Comprehensive Capital Management, Inc.

Allegations: FROM APPROXIMATELY 2002 TO 8/2005, CCM TRANSACTED BUSINESS AS AN INVESTMENT ADVISER IN CT AT A TIME WHEN NO NOTICE FILING WAS MADE OR FEE REMITTED PURSUANT TO SECTION 36B-6(E) OF THE ACT AND; CCM ENGAGED AN UNREGISTERED INVESTMENT ADVISER AGENT IN WOODBURY, CT FROM 8/2004 TO 8/2005 Status: Final Sanction Detail: TOTAL $3,000 PAID 1/31/2006, $1,500 ADMIN FINE FOR FAILING TO FILE TIMELY NOTICE, $1,000 ADMIN FINE FOR FAILING TO REGISTER IA AGENT, $500 FOR PAST DUE NOTICE FILING & REGISTRATION FEES Summary: ON 1/27/2006, CCM EXECUTED A STIPULATION & AGREEMENT, FILE #ST-05-7224-S, TO SETTLE THIS MATTER, WHICH WAS COUNTERSIGNED BY THE BANKING COMMISSIONER ON 2/2/06.

Allegations: FAILURE TO REGISTER AT LEAST ONE INVESTMENT ADVISER REPRESENTATIVE IN THE COMMONWEALTH OF PENNSYLVANIA BEFORE TRANSACTING BUSINESS THERE BETWEEN APRIL 2010 AND SEPTEMBER 2012. Status: Final Sanction Detail: NONE Summary: COMPREHENSIVE CAPITAL MANAGEMENT, INC. VOLUNTARILY PAID AN ADMINISTRATIVE ASSESSMENT TO RESOLVE THE MATTER.

Allegations: FAILURE TO SUPERVISE FORMER AFFILIATE WHO PLED GUILTY TO THEFT OF CLIENT FUNDS AND MONITOR HIS TRANSACTIONS / FAILURE TO REPORT CUSTODY AND UNDERGO ANNUAL EXAMINATIONS OF CUSTODIAL ACCOUNTS CONTROLLED BY FORMER AFFILIATE Status: Final Sanction Detail: SEE ABOVE Summary: TIMOTHY J. ROTH ("ROTH") IS A FORMER REGISTERED REPRESENTATIVE WITH A BROKER-DEALER THAT WAS AFFILIATED WITH COMPREHENSIVE CAPITAL MANAGEMENT, INC. AND WAS ALSO AN IAR OF COMPREHENSIVE CAPITAL MANAGEMENT, INC. ON FEBRUARY 28, 2011, IMMEDIATELY UPON LEARNING THAT ROTH MISAPPROPRIATED FUNDS BELONGING TO COMPREHENSIVE CAPITAL MANAGEMENT, INC.'S CLIENTS, COMPREHENSIVE CAPITAL MANAGEMENT, INC. TERMINATED ITS RELATIONSHIP WITH ROTH AND NOTIFIED LAW ENFORCEMENT. ROTH EVENTUALLY PLED GUILTY TO MAIL FRAUD AND MONEY LAUNDERING, AND WAS SENTENCED TO PRISON AND RESTITUTION. COMPREHENSIVE CAPITAL MANAGEMENT, INC. ALSO TERMINATED ITS RELATIONSHIP WITH ITS FORMER CHIEF COMPLIANCE OFFICER FOR FAILURE TO MONITOR ROTH AND HIS ACTIVITIES. EFFECTIVE JULY 29, 2013, THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ISSUED AN "ORDER INSTITUTING ADMINISTRATIVE CEASE-AND-DESIST PROCEEDINGS, PURSUANT TO SECTIONS 203(E) AND 203(K) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER" (THE "ORDER") AGAINST COMPREHENSIVE CAPITAL MANAGEMENT, INC. THE ORDER INDICATES THAT COMPREHENSIVE CAPITAL MANAGEMENT, INC. VIOLATED SEVERAL SECTIONS OF THE INVESTMENT ADVISERS ACT OF 1940 AND THE RULES PROMULGATED THEREUNDER, WHICH VIOLATIONS ARE ALL BASED UPON OR RELATED TO ROTH'S FRAUDULENT ACTIONS AND/OR THE FORMER CHIEF COMPLIANCE OFFICER'S FAILURE TO SUPERVISE ROTH.

