Disclosures and Terms of Use.

Use of Passaic Partners’ ("Passaic’s") website ("Website") signifies that you accept the following Terms of Use.  If you do not agree to the Terms of Use, do not use this Website. Nothing contained in these Terms of Use is intended to modify or amend any other written agreement, if any, that may currently be in effect between you and Passaic regarding matters other than your use of the Website. Passaic may periodically modify these Terms of Use, and any such modifications will be effective immediately upon posting.

Passaic expressly reserves the right to monitor your use of this Website, without liability. Passaic may terminate your access to the Website for any reason or no reason without prior notice.

Passaic Partners LLC (“Passaic”) is an investment adviser registered with the US Securities and Exchange Commission (CRD # 313290). Such registration does not imply a level of skill or training.

The information on Passaic’s website ("Website") is for information, education, and noncommercial purposes only. The information presented herein contains expressions of opinion, which are subjective, may be difficult to prove, and are subject to change without notice. Opinions and estimates offered on the Website constitute our judgment and are subject to change without notice, as are statements of financial market trends, which are based on current market conditions. We believe the information provided on this website is reliable, but do not warrant its accuracy or completeness. Passaic does not provide legal, tax, or accounting advice or services. Investors should consult with their own tax or legal advisor prior to entering into any transaction or strategy described herein.

NO OFFER OR ADVICE

Information on this Website is not intended as an offer or solicitation for the purchase or sale of any financial instrument. Nothing contained in or on the Website should be construed as an offer to buy or sell, a solicitation of an offer to buy or sell, or recommendation to buy or sell any security, commodity, or investment, or to engage in any other transaction. Nor does this Website constitute an offering or recommendation by Passaic on any investment, investment management service, or advisory service. Nothing contained on the Website should be construed as Passaic providing investment, tax, or legal advice and the Website should be not used for these purposes. The information on the Website is provided solely on the basis that you make your own investment decisions. Unless separately and expressly agreed, Passaic neither provides investment advice to, nor receives and transmits orders from, users of the Website.

INVESTMENT RISK DISCLOSURE

Investment involves risk and, in some cases, involves substantial risk of loss. Past performance is no guarantee of future results. Potential for profit is accompanied by possibility of loss. The views and strategies described may not be suitable for all investors. Investing entails risks and there can be no assurance that Passaic (or its affiliates) will achieve profits or avoid incurring losses.

All investment and trading activities risk the loss of capital and no assurance can be given that the investment activities of a client’s account will achieve the investment objectives of such account or avoid losses. Direct and indirect investing in securities involves risk of loss that clients should be prepared to bear.

There is no assurance that any account or fund managed by Passaic (“Account”) will achieve its investment objective. Accounts are subject to market risk, which is the possibility that the market values of the securities in an Account will decline and that the value of the securities may therefore be less than what was paid for them. Market values can change daily due to economic and other events (e.g. natural disasters, health crises, terrorism, conflicts and social unrest) that affect markets, countries, companies or governments. It is difficult to predict the timing, duration, and potential adverse effects (e.g., portfolio liquidity) of events. Accordingly, you can lose money investing in an Account.

Investment strategies that seek to enhance after-tax performance may be unable to fully realize strategic gains or harvest losses due to various factors. Prospective investors should consult with a tax or legal advisor before making any investment decision.

Global market investing, including developed, emerging, and frontier markets, carries additional risks or costs including but not limited to political, economic, financial market, currency exchange, liquidity, accounting, and trading capability risks.

Derivatives such as futures, swaps, and other investment strategies have certain disadvantages and risks. Futures require the posting of initial and variation margin. Therefore, a portion of risk capital must be preserved for this purpose rather than being allocated to investment. Liquid futures may not exist for published benchmarks, which may result in tracking error. Also, some intraperiod mispricing may occur. Swaps require periodic payments, may be less liquid than futures, and may have counterparty credit risk. Some investment strategies require a cash investment equal to the desired amount of exposure.

The value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry or commodity, which may include weather, embargoes, tariffs, health, and political, international, and regulatory developments. Economic events and other events, whether real or perceived, can reduce the demand for commodities, which may reduce market prices and cause their value to fall. The use of derivatives can lead to losses or adverse movements in the price or value of the asset, index, rate, or instrument underlying a derivative due to failure of a counterparty or due to tax or regulatory constraints.

Options are not suitable for all investors and carry additional risks. Investors must ensure that they have read and understood the current options risk disclosure document before entering into any options transactions. In addition, investors should consult with a tax, legal, or financial advisor prior to contemplating any derivative transactions. The options risk disclosure document can be accessed here.

