CochranMickels Retirement
Specialists, LLC
Firm Brochure - Form ADV Part 2A
This brochure provides information about the qualifications and business practices of CochranMickels Retirement
Specialists, LLC. If you have any questions about the contents of this brochure, please contact us at (256) 417-4870
or by email at: info@cochranmickels.com. The information in this brochure has not been approved or verified by theUnited States Securities and Exchange Commission or by any state securities authority.
Additional information about CochranMickels Retirement Specialists, LLC is also available on the SEC’s website
at www.adviserinfo.sec.gov. CochranMickels Retirement Specialists, LLC’s CRD number is: 327837.

4801 University Square Drive Suite 26
Huntsville, AL 35816(256) 417-4870
info@cochranmickels.com
https://cochranmickels.com

Registration as an investment adviser does not imply a certain level of skill or training.
Version Date: 07/08/2024iItem 2: Material Changes
The material changes in this brochure from the last annual updating amendment of CochranMickels
Retirement Specialists, LLC on 02/27/2024 are described below. Material changes relate to
CochranMickels Retirement Specialists, LLC’s policies, practices or conflicts of interests.
•

CochranMickels Retirement Specialists, LLC receives no research, product, or services other than
execution from a broker-dealer or third-party in connection with client securities transactions(“soft dollar benefits”). (Item 12)ii

Item 3: Table of Contents
Item 1: Cover Page
Item 2: Material Changes ................................................................................................................................. ii
Item 3: Table of Contents................................................................................................................................. iii
Item 4: Advisory Business ................................................................................................................................ 2
Item 5: Fees and Compensation ....................................................................................................................... 4
Item 6: Performance-Based Fees and Side-By-Side Management ................................................................. 6
Item 7: Types of Clients .................................................................................................................................... 6
Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ............................................................ 6
Item 9: Disciplinary Information ..................................................................................................................... 9
Item 10: Other Financial Industry Activities and Affiliations ....................................................................... 9
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 10
Item 12: Brokerage Practices .......................................................................................................................... 11
Item 13: Review of Accounts.......................................................................................................................... 12
Item 14: Client Referrals and Other Compensation ..................................................................................... 13
Item 15: Custody ............................................................................................................................................. 13
Item 16: Investment Discretion ...................................................................................................................... 14
Item 17: Voting Client Securities (Proxy Voting) ......................................................................................... 14
Item 18: Financial Information ....................................................................................................................... 14
Item 19: Requirements For State Registered Advisers ................................................................................. 15iii

Item 4: Advisory Business
A. Description of the Advisory Firm
CochranMickels Retirement Specialists, LLC (hereinafter “CRSL”) is a Limited Liability
Company organized in the State of Alabama. The firm was formed in February 2022, andthe principal owners are Lucas Staples and Mike Hugh Mickels.

B. Types of Advisory Services
Portfolio Management Services
CRSL offers ongoing portfolio management services based on the individual goals,
objectives, time horizon, and risk tolerance of each client. CRSL creates an Investment
Policy Statement for each client, which outlines the client’s current situation (income, tax
levels, and risk tolerance levels) and then constructs a plan to aid in the selection of aportfolio that matches each client's specific situation. Portfolio management services
include, but are not limited to, the following:•••

Investment strategy
Asset allocation
Risk tolerance•••

Personal investment policy
Asset selection
Regular portfolio monitoring

CRSL evaluates the current investments of each client with respect to their risk tolerance
levels and time horizon. CRSL will require discretionary authority from clients in order
to select securities and execute transactions without permission from the client prior toeach transaction. Risk tolerance levels are documented in the Investment Policy
Statement, which is given to each client.
CRSL seeks to provide that investment decisions are made in accordance with thefiduciary duties owed to its accounts and without consideration of CRSL’s economic,
investment or other financial interests. To meet its fiduciary obligations, CRSL attempts
to avoid, among other things, investment or trading practices that systematicallyadvantage or disadvantage certain client portfolios, and accordingly, CRSL’s policy is toseek fair and equitable allocation of investment opportunities/transactions among its
clients to avoid favoring one client over another over time. It is CRSL’s policy to allocate
investment opportunities and transactions it identifies as being appropriate and prudent
among its clients on a fair and equitable basis over time.