Allegations: SEC ADMIN RELEASE IA 40-5380 / SEPTEMBER 30, 2019: THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTED AGAINST COMPREHENSIVE CAPITAL MANAGEMENT, INC. ("RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'S OFFER, THE COMMISSION FINDS THAT THESE PROCEEDINGS ARISE OUT OF BREACHES OF FIDUCIARY DUTY AND INADEQUATE DISCLOSURES BY REGISTERED INVESTMENT ADVISER COMPREHENSIVE CAPITAL MANAGEMENT, INC. ("CCM") IN CONNECTION WITH ITS MUTUAL FUND SHARE CLASS SELECTION PRACTICES AND THE FEES ITS AFFILIATED BROKER RECEIVED PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 ("12B-1 FEES"). AT TIMES DURING THE PERIOD JANUARY 1, 2014 TO JUNE 8, 2018 (THE "RELEVANT PERIOD"), RESPONDENT PURCHASED, RECOMMENDED, OR HELD FOR ADVISORY CLIENTS MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES INSTEAD OF LOWER-COST SHARE CLASSES OF THE SAME FUNDS FOR WHICH THE CLIENTS WERE ELIGIBLE. RESPONDENT AND/OR ITS AFFILIATED BROKER RECEIVED 12B-1 FEES IN CONNECTION WITH THESE INVESTMENTS. RESPONDENT FAILED TO DISCLOSE IN ITS FORM ADV OR OTHERWISE THE CONFLICTS OF INTEREST RELATED TO (A) ITS RECEIPT OF 12B-1 FEES, AND/OR (B) ITS SELECTION OF MUTUAL FUND SHARE CLASSES THAT PAY SUCH FEES. DURING THE RELEVANT PERIOD, RESPONDENT AND/OR ITS AFFILIATED BROKER RECEIVED 12B-1 FEES FOR ADVISING CLIENTS TO INVEST IN OR HOLD SUCH MUTUAL FUND SHARE CLASSES. AS A RESULT OF THE CONDUCT, RESPONDENT WILLFULLY VIOLATED SECTION 206(2) OF THE ADVISERS ACT. Status: Final Sanction Detail: THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) OF THE ADVISERS ACT. RESPONDENT IS CENSURED, SHALL PAY DISGORGEMENT OF $83,401.41 AND PREJUDGMENT INTEREST OF $10,230.70, AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. Summary: RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE OFFER) WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN THE RESPONDENT'S OFFER. ACCORDINGLY, IT IS ORDERED THAT RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 206(2) OF THE ADVISERS ACT. RESPONDENT IS CENSURED, SHALL PAY DISGORGEMENT OF $83,401.41 AND PREJUDGMENT INTEREST OF $10,230.70, AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. RESPONDENT ACKNOWLEDGES THAT THE COMMISSION IS NOT IMPOSING A CIVIL PENALTY BASED UPON RESPONDENT'S SELF-REPORT IN THE SCSD INITIATIVE. RESPONDENT SELF-REPORTED TO THE COMMISSION THE VIOLATIONS DISCUSSED IN THIS ORDER PURSUANT TO THE DIVISION OF ENFORCEMENT'S (THE "DIVISION") SHARE CLASS SELECTION DISCLOSURE INITIATIVE ("SCSD INITIATIVE"). ACCORDINGLY, THIS ORDER AND RESPONDENT'S OFFER ARE BASED ON THE INFORMATION SELF-REPORTED BY RESPONDENT.

Allegations: ACCORDING TO THE SEC, FROM 2017 THROUGH MARCH 2021, CCM DID NOT ADEQUATELY DISCLOSE FEE-RELATED INFORMATION AND CONFLICTS OF INTEREST CONCERNING COMMISSIONS PAID TO OUR AFFILIATED BROKER-DEALER AND ITS FINANCIAL ADVISORS. FURTHER, CCM'S ADVISORY AGREEMENTS INCLUDED LIABILITY DISCLAIMER LANGUAGE, COMMONLY REFERRED TO AS A HEDGE CLAUSE, WHICH COULD LEAD A CLIENT TO BELIEVE INCORRECTLY THAT THE CLIENT HAD WAIVED A NON-WAIVABLE CAUSE OF ACTION AGAINST THE ADVISER PROVIDED BY STATE OR FEDERAL LAW. THE SEC ALSO CONCLUDED THAT CCM FAILED TO MAINTAIN ACCURATE RECORDS OF ITS DISCRETIONARY ACCOUNTS AND TO ADOPT AND IMPLEMENT ADEQUATE POLICIES AND PROCEDURES. Status: Final Sanction Detail: IN FEBRUARY 2022, CCM PAID DISGORGEMENT OF $66,635 AND A CIVIL PENALTY OF $300,000. CCM BEGAN THE PROCESS OF DISTRIBUTING DISGORGEMENT AND ADDITIONAL INTEREST TO AFFECTED CLIENTS, WHICH IT EXPECTS TO COMPLETE IN ACCORDANCE WITH THE SEC ORDER. Summary: WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, CCM SETTLED WITH THE SEC AND CONSENTED TO AN ORDER FINDING THAT CCM VIOLATED SECTIONS 204(A), 206(2), AND 206(4) OF THE ADVISERS ACT AND RULES 204-2(A)(8) AND 206(4)-7, A CENSURE, DISGORGEMENT OF $66,635 WITH INTEREST, AND A CIVIL PENALTY OF $300,000. CCM ALSO AGREED TO NOTIFY CERTAIN AFFECTED INVESTORS AND TO RETAIN AN INDEPENDENT COMPLIANCE CONSULTANT.