PERSONS RESIDENT OUTSIDE THE UNITED STATES

The information provided on the Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. All persons and entities accessing the Website do so on their own initiative and are responsible for compliance with applicable local laws and regulations.

The Website is operated from offices within the United States of America. Passaic does not represent that the information on the Website is appropriate or available for use in other locations. Access from certain locations may be strictly prohibited.

RESTRICTIONS ON USE

Passaic reserves all rights not expressly granted in these Terms of Use. Except as otherwise stated in these Terms of Use or as expressly authorized by Passaic in writing, you may not:  

• Modify, copy, distribute, transmit, post, display, perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, or exploit any reports, data, information, content, software, RSS and podcast feeds, products, services, or other materials on, generated by or obtained from this Website, whether through links or otherwise (collectively, "Materials");

• Redeliver any page, text, image or Materials on this Website using "framing" or other technology;

• Engage in any conduct that could damage, disable, or overburden (i) this Website, (ii) any Materials or services provided through this Website, or (iii) any systems, networks, servers, or accounts related to this Website, including without limitation, using devices or software that provide repeated automated access to this Website, other than those made generally available by Passaic;

• Probe, scan, or test the vulnerability of any Materials, services, systems, networks, servers, or accounts related to this Website or attempt to gain unauthorized access to Materials, services, systems, networks, servers, or accounts connected or associated with this Website through hacking, password or data mining, or any other means of circumventing any access-limiting, user authentication or security device of any Materials, services, systems, networks, servers, or accounts related to this Website;

• Use the Website to conduct or engage in unlawful activities, to violate any law or regulation, or to violate or infringe upon the rights of Passaic, or any third party, including, without limitation, contractual rights, intellectual property rights, and privacy rights; or

• Modify, copy, obscure, remove or display Passaic's name, logo, trademarks, test, notices, or images without Passaic's express written permission.

COPYRIGHT POLICY, NOTICE AND CLAIM INFORMATION

Passaic owns and operates this Website. All Materials on this Website, whether separate or compiled, including, but not limited to, text, graphics, audio clips, logos, buttons, images, digital downloads, data compilations, software, icons, html code and xml code, as well as all copyright, patent, trademark, trade dress, and other rights therein, are owned or licensed by Passaic and its third-party information providers, and are protected by United States and international intellectual property laws.

LINKING

You may not link to this Website unless Passaic expressly grants permission to do so.

DATA, INFORMATION AND CONTENT

The Materials on this Website are for information, education, and noncommercial purposes only. Although Passaic may provide data, information, and content relating to investment approaches and opportunities to buy or sell securities, you should not construe any such information or other content available through this Website as investment advice, or as legal or tax advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any Materials on this Website before making any decisions based on such Materials.  In exchange for using such Materials, you agree not to hold Passaic and its directors (trustees), officers, employees, or its third-party information providers liable for any possible claim for damages arising from any decision you make based on the Materials made available to you through this Website. By providing access to other websites, neither Passaic nor any of its affiliates is recommending the purchase or sale of securities issued by any company, nor are they endorsing services provided by any website's sponsoring organization.

Charts, graphs, and other visual presentations and text information were derived from internal, proprietary, or service vendor technology sources and may have been extracted from other firm data bases. As a result, the tabulation of certain reports may not precisely match other published data. Data may have originated from various sources.

Although Passaic has made every effort to ensure that the information contained within this Website is accurate, no representation or warranty (including liability towards third parties), expressed or implied, is made as to its accuracy, reliability or completeness by Passaic. This Website contains both current and historical publications. The information, views and content contained in these publications are current only as of the date indicated and are subject to change without notice.

OWNERSHIP OF OTHER MATERIALS

All trademarks, service marks and logos appearing on this Website are the exclusive property of their respective owners.

All of Passaic's graphics, logos, page headers, and service names are trademarks, service marks, or trade dress of Passaic. Passaic's trademarks, service marks and trade dress may not be used in connection with any product or service or in any manner that is likely to cause confusion among customers or investors, or in any manner that disparages or discredits Passaic. Nothing contained on this Website should be construed as granting any license or right in or to any trademarks, service marks, or trade dress of Passaic.