Financial Planning
Financial plans and financial planning may include, but are not limited to: investment
planning; life insurance; tax concerns; retirement planning; college planning; anddebt/credit planning.
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Financial planning services under this Agreement are performed on a non-discretionary
basis. CRSL will not be compensated on the basis of a share of capital gains upon or capital
appreciation of the funds or any portion of the funds of Client for financial planning
services.

Services Limited to Specific Types of Investments
CRSL generally limits its investment advice to mutual funds, fixed income securities,
insurance products including equities and ETFs. CRSL may use other securities as well tohelp diversify a portfolio when applicable.

Written Acknowledgement of Fiduciary Status
When we provide investment advice to you regarding your retirement plan account or
individual retirement account, we are fiduciaries within the meaning of Title I of the
Employee Retirement Income Security Act and/or the Internal Revenue Code, asapplicable, which are laws governing retirement accounts. The way we make money
creates some conflicts with your interests, so we operate under a special rule that
requires us to act in your best interest and not put our interest ahead of yours. Under
this special rule’s provisions, we must:
•
•
•
•
•
•

Meet a professional standard of care when making investment recommendations(give prudent advice);
Never put our financial interests ahead of yours when making recommendations(give loyal advice);
Avoid misleading statements about conflicts of interest, fees, and investments;
Follow policies and procedures designed to ensure that we give advice that is inyour best interest;
Charge no more than is reasonable for our services; andGive you basic information about conflicts of interest.

C. Client Tailored Services and Client Imposed Restrictions
CRSL will tailor a program for each individual client. This will include an interview
session to get to know the client’s specific needs and requirements as well as a plan thatwill be executed by CRSL on behalf of the client. CRSL may use model allocations together
with a specific set of recommendations for each client based on their personal restrictions,needs, and targets. Clients may not impose restrictions in investing in certain securities ortypes of securities in accordance with their values or beliefs.

D. Wrap Fee Programs
A wrap fee program is an investment program where the investor pays one stated fee that
includes management fees and transaction costs. CRSL does not participate in wrap fee
programs.
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E. Assets Under Management
CRSL has the following assets under management:
Discretionary Amounts:

Non-discretionary Amounts:

Date Calculated:$22,495,845$0December 2023

Item 5: Fees and Compensation
A. Fee Schedule
Portfolio Management Fees
Total Assets Under
Management

Annual FeesFirst $250,000

1.38%

Next $250,000

1.30%

Next $500,000

1.25%

Next $1,000,000

1.00%

Next $2,000,000

0.80%

Next $5,000,000

0.60%Over $10,000,000

0.50%

Total Investment$250,000$500,000$1,000,000$2,000,000$4,000,000$9,000,000$19,000,000+

The advisory fee is calculated using the value of the assets in the Account on the lastbusiness day of the prior billing period.
These fees are generally negotiable and the final fee schedule will be memorialized in theclient’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of CRSL's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

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Financial Planning Fees
Fixed Fees
The negotiated fixed rate for creating client financial plans is between $3,000 and $5,000.

Hourly Fees
The negotiated hourly fee for these services is $250.
Clients may terminate the agreement without penalty, for full refund of CRSL’s fees,
within five business days of signing the Financial Planning Agreement. Thereafter, clients
may terminate the Financial Planning Agreement generally upon written notice.

B. Payment of Fees
Payment of Portfolio Management Fees
Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a monthly basis. Fees are paid in advance.

Payment of Financial Planning Fees
Financial planning fees are paid via check and wire.
Fixed financial planning fees are paid 50% in advance, but never more than six months inadvance, with the remainder due upon presentation of the plan.
Hourly financial planning fees are paid in arrears upon completion.

