606"), which creates a single framework for recognizing revenue from contracts with customers that fall within its scope. Revenue is recognized when the Company satisfies its performance obligation by transferring control over goods or services to a customer.

The Company receives commissions and fees ("commissions") from the sale of mutual funds, 529 Plans and variable annuities. The Company receives commissions that may be paid up front, over time, upon the investor's exit from the investment (that is, a contingent deferred sales charge, as applicable), or as a combination thereof. The Company believes that its performance obligation is the sale of securities to investors and as such this is fulfilled on the trade date (date of issuance for annuities). Any fixed amounts are recognized on the trade date and variable amounts are recognized to the extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. For variable amounts, as the uncertainty may be dependent on the value of the investment at future points in time and/or the length of time the investor remains in the investment, both of which are highly susceptible to factors outside the Company's influence, the Company does not believe that it can overcome this constraint until the market value of the investment and/or the investor activities are known, which are usually monthly or quarterly.

### **Accounts Receivable**

The carrying amount of accounts receivable is reduced by an allowance for credit losses, as necessary, to reflect management's best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of

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## **JOHNSTONE BROKERAGE SERVICES, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023**

# Note 1 **Organization and Summary of Significant Accounting Policies (continued) Accounts Receivable (continued)**

the balance that will not be collected. There was no allowance for credit losses as of December 31, 2023.

### **Income Taxes**

The Company is treated as a partnership for income tax purposes. Consequently, income taxes are not payable by, or provided for, the Company. Members are taxed individually on their shares of the Company's earnings. The Company has adopted the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740-10, Accounting for Uncertainty in Income Taxes. Under FASB ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status, including its status as a pass-through entity, and the decision not to file a return. The Company has evaluated each of its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary.

### **Use of Estimates**

The preparation of financial statements in conformity with generally accepted accounting principles 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.

### Note 2 **Concentrations**

The Company maintains cash on deposit with several banking institutions. Depository accounts are insured by the Federal Depository Insurance Corporation ("FDIC") to a maximum of \$250,000 per bank, per depositor. Cash balances may at times exceed federally insured limits.

Commissions from three product providers were individually greater than 10% of total commissions revenue and in the aggregate represented approximately 52% of total commissions revenue for the year-ended December 31, 2023. Commissions from five product providers were individually greater than 10% of accounts receivable and in the aggregate represented approximately 82% of accounts receivable at December 31, 2023.

### Note 3 **Contingencies**

The Company is subject to litigation in the normal course of business. The Company had no litigation related contingencies for the year ended December 31, 2023.

### Note 4 **Net Capital Requirements**

The Company, as a registered broker dealer is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2023, the Company

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## **JOHNSTONE BROKERAGE SERVICES, LLC NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023**

### Note 4 **Net Capital Requirements (continued)** had net capital of \$36,496, which was \$14,665 in excess of its required net capital of \$21,831 and its ratio of aggregate indebtedness to net capital was 8.97 to 1.0.

### Note 5 **Related Party Transactions**

The Company incurred advisory fees of approximately \$96,630 pursuant to an agreement with an entity (the "Affiliate") for which an owner and an officer of the Company are also officers. Advisory fees payable of approximately \$70,292 under the agreement as of December 31, 2023 is included on the accompanying Statement of Financial Condition.

The Company leases office space from an entity under common ownership under a month-to-month operating lease with an initial term beginning January 1, 2023. The lease automatically renews each month unless cancelled. Lease expense for the year ended December 31, 2023 under this lease agreement amounted to \$39,664 and is included in "Occupancy" in the Statement of Operations. The Company provides a portion of its office space under the lease to the Affiliate for which it receives reimbursement pursuant to an expense sharing agreement. The rent expense reimbursement is based on square footage utilized by the Affiliate. For the year ended December 31, 2023, rent reimbursement under this agreement was \$30,546 and is reflected as other income on the Statement of Operations.

The Company has elected, for all underlying classes of assets, to not recognize right-ofuse assets and lease liabilities for short-term leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes lease cost associated with its short-term leases on a straight-line basis over the lease term.

Financial position and results of operations could differ from the amounts in the financial statements if the above transactions were with entities that were autonomous.

### Note 6 **Subsequent Events**

The Company has performed an evaluation of subsequent events through the date the financial statements were issued.