THIRD-PARTY CONTENT

Data and other materials appearing on this Website that are provided by third parties are believed by Passaic to be obtained from reliable sources, but Passaic cannot guarantee and is not responsible for their accuracy, timeliness, completeness, or suitability for use. Passaic is not responsible for, and does not prepare, edit, or endorse, the content, advertising, products, or other materials on or available from any website owned or operated by a third party that is linked to this Website via hyperlink. The fact that Passaic has provided a link to a third party's website does not constitute an implicit or explicit endorsement, authorization, sponsorship, or affiliation by Passaic with respect to such web site, its owners, providers, or services. You use any such third-party content at your own risk.

PRIVACY POLICY

To understand our privacy practices, please review our Privacy Statement which governs your visit to this Website by clicking on the link 'Privacy Disclosure' in the bottom menu of the Website.

WARRANTY DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

THERE ARE NO IMPLIED OR EXPRESSED WARRANTIES CONTAINED IN THE MATERIALS ON THIS WEBSITE; THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE BASIS."  PASSAIC, ITS AFFILIATES, AGENTS, DIRECTORS (AND TRUSTEES), OFFICERS, EMPLOYEES, LICENSORS AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS DISCLAIM, TO THE FULLEST EXTENT UNDER APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THIS SERVICE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ALL WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY, WITH RESPECT TO (I) THE WEBSITE; (II) ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE WEBSITE; (III) USE OF THE WEBSITE, MATERIALS, PRODUCTS, OR SERVICES; AND (IV) THE RESULTS OF THE USE OF THE WEBSITE, MATERIALS, PRODUCTS, OR SERVICES. FURTHER, PASSAIC, ITS AFFILIATES, DIRECTORS (AND TRUSTEES), OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE THROUGH THIS WEBSITE. EXCEPT AS PROVIDED BY LAW, NEITHER PASSAIC NOR ITS THIRD-PARTY INFORMATION PROVIDERS AND VENDORS HAS ANY RESPONSIBILITY TO MAINTAIN THE MATERIALS, PRODUCTS, OR SERVICES OFFERED ON THE WEBSITE OR TO SUPPLY CORRECTIONS, UPDATES, OR RELEASES FOR THE SAME. USE OF THIS SERVICE IS AT YOUR OWN RISK. 

REFERENCE TO A FUND OR SECURITY ANYWHERE ON THIS WEBSITE IS NOT A RECOMMENDATION TO BUY, SELL, OR HOLD THAT OR ANY OTHER SECURITY.  IF YOU LIVE IN A STATE THAT DOES NOT ALLOW DISCLAIMERS OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

LIABILITY AND INDEMNITY

ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS WEBSITE ARE DONE AT YOUR OWN RISK.  YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER EQUIPMENT, OR LOSS OF DOWNLOADED OR OBTAINED DATA THAT RESULTS FROM SUCH DOWNLOAD.  NEITHER PASSAIC NOR ITS AFFILIATES, DIRECTORS (AND TRUSTEES), OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, OR DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, OR COMMUNICATIONS LINE FAILURE, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, CAUSED BY THE USE OF OR INABILITY TO USE THE WEBSITE, MATERIALS OR ANY PRODUCTS OR SERVICES PROVIDED HEREIN, OR ANY OTHER MATTER RELATING TO THIS WEBSITE, EVEN IF PASSAIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.  TO THE EXTENT THAT A JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, THE LIABILITY OF PASSAIC AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS.

You agree to indemnify, defend, and hold harmless Passaic, its affiliates, and each of its and their officers, directors (and trustees), employees, and agents, from and against all claims, demands, liabilities, damages, losses, or expenses, including attorney's fees and costs, arising out of or related to your access to or use of this Website, or any violation by you of these Terms of Use.

JURISDICTION

The information on this Website is for informational purposes only and is subject to change without notice. Products and services described in this Website may not be suitable for all users. The contents hereof do not constitute an offer or a solicitation to buy or sell any financial instrument, product or service. FURTHERMORE, THE CONTENTS HEREOF ARE NOT INTENDED FOR ACCESS BY, DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH ACCESS, DISTRIBUTION OR USE WOULD BE CONTRARY TO LOCAL LAW OR REGULATION.  Not all products and services mentioned in this Website are available in all jurisdictions.

Certain portions or pages of this Website are subject to additional disclosures and disclaimers.  In the event of a conflict between those disclosures and disclaimers and these terms and conditions, the additional disclosures and disclaimers will govern for such portions and pages.

INTEGRATION AND SEVERABILITY

If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions.  The preceding Terms of Use represent the entire agreement between Passaic and the user relating to the subject matter herein.

FORM ADV PART 2A

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