C. Client Responsibility For Third Party Fees
Clients are responsible for the payment of all third party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate anddistinct from the fees and expenses charged by CRSL. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of FeesCRSL collects fees in advance. Refunds for fees paid in advance but not yet earned will be
refunded on a prorated basis and returned within fourteen days to the client via check, or
return deposit back into the client’s account.
For all asset-based fees paid in advance, the fee refunded will be equal to the balance ofthe fees collected in advance minus the daily rate* times the number of days elapsed in5the billing period up to and including the day of termination. (*The daily rate is calculatedby dividing the annual asset-based fee rate by 365.)
Fixed fees that are collected in advance will be refunded based on the prorated amount ofwork completed at the point of termination.

E. Outside Compensation For the Sale of Securities to Clients
Neither CRSL nor its supervised persons accept any compensation for the sale of securities
or other investment products, including asset-based sales charges or service fees from thesale of mutual funds.

Item 6: Performance-Based Fees and Side-By-Side Management
CRSL does not accept performance-based fees or other fees based on a share of capital gains on
or capital appreciation of the assets of a client.

Item 7: Types of ClientsCRSL generally provides advisory services to the following types of clients:❖❖

Individuals
High-Net-Worth Individuals

There is no account minimum for any of CRSL’s services.

Item 8: Methods of Analysis, Investment Strategies, & Risk of
Loss
A. Methods of Analysis and Investment Strategies
Methods of Analysis
CRSL’s methods of analysis include Fundamental analysis and Modern portfolio theory.
Fundamental analysis involves the analysis of financial statements, the general financial
health of companies, and/or the analysis of management or competitive advantages.
Modern portfolio theory is a theory of investment that attempts to maximize portfolio
expected return for a given amount of portfolio risk, or equivalently minimize risk for agiven level of expected return, each by carefully choosing the proportions of various asset.
6Investment Strategies
CRSL uses long term trading.
Investing in securities involves a risk of loss that you, as a client, should be prepared
to bear.

B. Material Risks Involved
Methods of Analysis
Fundamental analysis concentrates on factors that determine a company’s value andexpected future earnings. This strategy would normally encourage equity purchases instocks that are undervalued or priced below their perceived value. The risk assumed isthat the market will fail to reach expectations of perceived value.
Modern portfolio theory assumes that investors are risk averse, meaning that given two
portfolios that offer the same expected return, investors will prefer the less risky one.
Thus, an investor will take on increased risk only if compensated by higher expected
returns. Conversely, an investor who wants higher expected returns must accept morerisk. The exact trade-off will be the same for all investors, but different investors will
evaluate the trade-off differently based on individual risk aversion characteristics. The
implication is that a rational investor will not invest in a portfolio if a second portfolio
exists with a more favorable risk-expected return profile – i.e., if for that level of risk analternative portfolio exists which has better expected returns.

Investment Strategies
Long term trading is designed to capture market rates of both return and risk. Due to its
nature, the long-term investment strategy can expose clients to various types of risk thatwill typically surface at various intervals during the time the client owns the investments.
These risks include but are not limited to inflation (purchasing power) risk, interest raterisk, economic risk, market risk, and political/regulatory risk.
Investing in securities involves a risk of loss that you, as a client, should be prepared
to bear.