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# 6833/(0(17\$/,1)250\$7,21

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#### **Schedule I**

### **Johnstone Brokerage Services, LLC Pursuant to Rule 17a-5 December 31, 2023 Supplemental Information**

#### **Computation of Net Capital**

| Total members' equity qualified for net capital           | \$<br>157,118 |
|-----------------------------------------------------------|---------------|
|                                                           |               |
| Non-allowable assets:                                     |               |
| Accounts receivable, net of related advisory fees payable | 96,950        |
| Prepaid expenses and other assets                         | 23,672        |
| Total non-allowable assets                                | 120,622       |
| Net capital before haircuts                               | 36,496        |
| Less haircuts on securities positions                     | \$<br>-       |
| Net capital                                               | \$<br>36,496  |
| Aggregate indebtedness                                    | \$<br>327,470 |
| Computation of basic net capital requirement              |               |
| Minimum net capital required (greater of \$5,000 or       |               |
| 6 2/3% of aggregate indebtedness)                         | \$<br>21,831  |
| Excess Net Capital                                        | \$<br>14,665  |
| Ratio of aggregate indebtedness to net capital            | 8.97 to 1     |

#### **Reconciliation of Computation of Net Capital**

There is no significant difference between net capital above and net capital as reported on Part IIA of Form X-17a-5 (as amended) as of December 31, 2023.

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# **JOHNSTONE BROKERAGE SERVICES, LLC SCHEDULE** II **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER SEC RULE 15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 AS OF DECEMBER 31, 2023**

With respect to the Computation for Determination of Reserve Requirements under Rule 15c3-3, the Company does not claim an exemption from Rule 15c3-3 in reliance upon footnote 74 of SEC Release No. 34-70073 dated July 30, 2013, and as discussed in Question 8 of the related FAQ released by SEC staff on April 4, 2014. The Company does not hold customer funds or securities.

# **SCHEDULE III INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 AS OF DECEMBER 31, 2023**

With respect to the Information Relating to Possession or Control Requirements under Rule 15c3-3, the Company does not claim an exemption from Rule 15c3-3 in reliance upon footnote 74 of SEC Release No. 34-70073 dated July 30, 2013, and as discussed in Question 8 of the related FAQ released by SEC staff on April 4, 2014. The Company does not hold customer funds or securities.

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3605 Sandy Plains Rd. Suite 240-480 Marietta, GA 30066 (347) 512-6085

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# Johnstone Brokerage Services, LLC Exemption Report December 31, 2023

Johnstone Brokerage Services, LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following:

- (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3- 3, and
- (2) ēôϙĺıŕÍIJƅϙĖŜϙƱīĖIJČϙťēĖŜϙ(ƄôıŕťĖĺIJϙôŕĺŘťϙŘôīƅĖIJČϙĺIJϙ>ĺĺťIJĺťôϙ͖͓ϙĺċϙťēôϙ(ϙôīôÍŜôϙ No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company īĖıĖťŜϙĖťŜϙæŪŜĖIJôŜŜϙÍèťĖŽĖťĖôŜϙôƄèīŪŜĖŽôīƅϙťĺϙôƯôèťĖIJČϙŜôèŪŘĖťĖôŜϙťŘÍIJŜÍèťĖĺIJŜϙŽĖÍϙ subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers (other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted ċĺŘϙôƯôèťĖIJČϙťŘÍIJŜÍèťĖĺIJŜϙŽĖÍϙŜŪæŜèŘĖŕťĖĺIJŜϙĺIJϙÍϙŜŪæŜèŘĖŕťĖĺIJϙſÍƅϙæÍŜĖŜϙſēôŘe the funds are payable to the issuer or its agent and not to the Company); (2) did not carry ÍèèĺŪIJťŜϙĺċϙĺŘϙċĺŘϙèŪŜťĺıôŘŜϢϙÍIJîϙϼ͒ϽϙîĖîϙIJĺťϙèÍŘŘƅϙϙÍèèĺŪIJťŜϙϼÍŜϙîôƱIJôîϙĖIJϙŪīôϙ 15c3-͒ϽϙťēŘĺŪČēĺŪťϙťēôϙıĺŜťϙŘôèôIJťϙƱŜèÍīϙƅôÍŘϙſĖťēĺŪťϙôƄèôŕťĖĺIJϟ

Johnstone Brokerage Services, LLC

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Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