C. Risks of Specific Securities Utilized
Clients should be aware that there is a material risk of loss using any investment strategy.
The investment types listed below are not guaranteed or insured by the FDIC or any othergovernment agency.
Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may
lose money investing in mutual funds. All mutual funds have costs that lower investment
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returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity”
nature.
Equity investment generally refers to buying shares of stocks in return for receiving afuture payment of dividends and/or capital gains if the value of the stock increases. The
value of equity securities may fluctuate in response to specific situations for eachcompany, industry conditions and the general economic environments.
Fixed income investments generally pay a return on a fixed schedule, though the amountof the payments can vary. This type of investment can include corporate and government
debt securities, leveraged loans, high yield, and investment grade debt and structured
products, such as mortgage and other asset-backed securities, although individual bonds
may be the best known type of fixed income security. In general, the fixed income market
is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bondprices usually fall, and vice versa. This effect is usually more pronounced for longer-term
securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, andcredit and default risks for both issuers and counterparties. The risk of default on treasury
inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting(extremely unlikely); however, they carry a potential risk of losing share price value, albeit
rather minimal.
Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges,
similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100%loss in the case of a stock holding bankruptcy). Areas of concern include the lack oftransparency in products and increasing complexity, conflicts of interest and thepossibility of inadequate regulatory compliance. Risks in investing in ETFs include
trading risks, liquidity and shutdown risks, risks associated with a change in authorizedparticipants and non-participation of authorized participants, risks that trading pricediffers from indicative net asset value (iNAV), or price fluctuation and disassociation fromthe index being tracked. With regard to trading risks, regular trading adds cost to yourportfolio thus counteracting the low fees that one of the typical benefits of ETFs.
Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even
paid fund managers struggle to do this every year, with the majority failing to beat therelevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the samelevel of liquidity. Since ETFs are at least as liquid as their underlying assets, trading
conditions are more accurately reflected in implied liquidity rather than the average dailyvolume of the ETF itself. Implied liquidity is a measure of what can potentially be tradedin ETFs based on its underlying assets. ETFs are subject to market volatility and the risksof their underlying securities, which may include the risks associated with investing insmaller companies, foreign securities, commodities, and fixed income investments (asapplicable). Foreign securities in particular are subject to interest rate, currency exchange
rate, economic, and political risks, all of which are magnified in emerging markets. ETFs
that target a small universe of securities, such as a specific region or market sector, aregenerally subject to greater market volatility, as well as to the specific risks associated withthat sector, region, or other focus. ETFs that use derivatives, leverage, or complex
investment strategies are subject to additional risks. The return of an index ETF is usuallydifferent from that of the index it tracks because of fees, expenses, and tracking error. An
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ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value
in the case of exchange-traded notes). The degree of liquidity can vary significantly fromone ETF to another and losses may be magnified if no liquid market exists for the ETF’s
shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its
prospectus, offering circular, or similar material, which should be considered carefully
when making investment decisions.
Past performance is not indicative of future results. Investing in securities involves arisk of loss that you, as a client, should be prepared to bear.

Item 9: Disciplinary Information
A. Criminal or Civil Actions
There are no criminal or civil actions to report.

B. Administrative Proceedings
There are no administrative proceedings to report.

C. Self-regulatory Organization (SRO) Proceedings
There are no self-regulatory organization proceedings to report.

Item 10: Other Financial Industry Activities and Affiliations
A. Registration as a Broker/Dealer or Broker/Dealer Representative
Neither CRSL nor its representatives are registered as, or have pending applications tobecome, a broker/dealer or a representative of a broker/dealer.

B. Registration as a Futures Commission Merchant, Commodity
Pool Operator, or a Commodity Trading Advisor
Neither CRSL nor its representatives are registered as or have pending applications tobecome either a Futures Commission Merchant, Commodity Pool Operator, orCommodity Trading Advisor or an associated person of the foregoing entities.

9C. Registration Relationships Material to this Advisory Businessand Possible Conflicts of Interests
Mike Hugh Mickels is an independent licensed insurance agent. This activity creates a
conflict of interest since there is an incentive to recommend insurance products based oncommissions or other benefits received from the insurance company, rather than on theclient’s needs. Additionally, the offer and sale of insurance products by supervised
persons of CRSL are not made in their capacity as a fiduciary, and products are limited toonly those offered by certain insurance providers. CRSL addresses this conflict of interestby requiring its supervised persons to act in the best interest of the client at all times,
including when acting as an insurance agent. CRSL periodically reviews
recommendations by its supervised persons to assess whether they are based on an
objective evaluation of each client’s risk profile and investment objectives rather than on
the receipt of any commissions or other benefits. CRSL will disclose in advance how it or
its supervised persons are compensated and will disclose conflicts of interest involving
any advice or service provided. At no time will there be tying between business practices
and/or services (a condition where a client or prospective client would be required toaccept one product or service conditioned upon the selection of a second, distinctive tied
product or service). No client is ever under any obligation to purchase any insurance
product. Insurance products recommended by CRSL’s supervised persons may also be
available from other providers on more favorable terms, and clients can purchaseinsurance products recommended through other unaffiliated insurance agencies.

D. Selection of Other Advisers or Managers and How This Adviser
is Compensated for Those Selections
CRSL does not utilize nor select third-party investment advisers.

Item 11: Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading
A. Code of Ethics
CRSL has a written Code of Ethics that covers the following areas: Prohibited Purchases
and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions,
Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality,
Service on a Board of Directors, Compliance Procedures, Compliance with Laws andRegulations, Procedures and Reporting, Certification of Compliance, Reporting
Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual
Review, and Sanctions. CRSL's Code of Ethics is available free upon request to any clientor prospective client.

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B. Recommendations Involving Material Financial Interests
CRSL does not recommend that clients buy or sell any security in which a related person
to CRSL or CRSL has a material financial interest.

C. Investing Personal Money in the Same Securities as Clients
From time to time, representatives of CRSL may buy or sell securities for themselves thatthey also recommend to clients. This may provide an opportunity for representatives of
CRSL to buy or sell the same securities before or after recommending the same securities
to clients resulting in representatives profiting off the recommendations they provide toclients. Such transactions may create a conflict of interest. CRSL will always document
any transactions that could be construed as conflicts of interest and will never engage in
trading that operates to the client’s disadvantage when similar securities are being bought
or sold.

D. Trading Securities At/Around the Same Time as Clients’
Securities
From time to time, representatives of CRSL may buy or sell securities for themselves at or
around the same time as clients. This may provide an opportunity for representatives of
CRSL to buy or sell securities before or after recommending securities to clients resulting
in representatives profiting off the recommendations they provide to clients. Suchtransactions may create a conflict of interest; however, CRSL will never engage in tradingthat operates to the client’s disadvantage if representatives of CRSL buy or sell securities
at or around the same time as clients.

Item 12: Brokerage Practices
A. Factors Used to Select Custodians and/or Broker/Dealers
Custodians/broker-dealers will be recommended based on CRSL’s duty to seek “bestexecution,” which is the obligation to seek execution of securities transactions for a clienton the most favorable terms for the client under the circumstances. Clients will notnecessarily pay the lowest commission or commission equivalent, and CRSL may also
consider the market expertise and research access provided by the brokerdealer/custodian, including but not limited to access to written research, oral
communication with analysts, admittance to research conferences and other resources
provided by the brokers that may aid in CRSL's research efforts. CRSL will never charge
a premium or commission on transactions, beyond the actual cost imposed by the brokerdealer/custodian.
CRSL will require clients to use Altruist.
111. Research and Other Soft-Dollar Benefits
CRSL receives no research, product, or services other than execution from a brokerdealer or third-party in connection with client securities transactions (“soft dollar
benefits”).

2. Brokerage for Client Referrals
CRSL receives no referrals from a broker-dealer or third party in exchange for usingthat broker-dealer or third party.

3. Clients Directing Which Broker/Dealer/Custodian to Use
CRSL will require clients to use a specific broker-dealer to execute transactions. Not
all advisers require clients to use a particular broker-dealer.

B. Aggregating (Block) Trading for Multiple Client Accounts
If CRSL buys or sells the same securities on behalf of more than one client, then it may(but would be under no obligation to) aggregate or bunch such securities in a single
transaction for multiple clients in order to seek more favorable prices, lower brokeragecommissions, or more efficient execution. In such case, CRSL would place an aggregate
order with the broker on behalf of all such clients in order to ensure fairness for all clients;
provided, however, that trades would be reviewed periodically to ensure that accounts
are not systematically disadvantaged by this policy. CRSL would determine theappropriate number of shares and select the appropriate brokers consistent with its duty
to seek best execution.

Item 13: Review of Accounts
A. Frequency and Nature of Periodic Reviews and Who Makes
Those Reviews
All client accounts for CRSL's advisory services provided on an ongoing basis arereviewed at least quarterly by Mike Mickels, Managing Partner, with regard to clients’respective investment policies and risk tolerance levels. All accounts at CRSL are assigned
to this reviewer.
All financial planning accounts are reviewed upon financial plan creation and plandelivery by Mike Mickels, Managing Partner. Financial planning clients are provided a
one-time financial plan concerning their financial situation. After the presentation of theplan, there are no further reports. Clients may request additional plans or reports for a
fee.

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B. Factors That Will Trigger a Non-Periodic Review of Client
Accounts
Reviews may be triggered by material market, economic or political events, or by changes
in client's financial situations (such as retirement, termination of employment, physicalmove, or inheritance).
With respect to financial plans, CRSL’s services will generally conclude upon delivery of
the financial plan.

C. Content and Frequency of Regular Reports Provided to Clients
Each client of CRSL's advisory services provided on an ongoing basis will receive aquarterly report detailing the client’s account, including assets held, asset value, andcalculation of fees. This written report will come from the custodian.
Each financial planning client will receive the financial plan upon completion.

Item 14: Client Referrals and Other Compensation
A. Economic Benefits Provided by Third Parties for Advice
Rendered to Clients (Includes Sales Awards or Other Prizes)
CRSL does not receive any economic benefit, directly or indirectly from any third party
for advice rendered to CRSL's clients.

B. Compensation to Non – Advisory Personnel for Client Referrals
CRSL does not directly or indirectly compensate any person who is not advisorypersonnel for client referrals.

Item 15: Custody
When advisory fees are deducted directly from client accounts at client's custodian, CRSL will bedeemed to have limited custody of client's assets and must have written authorization from theclient to do so. Clients will receive all account statements and billing invoices that are required ineach jurisdiction, and they should carefully review those statements for accuracy.

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Item 16: Investment Discretion
CRSL provides discretionary investment advisory services to clients. The advisory contract
established with each client sets forth the discretionary authority for trading. Where investment
discretion has been granted, CRSL generally manages the client’s account and makes investment
decisions without consultation with the client as to when the securities are to be bought or soldfor the account, the total amount of the securities to be bought/sold, what securities to buy orsell, or the price per share. In some instances, CRSL’s discretionary authority in making these
determinations may be limited by conditions imposed by a client (in investment guidelines orobjectives, or client instructions otherwise provided to CRSL.

Item 17: Voting Client Securities (Proxy Voting)
CRSL will not ask for, nor accept voting authority for client securities. Clients will receive proxies
directly from the issuer of the security or the custodian. Clients should direct all proxy questions
to the issuer of the security.

Item 18: Financial Information
A. Balance SheetCRSL neither requires nor solicits prepayment of more than $500 in fees per client, sixmonths or more in advance, and therefore is not required to include a balance sheet withthis brochure.

B. Financial Conditions Reasonably Likely to Impair Ability to
Meet Contractual Commitments to Clients
Neither CRSL nor its management has any financial condition that is likely to reasonably
impair CRSL’s ability to meet contractual commitments to clients.

C. Bankruptcy Petitions in Previous Ten Years
CRSL has not been the subject of a bankruptcy petition in the last ten years.

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Item 19: Requirements For State Registered Advisers
A. Principal Executive Officers and Management Persons; Their
Formal Education and Business Background
CRSL currently has two management persons: Lucas Staples and Mike Hugh Mickels.
Education and business background can be found on the individual's Form ADV Part 2B
brochure supplement.

B. Other Businesses in Which This Advisory Firm or its Personnel
are Engaged and Time Spent on Those (If Any)
Other business activities for each relevant individual can be found on the Form ADV Part
2B brochure supplement for each such individual.

C. Calculation of Performance-Based Fees and Degree of Risk to
Clients
CRSL does not accept performance-based fees or other fees based on a share of capitalgains on or capital appreciation of the assets of a client.

D. Material Disciplinary Disclosures for Management Persons of
this Firm
There are no civil, self-regulatory organization, or arbitration proceedings to report under
this section.

E. Material Relationships That Management Persons Have With
Issuers of Securities (If Any)
See Item 10.C and 11.B.

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